Table of Contents
  Exhibit
10.45
  SILICON IMAGE,
INC.
  TRANSITIONAL
EMPLOYMENT AND SEVERANCE AGREEMENT
  This
Transitional Employment and Severance Agreement (“Agreement”) is entered into as of
August 22, 2008, by and between Hyun John Shin (“Employee”)
and Silicon Image, Inc. (“Company”)
(collectively referred to as the “Parties”).
   RECITALS
   WHEREAS, Employee has been
employed by the Company as its Vice President, VP Strategic Technology
Initiatives,
   WHEREAS, the Company and
Employee have agreed that Employee shall terminate his employment with the
Company following a transitional period of employment, and the Parties desire to
agree upon the terms and conditions applicable to such transitional period of
employment and upon Employee’s termination of employment with the
Company;
  NOW THEREFORE, in
consideration of the promises made herein, the Parties hereby agree as
follows:
  AGREEMENT
  1.  Transitional
Employment.  Employee shall continue in active full-time
employment with the Company for the “Transitional
Period”, which shall commence on and as of the date hereof and terminate
on and as of July 31, 2009, unless earlier terminated as provided herein or
extended by the mutual agreement of the Parties (in any case, the “Termination
Date”).
  2.  Resignation of Titles and
Positions.  Effective as of the Termination Date, Employee’s
employment with the Company shall terminate, and Employee shall relinquish all
titles and positions then held by Employee with the Company or any subsidiary of
the Company.
  3.  Compensation and Benefits
During Transitional Period.  During the Transitional Period,
(i) Employee shall continue to receive payment of his current base salary for
the duration of the Transitional Period without adjustment; (ii) Employee shall
continue to participate in applicable Company employee benefit plans to the
extent of his participation and on the terms and conditions in effect
immediately prior to the commencement of the Transitional Period; (iii) Employee
shall be eligible to participate in the Company’s 2008 Bonus program only; and
(iv) Employee’s stock options and equity awards will remain outstanding and
continue to vest in accordance with their terms, provided, however, that
Employee shall not receive any additional equity awards or options or other
rights to purchase shares of the Company’s common stock (except for shares
acquired in connection with participation under the Company’s Employee Stock
Purchase Plan) following the commencement of the Transitional
Period.
  
   4.  Payments and
Benefits.
  (a)  Accrued Payments and
Benefits.  Upon the termination of Employee’s employment with
the Company for any reason, the Company shall pay to Employee all amounts and
benefits that have accrued or were earned but remain unpaid through the
Termination Date in respect of salary and unreimbursed expenses, including
accrued and unused vacation.
 
 (b)  Severance
Payments.
  (i)  Upon the
conclusion of the Transitional Period, and subject to Employee’s delivery to the
Company of a signed general release of claims in favor of the Company, in a form
acceptable to the Company, which shall be substantially in the form attached
hereto as Exhibit 1 (the “Release”),
following expiration of the statutory rescission period without any rescission
of the Release, the Company will provide Employee with a severance payment
(“Severance
Payment”) in an amount equal to seven twelfths (7/12th) of
forty percent (40%) of his current yearly base salary.
  (ii)  If
Employee terminates his employment with the Company before the conclusion of the
Transitional Period, and subject to Employee’s delivery to the Company of a
signed general release of claims in favor of the Company, in a form acceptable
to the Company, which shall be substantially in the form attached hereto as
Exhibit 1 (the “Release”),
following expiration of the statutory rescission period without any rescission
of the Release, the Company will provide Employee with a Severance Payment in an
amount equal to Employee’s base salary for the remainder of the Transitional
Period plus an amount equal to seven twelfths (7/12th) of
forty percent (40%) of his current yearly base salary.
  (c)  Notwithstanding
the foregoing, Employee acknowledges and agrees that in the event that the
Company terminates Employee’s employment for Cause (as hereinafter defined)
before the conclusion of the Transitional Period, Employee will not be entitled
to a Severance Payment.
  For
purposes of this Agreement, “Cause” shall mean:
  (i)  a good
faith determination by the Board of Directors of the Company (the “Board”)
that Employee willfully failed to follow the lawful written directions of the
Board;
  (ii)  Employee’s
engagement in gross misconduct, which the Board determines in good faith is
detrimental to the Company;
  (iii)  Employee’s
failure or refusal to comply in all material respects with (A) the Company’s
Employee Inventions and Confidentiality Agreement, (B) the Company’s insider
trading policy, or (C) any other policies of the Company, where such failure or
refusal to comply would be detrimental to the Company;
  (iv)  Employee’s
conviction of, or a plea of no contest to, a felony or crime involving moral
turpitude or commission of a fraud which the Board in good faith believes would
reflect adversely on the Company; or
  
