ex-10_05.htm


                                                                                  Exhibit 10.05

                                                    

                                                                                 No. «Number»

    


    SILICON
IMAGE, INC.

    


    2008
EQUITY INCENTIVE PLAN

    


    STOCK OPTION
AGREEMENT

    (For
Non-Employee Directors)

    


    


    This Stock Option Agreement (this
"Agreement")
is made and entered into as of the Date of Grant set forth below (the "Date of
Grant") by and between Silicon Image, Inc., a Delaware corporation (the
"Company"),
and the Optionee named below ("Optionee").  Capitalized
terms not defined herein shall have the meanings ascribed to them in the
Company's 2008 Equity Incentive Plan (the "Plan").

    


    Optionee:                                                        «Name»

    Total Option
Shares:                                    «Shares»

    Exercise Price Per
Share:                          «Price»

    Date of
Grant:                                                «Date»

    First Vest
Date:                                             «M_1st_vest»

     

    
      	
              Expiration
      Date:

            	
              Option
      will expire immediately on termination for cause, 3 months following
      termination for any other reason except death or disability, but in no
      event later than «Expire».

            


    

     

    
      	
               
      

            	
              (refer
      to Section 3 of this Stock Option
Agreement)

            


    

    Type of Stock
Option:                                                        Nonqualified Stock
Option                    

    


    


    1.           Grant of Option.  The
Company hereby grants to Optionee an option (this "Option")
to purchase up to the total number of shares of Common Stock of the Company set
forth above as Total Option Shares (collectively, the "Shares")
at the Exercise Price Per Share set forth above (the "Exercise
Price"), subject to all of the terms and conditions of this Agreement and
the Plan.

    


    2.           Vesting;
Exercise Period.

    


    2.1           Vesting of
Shares.  Subject to the terms and conditions of the Plan and
this Agreement, this Option shall become vested and exercisable with respect to
one twenty-fourth (1/24) of the Shares each month following the date of grant
until fully vested; provided, however, this Option shall become fully vested
immediately prior to the consummation of a Corporate Transaction (as provided in
Section 21.3 of the Plan).


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    2.2           Expiration.  This
Option shall expire on the Expiration Date set forth above and must be
exercised, if at all, on or before the earlier of the Expiration Date or the
date on which this Option is earlier terminated in accordance with the
provisions of Section 3 hereof.

    


    3.           Termination.  Except
as provided below in this Section, this Option shall terminate and may not be
exercised if Optionee ceases to be a member of the Board of Directors of the
Company ("Board
Member").  The date on which Optionee ceases to be a Board
Member shall be referred to as the "Termination Date."

    


    3.1           Termination for Any Reason Except Death,
Disability or Cause.  If Optionee ceases to be a Board Member
for any reason except death, Disability or Cause, then this Option may be
exercised by Optionee no later than three (3) months after the Termination Date,
but in any event no later than the Expiration Date.

    


    3.2           Termination Because of Death or Disability.  If
Optionee ceases to be a Board Member due to Optionee's death or Disability (or
dies within 3 months after Termination other than for Cause or because of
Disability), then this Option may be exercised by Optionee (or Optionee's legal
representative or authorized assignee) no later than twelve (12) months after
the Termination Date, but in any event no later than the Expiration
Date.

    


    3.3           Termination for
Cause.  If Optionee is Terminated for Cause, this Option will
expire on the Optionee's date of termination.

    


    4.           Manner of Exercise.

    


    4.1           Stock Option Exercise Agreement.  To
exercise this Option, Optionee (or in the case of exercise after Optionee's
death, Optionee's executor, administrator, heir or legatee, as the case may be)
must deliver to the Company an executed stock option exercise agreement in the
form attached hereto as Exhibit A, or in
such other form as may be approved by the Company from time to time (the "Exercise
Agreement"), which shall set forth, inter alia, Optionee's
election to exercise this Option, the number of shares being purchased, any
restrictions imposed on the Shares and any representations, warranties and
agreements regarding Optionee's investment intent and access to information as
may be required by the Company to comply with applicable securities
laws.  If someone other than Optionee exercises this Option, then such
person must submit documentation, reasonably acceptable to the Company,
establishing that such person has the right to exercise this
Option.

    


    4.2           Limitations on Exercise.  This
Option may not be exercised unless such exercise is in compliance with all
applicable federal and state securities laws, as they are in effect on the date
of exercise.  This Option may not be exercised as to fewer than 100
Shares unless it is exercised as to all Shares as to which this Option is then
exercisable.

    


    4.3           Payment.  The
Exercise Agreement shall be accompanied by full payment of the Exercise Price
for the Shares being purchased in cash (by check), or where permitted by
law:

    


    
      	
               
      

            	
              (a)

            	
              by
      cancellation of indebtedness of the Company to the
    Optionee;

            


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


    
      	
               
      

            	
              (b)

            	
              by
      surrender of shares of the Company's Common Stock that  are clear of
      all liens, claims, encumbrances or security interests and either: (1) have
      been paid for within the meaning of SEC Rule 144 (and, if such shares were
      purchased from the Company by use of a promissory note, such note has been
      fully paid with respect to such shares); or (2) were obtained by Optionee
      in the open public market;

            


    

    


    
      	
               
      

            	
              (c)

            	
              by
      waiver of compensation due or accrued to Optionee for services
      rendered;

            


    

    


    
      	
               
      

            	
              (d)

            	
              provided
      that a public market for the Company's stock exists:  (1)
      through a "same day sale" commitment from Optionee and a
      Company-designated broker-dealer (a "
      Dealer") whereby Optionee irrevocably elects to exercise this
      Option and to sell a portion of the Shares so purchased to pay for the
      Exercise Price and whereby the Dealer irrevocably commits upon receipt of
      such Shares to forward the exercise price directly to the Company; or (2) through
      a "margin" commitment from Optionee and a Dealer whereby Optionee
      irrevocably elects to exercise this Option and to pledge the Shares so
      purchased to the Dealer in a margin account as security for a loan from
      the Dealer in the amount of the Exercise Price, and whereby the Dealer
      irrevocably commits upon receipt of such Shares to forward the Exercise
      Price directly to the Company;

            


    

    


    
      	
               
      

            	
              (f)

            	
              by
      any combination of the foregoing.

            


    

    


    4.4           Tax Withholding.  Prior
to the issuance of the Shares upon exercise of this Option, Optionee must pay or
provide for any applicable federal or state withholding obligations of the
Company.  If the Committee permits, Optionee may provide for payment
of withholding taxes upon exercise of this Option by requesting that the Company
retain Shares with a Fair Market Value equal to the minimum amount of taxes
required to be withheld.  In such case, the Company shall issue the
net number of Shares to the Optionee by deducting the Shares retained from the
Shares issuable upon exercise.

    


    4.5           Issuance of Shares.  Provided
that the Exercise Agreement and payment are in form and substance satisfactory
to counsel for the Company, the Company shall issue the Shares registered in the
name of Optionee, Optionee's authorized assignee, or Optionee's legal
representative, and shall deliver certificates representing the Shares with the
appropriate legends affixed thereto.

    


    5.           Compliance with Laws and Regulations.  The exercise of
this Option and the issuance and transfer of Shares shall be subject to
compliance by the Company and Optionee with all applicable requirements of
federal and state securities laws and with all applicable requirements of any
stock exchange on which the Company's Common Stock may be listed at the time of
such issuance or transfer.  Optionee understands that the Company is
under no obligation to register or qualify the Shares with the SEC, any state
securities commission or any stock exchange to effect such
compliance.

    


    6.           Nontransferability of Option.  This Option may
not be transferred in any manner other than under the terms and conditions of
the Plan or by will or by the laws of descent


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    and
distribution and may be exercised during the lifetime of Optionee only by
Optionee.  The terms of this Option shall be binding upon the
executors, administrators, successors and assigns of Optionee.

    


    7.           Tax Consequences.  Set forth below
is a brief summary as of the date the Board adopted the Plan of some of the
federal tax consequences of exercise of this Option and disposition of the
Shares.  THIS SUMMARY IS NECESSARILY INCOMPLETE, AND THE TAX LAWS AND
REGULATIONS ARE SUBJECT TO CHANGE.  OPTIONEE SHOULD CONSULT A TAX
ADVISOR BEFORE EXERCISING THIS OPTION OR DISPOSING OF THE SHARES.

    


    7.1           Exercise of Nonqualified Stock Option.  There
may be a regular federal income tax liability upon the exercise of this
Option.  Optionee will be treated as having received compensation
income (taxable at ordinary income tax rates) equal to the excess, if any, of
the fair market value of the Shares on the date of exercise over the Exercise
Price.  The Company may be required to withhold from Optionee's
compensation or collect from Optionee and pay to the applicable taxing
authorities an amount equal to a percentage of this compensation income at the
time of exercise.