   (v)  Employee’s
unreasonable or bad-faith failure or refusal to cooperate with the Company in
any investigation or formal proceeding initiated by the Board in good
faith.
  (d)  Company Stock
Options.
  (i)  Vested
Options.  Employee shall have that period of time following the
Termination Date specified in the governing written stock option agreement to
exercise any options to purchase shares of the Company’s common stock (“Options”)
which are vested, outstanding and not exercised as of the Termination
Date.
  (ii)  Unvested
Options.  Any Options which remain unvested as of the
Termination Date shall expire effective as of the Termination Date.
  (e)  Benefits. Employee’s
health insurance benefits will cease on the Termination Date, subject to
Employee’s eligibility and timely election to continue group health coverage
under COBRA, in which case Employee will be responsible for the payment of all
further COBRA premiums.  If Employee terminates his employment with
the Company before the conclusion of the Transitional Period, the Parties
acknowledge and agree that, as part of the Severance Payment under Section
4(b)(ii) above, if any, and on the terms and conditions set forth herein, the
Company shall pay Employee’s COBRA insurance premiums should Employee timely
elect to continue group health coverage under COBRA, through July 31, 2009, to
the extent that covered persons remain eligible for such
coverage.  Employee’s participation in all other employee benefits and
incidents of employment will cease on the Termination Date.  Employee
will cease accruing employee benefits, including, but not limited to, vacation
time and paid time off, as of the Termination Date.
  (f)  Outplacement
Assistance.  Company shall make available, and Employee shall
be entitled to, outplacement assistance of the type and on the terms set forth
in Exhibit 2 attached hereto for a duration of six (6) months, commencing on a
date designated by Employee, but in no event later than August 1,
2009.
  5.  No Mitigation
Required.  The parties agree that some of the payments and
benefits provided to Employee under this Agreement, as referenced in Section 4,
are over and above anything owed to Employee by law and are offered in exchange
for and conditioned upon Employee’s execution of the
Release.  Employee shall not be required to seek other employment or
to attempt in any way to reduce amounts payable to him pursuant to this
Agreement.  Further, the amount of benefits provided under this
Agreement shall not be reduced by any compensation earned by or other benefits
provided to Employee as a result of employment by another employer following the
Termination Date.
  6.  Confidential
Information.  During the Transitional Period and following the
Termination Date, Employee shall continue to maintain the confidentiality of all
confidential and proprietary information of the Company and shall continue to
comply with the terms and conditions of the Employee Inventions and
Confidentiality Agreement between Employee and the Company.  Employee
shall return all of the Company’s property and confidential and proprietary
information in his/her possession to the Company on the Termination
Date.
  