    


    7.2           Disposition of Shares.  If
the Shares are held for more than twelve (12) months after the date of the
transfer of the Shares pursuant to the exercise of an NQSO, any gain realized on
disposition of the Shares will be treated as long-term capital
gain.

    


    8.           Privileges of Stock Ownership.  Optionee shall
not have any of the rights of a stockholder with respect to any Shares until the
Shares are issued to Optionee.

    


    9.           Interpretation.  Any dispute
regarding the interpretation of this Agreement shall be submitted by Optionee or
the Company to the Committee for review.  The resolution of such a
dispute by the Committee shall be final and binding on the Company and
Optionee.

    


    10.           Entire Agreement.  The Plan is
incorporated herein by reference.  This Agreement and the Plan and the
Exercise Agreement constitute the entire agreement and understanding of the
parties hereto with respect to the subject matter hereof and supersede all prior
understandings and agreements with respect to such subject matter.

    


    11.           Notices.  Any notice
required to be given or delivered to the Company under the terms of this
Agreement shall be in writing and addressed to the Corporate Secretary of the
Company at its principal corporate offices.  Any notice required to be
given or delivered to Optionee shall be in writing and addressed to Optionee at
the address indicated above or to such other address as such party may designate
in writing from time to time to the Company.  All notices shall be
deemed to have been given or delivered upon:  personal delivery; three
(3) days after deposit in the United States mail by certified or registered mail
(return receipt requested); one (1) business day after deposit with any return
receipt express courier (prepaid); or one (1) business day after transmission by
facsimile.

    


    12.           Successors and Assigns.  The Company may
assign any of its rights under this Agreement.  This Agreement shall
be binding upon and inure to the benefit of the successors


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    and
assigns of the Company.  Subject to the restrictions on transfer set
forth herein, this Agreement shall be binding upon Optionee and Optionee's
heirs, executors, administrators, legal representatives, successors and
assigns.

    


    13.           Governing Law.  This Agreement
shall be governed by and construed in accordance with the internal laws of the
State of California, without regard to that body of law pertaining to choice of
law or conflict of law.

    


    14.           Acceptance.  Optionee hereby
acknowledges receipt of a copy of the Plan and this
Agreement.  Optionee has read and understands the terms and provisions
thereof, and accepts this Option subject to all the terms and conditions of the
Plan and this Agreement.  Optionee acknowledges that there may be
adverse tax consequences upon exercise of this Option or disposition of the
Shares and that the Company has advised Optionee to consult a tax advisor prior
to such exercise or disposition.

    


    IN WITNESS WHEREOF, the
Company has caused this Agreement to be executed in duplicate by its duly
authorized representative and Optionee has executed this Agreement in duplicate
as of the Date of Grant.

    


    SILICON
IMAGE,
INC.                                                                      OPTIONEE

    


    


    


    Harold
Covert                                                                                       
 «Name»

    Chief
Financial Officer


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    SILICON
IMAGE, INC.

    2008
EQUITY INCENTIVE PLAN

    NOTICE
OF RESTRICTED STOCK AWARD

    GRANT
NUMBER:                                                      

     

    Unless
otherwise defined herein, the terms defined in the Company’s 2008 Equity
Incentive Plan (the “Plan”)
shall have the same meanings in this Notice of Restricted Stock Award (the
“Notice”).

     

    
      	
               
      

            	
              Name:

            	 	 


    

     

    
      	
               
      

            	
              Address:

            	 	 


    

     

    You
(“Participant”)
have been granted an award of Restricted Shares of Common Stock of Silicon
Image, Inc. (the “Company”)
under the Plan subject to the terms and conditions of the Plan, this Notice and
the attached Restricted Stock Agreement (the “Restricted Stock
Purchase Agreement”).

     

    Total Number of Restricted Shares
Awarded:                                                                                                                                          

     

    Fair Market Value per Restricted
Share:                                                                                                                           $

     

    Total Fair Market Value of
Award:                                                                                                                                       $

     

    Purchase Price per Restricted
Share:                                                                                                                                 $

     

    Total Purchase Price for all
Restricted
Shares:                                                                                                                $

     

    Date of
Grant:                                                                      

     

    Vesting Commencement
Date:                                                                      

     

    
      	
              Vesting
      Schedule:

            	
              Subject
      to the limitations set forth in this Notice, the Plan and the Restricted
      Stock Purchase Agreement, the Restricted Shares will vest and the right of
      repurchase shall lapse, in whole or in part, in accordance with the
      following schedule: [INSERT VESTING
      SCHEDULE]

            


    

     

    You
understand that your employment or consulting relationship with the Company is
for an unspecified duration, can be terminated at any time (i.e., is “at-will”),
and that nothing in this Notice, the Restricted Stock Agreement or the Plan
changes the at-will nature of that relationship.  Participant
acknowledges that the vesting of the Restricted Shares pursuant to this Notice
is earned only by continuing service as an Employee, Director or Consultant of
the Company.  You also understand that this Notice is subject to the
terms and conditions of both the Restricted Stock Agreement and the Plan, both
of which are incorporated herein by reference.  You have read both the
Restricted Stock Agreement and the Plan.   If the Restricted
Stock Purchase Agreement is not executed by you within thirty (30) days of the
Date of Grant above, then this grant shall be void.

     

    SILICON
IMAGE,
INC.                                                                           RECIPIENT:

     

    By:                                                                                              
Signature                                                                

     

    Its:                                                                                              
Please Print
Name                                                                

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    SILICON
IMAGE, INC.

     

    2008
EQUITY INCENTIVE PLAN

     

    RESTRICTED
STOCK AGREEMENT

     

    THIS
RESTRICTED STOCK AGREEMENT (this “Agreement”)
is made as of __________________, 20__ by and between Silicon Image, Inc., a
California corporation (the “Company”),
and ___________________________________ (“Participant”)
pursuant to the Company’s 2008 Equity Incentive Plan (the “Plan”).  Unless
otherwise defined herein, the terms defined in the Plan shall have the same
meanings in this Agreement.

     

    1.           Sale of
Stock.  Subject to the terms and conditions of this Agreement,
on the Purchase Date (as defined below) the Company will issue and sell to
Participant, and Participant agrees to purchase from the Company the number of
Shares shown on the Notice of Restricted Stock Award at a purchase price of
$________ per Share. The per Share purchase price of the Shares shall be not
less than the par value of the Shares as of the date of the offer of such Shares
to the Participant. The term “Shares” refers to the purchased Shares and all
securities received in replacement of or in connection with the Shares pursuant
to stock dividends or splits, all securities received in replacement of the
Shares in a recapitalization, merger, reorganization, exchange or the like, and
all new, substituted or additional securities or other properties to which
Participant is entitled by reason of Participant’s ownership of the
Shares.

     

    2.           Time and Place of
Exercise.  The purchase and sale of the Shares under this
Agreement shall occur at the principal office of the Company simultaneously with
the execution of this Agreement by the parties, or on such other date as the
Company and Participant shall agree (the “Purchase
Date”). On the Purchase Date, the Company will issue in Participant’s
name a stock certificate representing the Shares to be purchased by Participant
against payment of the purchase price therefor by Participant by (a) check made
payable to the Company, (b) cancellation of indebtedness of the Company to
Participant, (c) Participant’s personal services that the Committee has
determined have already been rendered to the Company and have a value not less
than aggregate par value of the Shares to be issued Participant, or (d) a
combination of the foregoing.

     

    3.           Restrictions on
Resale.  By signing this Agreement, Participant agrees not to
sell any Shares acquired pursuant to the Plan and this Agreement at a time when
applicable laws, regulations or Company or underwriter trading policies prohibit
exercise or sale. This restriction will apply as long as Participant is
providing service to the Company or a Subsidiary of the Company.

     

    3.1           Repurchase Right on
Termination Other Than for Cause.  For the purposes of this
Agreement, a “Repurchase
Event” shall mean an occurrence of one of the following:

     

    (i)           termination
of Participant’s service, whether voluntary or involuntary and with or without
cause;

     

    (ii)           resignation,
retirement or death of Participant; or

     

    (iii)           
any attempted transfer by Participant of the Shares, or any interest therein, in
violation of this Agreement.

     

    Upon the
occurrence of a Repurchase Event, the Company shall have the right (but not an
obligation) to purchase the Shares of Participant at a price equal to the
Purchase Price per Share (the “Repurchase
Right”).  The Repurchase Right shall lapse in accordance with
the vesting schedule set forth in the

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Notice of
Restricted Stock Award.  For purposes of this Agreement, “Unvested
Shares” means Stock pursuant to which the Company’s Repurchase Right has
not lapsed.