   7.  No
Cooperation.  Employee agrees that he will not counsel or
assist any attorneys or their clients in the presentation or prosecution of any
disputes, differences, grievances, claims, charges, or complaints by any third
party against the Company and/or any officer, director, employee, agent,
representative, shareholder or attorney of the Company, unless under a subpoena
or other court order to do so.  Employee further agrees both to
immediately notify the Company upon receipt of any court order, subpoena, or any
legal discovery device that seeks or might require the disclosure or production
of the existence or terms of this Agreement, and to furnish, within three (3)
business days of its receipt, a copy of such subpoena or legal discovery device
to the Company.
  8.  Non-Solicitation.  Employee
agrees that for a period of eighteen (18) months immediately following the
Termination Date, Employee shall not either directly or indirectly solicit,
induce, recruit or encourage any of the Company’s employees to leave their
employment, or take away such employees, or attempt to solicit, induce, recruit,
encourage, or take away employees of the Company, either for him/herself or any
other person or entity.  Employee further agrees not to otherwise
interfere with the relationship of the Company or any of its subsidiaries or
affiliates with any person who, to the knowledge of Employee, is employed by or
otherwise engaged to perform services for the Company or its subsidiaries or
affiliates (including, but not limited to, any independent sales representatives
or organizations) or who is, or was within the then most recent prior
twelve-month period, a customer or client of the Company, or any of its
subsidiaries.
  9.  Costs.  The
Parties shall each bear their own costs, expert fees, attorneys’ fees and other
fees incurred in connection with this Agreement except as specifically set forth
herein.
  10.  Post-Termination
Assistance.  Following the Termination Date, and upon
reasonable notice, Employee shall provide such information and assistance to the
Company as may reasonably be requested by the Company in connection with any
audit, governmental investigation or litigation in which it or any of its
subsidiaries is or may become a party; provided that (i) the Company
agrees to reimburse Employee for any related out-of-pocket expenses, including
travel expenses, and (ii) any such assistance may not unreasonably interfere
with Employee’s then-current employment.
  11.  Tax
Consequences.  The Company makes no representations or
warranties with respect to the tax consequences of the payment of any sums to
Employee under the terms of this Agreement.  Employee agrees and
understands that he is responsible for payment, if any, of local, state and/or
federal taxes on the sums paid hereunder by the Company and any penalties or
assessments thereon and that all such sums shall be paid less all applicable
withholdings and deductions.  Employee further agrees to indemnify and
hold the Company harmless from any claims, demands, deficiencies, penalties,
assessments, executions, judgments, or recoveries by any government agency
against the Company for any amounts claimed due on account of Employee’s failure
to pay federal or state taxes or damages sustained by the Company by reason of
any such claims, including reasonable attorneys’ fees.
  12.  Arbitration.  The
parties agree that any controversy or claim arising out of or relating to this
Agreement, or the breach thereof, shall be submitted to the American Arbitration
Association (“AAA”) and
that a neutral arbitrator will be selected in a manner consistent with its
National Rules for the Resolution of Employment Disputes.  The
arbitration proceedings will allow for discovery
  
   13.  according
to the rules set forth in the National Rules for the Resolution of Employment
Disputes (the “Rules”).  All
arbitration proceedings shall be conducted in Santa Clara County,
California.
  Except as
provided by the Rules, arbitration shall be the sole, exclusive and final remedy
for any dispute between Employee and the Company.  Accordingly, except
as provided for by the Rules, neither Employee nor the Company will be permitted
to pursue court action regarding claims that are subject to
arbitration.  The
Parties expressly waive any entitlement to have such controversies decided by a
court or a jury.In addition to the right under the Rules to
petition the court for provisional relief, Employee agrees that any party may
also petition the court for injunctive relief where either party alleges or
claims a violation of this Agreement in particular Section 6 of this
Agreement.
  14.  Authority.  The
Company represents and warrants that the undersigned has the authority to act on
behalf of the Company and to bind the Company and all who may claim through it
to the terms and conditions of this Agreement.  Employee represents
and warrants that he has the capacity to act on his/her own behalf and on behalf
of all who might claim through him/her to bind them to the terms and conditions
of this Agreement.
  15.  No
Representations.  The Parties represent that each has had the
opportunity to consult with an attorney, and has carefully read and understands
the scope and effect of the provisions of this Agreement.  Neither
party has relied upon any representations or statements made by the other party
hereto which are not specifically set forth in this Agreement.
  16.  Severability.  In
the event that any provision hereof becomes or is declared by a court of
competent jurisdiction to be illegal, unenforceable or void, this Agreement
shall continue in full force and effect without said provision so long as the
remaining provisions remain intelligible and continue to reflect the original
intent of the Parties.
  17.  Entire Agreement.
This Agreement represents the entire agreement and understanding between the
Company and Employee concerning the subject matter of this Agreement and
Employee’s relationship with the Company, and supersedes and replaces any and
all prior agreements and understandings between the Parties concerning the
subject matter of this Agreement and Employee’s relationship with the Company,
with the exception of the Employee Inventions and Confidentiality Agreement, the
agreements governing the Options or any shares of restricted Company stock
(including the equity compensation plan under which such Options or such stock
were granted) and any right to indemnification Employee has pursuant to any
indemnification agreement between Employee and Company.
  18.  Confidentiality.
Employee agrees that the terms and conditions of this Agreement, including the
Exhibit, are strictly confidential and shall not be disclosed to any other
persons except his/her counsel, immediate family, taxing authorities in
connection with his/her filing of federal or state tax returns, or to financial
advisors in order to comply with income tax filing requirements, or as required
by legal process or applicable law, provided however, that Employee shall notify
Company if such disclosure is sought, allowing Company the opportunity to object
to such disclosure.  Notwithstanding the above, Employee and the
Company understand and agree that this
  