     

    3.2           Exercise of Repurchase
Right.  Unless the Company provides written notice to
Participant within 90 days from the date of termination of Participant’s service
to the Company that the Company does not intend to exercise its Repurchase Right
with respect to some or all of the Unvested Shares, the Repurchase Right shall
be deemed automatically exercised by the Company as of the 90th day following
such termination, provided that the Company may notify Participant that it is
exercising its Repurchase Right as of a date prior to such 90th
day.  Unless Participant is otherwise notified by the Company pursuant
to the preceding sentence that the Company does not intend to exercise its
Repurchase Right as to some or all of the Unvested Shares, execution of this
Agreement by Participant constitutes written notice to Participant of the
Company’s intention to exercise its Repurchase Right with respect to all
Unvested Shares to which such Repurchase Right applies at the time of
Termination of Participant.  The Company, at its choice, may satisfy
its payment obligation to Participant with respect to exercise of the Repurchase
Right by either (A) delivering a check to Participant in the amount of the
purchase price for the Unvested Shares being repurchased, or (B) in the event
Participant is indebted to the Company, canceling an amount of such indebtedness
equal to the purchase price for the Unvested Shares being repurchased, or (C) by
a combination of (A) and (B) so that the combined payment and cancellation of
indebtedness equals such purchase price.  In the event of any deemed
automatic exercise of the Repurchase Right by canceling an amount of such
indebtedness equal to the purchase price for the Unvested Shares being
repurchased, such cancellation of indebtedness shall be deemed automatically to
occur as of the 90th day following termination of Participant’s employment or
consulting relationship unless the Company otherwise satisfies its payment
obligations.  As a result of any repurchase of Unvested Shares
pursuant to the Repurchase Right, the Company shall become the legal and
beneficial owner of the Unvested Shares being repurchased and shall have all
rights and interest therein or related thereto, and the Company shall have the
right to transfer to its own name the number of Unvested Shares being
repurchased by the Company, without further action by Participant.

     

    3.3           Acceptance of
Restrictions.  Acceptance of the Shares shall constitute
Participant’s agreement to such restrictions and the legending of his or her
certificates with respect thereto.  Notwithstanding such restrictions,
however, so long as Participant is the holder of the Shares, or any portion
thereof, he or she shall be entitled to receive all dividends declared on and to
vote the Shares and to all other rights of a stockholder with respect
thereto.

     

    3.4           Non-Transferability of
Unvested Shares.  In addition to any other limitation on
transfer created by applicable securities laws or any other agreement between
the Company and Participant, Participant may not transfer any Unvested Shares,
or any interest therein, unless consented to in writing by a duly authorized
representative of the Company.  Any purported transfer is void and of
no effect, and no purported transferee thereof will be recognized as a holder of
the Unvested Shares for any purpose whatsoever.  Should such a
transfer purport to occur, the Company may refuse to carry out the transfer on
its books, set aside the transfer, or exercise any other legal or equitable
remedy.  In the event the Company consents to a transfer of Unvested
Shares, all transferees of Shares or any interest therein will receive and hold
such Shares or interest subject to the provisions of this Agreement, including,
insofar as applicable, the Repurchase Right.  In the event of any
purchase by the Company hereunder where the Shares or interest are held by a
transferee, the transferee shall be obligated, if requested by the Company, to
transfer the Shares or interest to the Participant for consideration equal to
the amount to be paid by the Company hereunder.  In the event the
Repurchase Right is deemed exercised by the Company, the Company may deem any
transferee to have transferred the Shares or interest to Participant prior to
their purchase by the Company, and payment of the purchase price by the Company
to such

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    transferee
shall be deemed to satisfy Participant’s obligation to pay such transferee for
such Shares or interest, and also to satisfy the Company’s obligation to pay
Participant for such Shares or interest.

     

    3.5           Assignment.  The
Repurchase Right may be assigned by the Company in whole or in part to any
persons or organization.

     

    4.           Restrictive Legends and Stop
Transfer Orders.

     

    4.1           Legends.  The
certificate or certificates representing the Shares shall bear the following
legend (as well as any legends required by applicable state and federal
corporate and securities laws):

     

     

    THE
SHARES REPRESENTED BY THIS CERTIFICATE MAY BE TRANSFERRED ONLY IN ACCORDANCE
WITH THE TERMS OF AN AGREEMENT BETWEEN THE COMPANY AND THE STOCKHOLDER, A COPY
OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY.

    4.2           Stop-Transfer
Notices.  Participant agrees that, in order to ensure
compliance with the restrictions referred to herein, the Company may issue
appropriate “stop transfer” instructions to its transfer agent, if any, and
that, if the Company transfers its own securities, it may make appropriate
notations to the same effect in its own records.