   19.  Agreement
may need to be filed with the Securities and Exchange Commission or other
agencies to comply with legal requirements.
  20.  Code Section
409A.  If any payments or benefits due under this Agreement
would subject Employee to any penalty tax imposed under Section 409A of the
Internal Revenue Code of 1986, as amended, if such payments and benefits were
made at the time as contemplated herein, then the Parties agree to cooperate
with each other and to take reasonably necessary steps to avoid the imposition
of any such penalty tax.
  21.  No
Waiver.  The failure of any party to insist upon the
performance of any of the terms and conditions in this Agreement, or the failure
to prosecute any breach of any of the terms and conditions of this Agreement,
shall not be construed thereafter as a waiver of any such terms or
conditions.  This entire Agreement shall remain in full force and
effect as if no such forbearance or failure of performance had
occurred.
  22.  No Oral
Modification.  Any modification or amendment of this Agreement,
or additional obligation assumed by either party in connection with this
Agreement, shall be effective only if placed in writing and signed by both
Parties or by authorized representatives of each party.
  23.  Governing
Law.  This Agreement shall be deemed to have been executed and
delivered within the State of California, and it shall be construed,
interpreted, governed, and enforced in accordance with the laws of the State of
California, without regard to conflict of law principles.  To the
extent that either party seeks injunctive relief in any court having
jurisdiction for any claim relating to the alleged misuse or misappropriation of
trade secrets or confidential or proprietary information, each party hereby
consents to personal and exclusive jurisdiction and venue in the state and
federal courts of the State of California.
  24.  Attorneys’
Fees.  In the event that either Party brings an action to
enforce or effect its rights under this Agreement, the prevailing party shall be
entitled to recover its costs and expenses, including the costs of mediation,
arbitration, litigation, court fees, plus reasonable attorneys’ fees, incurred
in connection with such an action.
  25.  Counterparts.  This
Agreement may be executed in counterparts, and each counterpart shall have the
same force and effect as an original and shall constitute an effective, binding
agreement on the part of each of the undersigned.
  26.  Successors and
Assigns.  This Agreement, and any and all rights, duties, and
obligations under this Agreement, will not be assigned, transferred, delegated,
or sublicensed by Employee without the Company’s prior written
consent.
  
  [Signature
Page Follows]
 IN
WITNESS WHEREOF, the Parties have executed this Agreement on the respective
dates set forth below.
   Silicon
      Image, Inc.Dated:   October
      6, 2008
                
                
                /s/
      Steve TiradoSteve
      TiradoChief
      Executive OfficerHyun
      (John) Shin, an individualDated:   October
      2, 2008
                
                
                /s/
      Hyun (John) ShinHyun
      (John) Shin
  
  [Signature
Page to Agreement]
  
  EXHIBIT
1
 
  GENERAL RELEASE OF ALL
CLAIMS
  
 1.  This
General Release of All Claims (hereinafter “Agreement”)
is entered into between Hyun John Shin (hereinafter “Employee”)
and by Silicon Image, Inc. (hereinafter the “Company”).
  2.  WHEREAS, Employee has been
employed by the Company; and
   WHEREAS Employee and the
Company desire to mutually, amicably and finally resolve and compromise all
issues and claims surrounding Employee’s employment by the Company and the
termination thereof;
  NOW THEREFORE, in
consideration for the mutual promises and undertakings of the parties as set
forth below, Employee and the Company hereby enter into this
Agreement.
  3.  Consideration.  In
consideration of the payments and benefits offered to Employee by the Company
pursuant to the Transitional Employment and Severance Agreement by and between
Employee and the Company dated August 22, 2008, and in connection with the
termination of Employee’s employment, Employee agrees to the following general
release (the “Release”).
  4.  General Release of
Claims.
  (a)  In
further consideration for the payment and undertakings described above, to the
fullest extent permitted by law, Employee, individually and on behalf of his/her
attorneys, representatives, successors, and assigns, does hereby completely
release and forever discharge the Company, its affiliated and subsidiary
corporations, and its and their shareholders, officers and all other
representatives, agents, directors, employees, successors and assigns, from all
claims, rights, demands, actions, obligations, and causes of action of any and
every kind, nature and character, known or unknown, which Employee may now have,
or has ever had, against them arising from or in any way connected with the
employment relationship between the parties, any actions during the
relationship, or the termination thereof.  This release covers all
statutory, common law, constitutional and other claims, including but not
limited to, all claims for wrongful discharge in violation of public policy,
breach of contract, express or implied, breach of covenant of good faith and
fair dealing, intentional or negligent infliction of emotional distress,
intentional or negligent misrepresentation, discrimination, any tort, personal
injury, or violation of statute including but not limited to Title VII of the
Civil Rights Act, the Age Discrimination in Employment Act, the Americans with
Disabilities Act, and the California Fair Employment and Housing Act, which
Employee may now have, or has ever had.  The parties agree that any
past or future claims for money damages, loss of wages, earnings and benefits,
stock options or other ownership interest in the Company, both past and future,
medical expenses, attorneys’ fees and costs, reinstatement and other equitable
relief, are all released by this Agreement.
   
  (b)  Employee
and the Company do not intend to release claims that Employee may not release as
a matter of law, including but not limited to claims for indemnity under
California Labor Code section 2802.
  (c)  To the
fullest extent permitted by law, any dispute regarding the scope of this general
release shall be determined by an arbitrator under the procedures set forth in
the arbitration clause below.
  5.  Waiver of Unknown
Claims. Employee has read or been advised of Section 1542 of the Civil
Code of the State of California, which provides as follows:
  A
GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR
SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH
IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH
THE DEBTOR.
  Employee
understands that Section 1542 gives him/her the right not to release existing
claims of which s/he is not now aware, unless s/he voluntarily chooses to waive
this right.  Having been so apprised, s/he nevertheless hereby
voluntarily elects to and does waive the rights described in Section 1542, and
elects to assume all risks for claims that now exist in his/her favor, known or
unknown.
  6.  Non-Admission.  It
is understood and agreed that this is a compromise settlement of a disputed
claim or claims and that neither this Agreement itself nor the furnishing of the
consideration for this Agreement shall be deemed or construed as an admission of
liability or wrongdoing of any kind by the Company.
  7.  Covenant Not to
Sue.
  (a)  To the
fullest extent permitted by law, at no time subsequent to the execution of this
Agreement will Employee pursue, or cause or knowingly permit the prosecution, in
any state, federal or foreign court, or before any local, state, federal or
foreign administrative agency, or any other tribunal, any charge, claim or
action of any kind, nature and character whatsoever, known or unknown, which
s/he may now have, has ever had, or may in the future have against the Company
and/or any officer, director, employee or agent of the Company, which is based
in whole or in part on any matter covered by this Agreement.
  (b)  Nothing
in this paragraph shall prohibit Employee from filing a charge or complaint with
a government agency such as but not limited to the Equal Employment Opportunity
Commission, the National Labor Relations Board, the Department of Labor, the
California Department of Fair Employment and Housing, or other applicable state
agency. However, Employee understands and agrees that, by entering into this
agreement, s/he is releasing any and all individual claims for relief, and that
any and all subsequent disputes between the Company and Employee shall be
resolved in arbitration.
   
  (c)  Nothing
in this Agreement shall prohibit or impair Employee or the Company from
complying with all applicable laws, nor shall this Agreement be construed to
obligate either party to commit (or aid or abet in the commission of) any
unlawful act.
  8.  Waiver of Right to
Reemployment. Employee agrees that s/he will not be entitled to any
further employment with the Company.  S/he therefore waives any claim
now or in the future to other employment or reemployment with the Company, or
any of its related entities, and agrees that s/he will not apply for nor accept
employment with the Company or any of its related entities in the
future.
  9.  Nondisparagement.  Employee
agrees that s/he will refrain from making any adverse, derogatory or disparaging
statements about the company, its board of directors, officers, management,
practices or procedures, or business operations to any person or
entity.  Nothing in this paragraph shall prohibit Employee from
providing truthful information in response to a subpoena or other legal
process.
  10.  Return of Company Property;
Obligation to Protect Proprietary Information.  To the extent
Employee has not already done so, s/he agrees to return to the Company all
Company property, including but not limited to the files and documents, whether
electronic or hardcopy, and whether in Employee’s possession or under his/her
control. Employee also understands that whether s/he signs this Agreement or
not, s/he must maintain the confidentiality of Company trade secrets,
confidential and/or proprietary information (“Proprietary
Information”), and not make use of any Proprietary Information on behalf
of anyone.
  11.  Acknowledgement of
Representation or Opportunity to be Represented by Counsel; Attorneys’
Fees.  Employee acknowledges that s/he has been or had the
opportunity to be represented by counsel in the negotiation and preparation of
this Agreement.  The parties further agree that each party will be
responsible for his/her or its own attorney’s fees and costs incurred in
connection with this Agreement.
  12.  Arbitration.  Except
for any claim for injunctive relief arising out of a breach of a party’s
obligations to protect the other’s Proprietary Information, the parties agree to
arbitrate any and all disputes or claims arising out of or related to the
validity, enforceability, interpretation, performance or breach of this
Agreement, whether sounding in tort, contract, statutory violation or otherwise,
or involving the construction or application or any of the terms, provisions, or
conditions of this Agreement.  Any arbitration may be initiated by a
written demand to the other party.  The arbitrator’s decision shall be
final, binding, and conclusive.  The parties further agree that this
Agreement is intended to be strictly construed to provide for arbitration as the
sole and exclusive means for resolution of all disputes hereunder to the fullest
extent permitted by law.  The parties expressly waive any
entitlement to have such controversies decided by a court or a
jury.
  13.  Governing
Law.  This Agreement shall be construed in accordance with, and
governed by, the laws of the State of California.
  14.  Savings Clause.
Should any of the provisions of this Agreement be determined to be invalid by a
court, arbitrator, or government agency of competent jurisdiction, it is agreed
that such determination shall not affect the enforceability of the other
provisions herein. Specifically, should a
   
  15.  court,
arbitrator, or agency conclude that a particular claim may not be released as a
matter of law, it is the intention of the parties that the general release, the
waiver of unknown claims, and the covenant not to sue above shall otherwise
remain effective to release any and all other claims.
  16.  Complete and Voluntary
Agreement. This Agreement constitutes the entire understanding of the
parties on the subjects covered.  Employee expressly warrants that
s/he has read and fully understands this Agreement; that s/he has had the
opportunity to consult with legal counsel of his/her own choosing and to have
the terms of the Agreement fully explained to him/her; that s/he is not
executing this Agreement in reliance on any promises, representations or
inducements other than those contained herein; and that s/he is executing this
Agreement voluntarily, free of any duress or coercion.
  17.  Modification.  No
modification, amendment or waiver of any provision of this Agreement shall be
effective unless in writing signed by Employee and an authorized representative
of the Company.
  18.  Notice and Revocation
Period. Employee acknowledges that the Company advised him/her to consult
with an attorney prior to signing this Agreement; that s/he understands that
s/he has forty-five (45) days in which to consider whether s/he should sign this
Agreement; and that s/he further understands that if s/he signs this Agreement,
s/he will be given seven (7) days following the date on which s/he signs this
Agreement to revoke it and that this Agreement will not be effective until after
this seven-day period has expired without revocation by him/her.
  19.  Effective Date. This
Agreement is effective on the eighth (8th) day
after Employee signed it and without revocation by him/her.
 Silicon
      Image, Inc.Dated:Steve
      TiradoChief
      Executive OfficerHyun
      (John) Shin, an individualDated:Hyun
      (John) Shin