     

    4.3           Refusal to
Transfer.  The Company shall not be required (i) to transfer on
its books any Shares that have been sold or otherwise transferred in violation
of any of the provisions of this Agreement or (ii) to treat as the owner or to
accord the right to vote or pay dividends to any purchaser or other transferee
to whom such Shares shall have been so transferred.

     

    5.           No Rights as Employee,
Director or Consultant.  Nothing in this Agreement shall affect
in any manner whatsoever the right or power of the Company, or a Parent or
Subsidiary of the Company, to terminate Participant’s
service, for any reason, with or without cause.

     

    6.           Miscellaneous.

     

    6.1           Acknowledgement.  The
Company and Participant agree that the Restricted Shares are granted under and
governed by the Notice, this Agreement and by the provisions of the Plan
(incorporated herein by reference).  Participant: (i) acknowledges
receipt of a copy of the Plan and the Plan prospectus, (ii) represents that
Participant has carefully read and is familiar with their provisions, and (iii)
hereby accepts the Restricted Shares subject to all of the terms and conditions
set forth herein and those set forth in the Plan and the Notice.

     

    6.2           Entire Agreement;
Enforcement of Rights.  This Agreement, the Plan and the Notice
constitute the entire agreement and understanding of the parties relating to the
subject matter herein and supersede all prior discussions between them. Any
prior agreements, commitments or negotiations concerning the purchase of the
Shares hereunder are superseded. No modification of or amendment to this
Agreement, nor any waiver of any rights under this Agreement, shall be effective
unless in writing and signed by the parties to this Agreement. The failure by
either party to enforce any rights under this Agreement shall not be construed
as a waiver of any rights of such party.

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    6.3           Compliance with Laws and
Regulations.  The issuance of Shares will be subject to and
conditioned upon compliance by the Company and Participant with all applicable
state and federal laws and regulations and with all applicable requirements of
any stock exchange or automated quotation system on which the Company’s Common
Stock may be listed or quoted at the time of such issuance or
transfer.

     

    6.4           Governing Law;
Severability.  If one or more provisions of this Agreement are
held to be unenforceable under applicable law, the parties agree to renegotiate
such provision in good faith. In the event that the parties cannot reach a
mutually agreeable and enforceable replacement for such provision, then (i) such
provision shall be excluded from this Agreement, (ii) the balance of this
Agreement shall be interpreted as if such provision were so excluded and (iii)
the balance of this Agreement shall be enforceable in accordance with its
terms.  This Agreement and all acts and transactions pursuant hereto
and the rights and obligations of the parties hereto shall be governed,
construed and interpreted in accordance with the laws of the State of
California, without giving effect to principles of conflicts of
law.

     

    6.5           Construction.  This
Agreement is the result of negotiations between and has been reviewed by each of
the parties hereto and their respective counsel, if any; accordingly, this
Agreement shall be deemed to be the product of all of the parties hereto, and no
ambiguity shall be construed in favor of or against any one of the parties
hereto.

     

    6.6           Notices.  Any
notice to be given under the terms of the Plan shall be addressed to the Company
in care of its principal office, and any notice to be given to the Participant
shall be addressed to such Participant at the address maintained by the Company
for such person or at such other address as the Participant may specify in
writing to the Company.

     

    6.7           Counterparts.  This
Agreement may be executed in two or more counterparts, each of which shall he
deemed an original and all of which together shall constitute one
instrument.

     

    6.8           U.S. Tax
Consequences.  Upon vesting of Shares, Participant will include
in taxable income the difference between the fair market value of the vesting
Shares, as determined on the date of their vesting, and the price paid for the
Shares.  This will be treated as ordinary income by Participant and
will be subject to withholding by the Company when required by applicable
law.  In the absence of an Election (defined below), the Company shall
withhold a number of vesting Shares with a fair market value (determined on the
date of their vesting) equal to the minimum amount the Company is required to
withhold for income and employment taxes. If Participant makes an Election, then
Participant must, prior to making the Election, pay in cash (or check) to the
Company an amount equal to the amount the Company is required to withhold for
income and employment taxes.

     

    7.           Section 83(b)
Election.  Participant hereby acknowledges that he or she has
been informed that, with respect to the purchase of the Shares, an election may
be filed by the Participant with the Internal Revenue Service, within 30 days of
the purchase of the Shares, electing pursuant to Section 83(b) of the Code
to be taxed currently on any difference between the purchase price of the Shares
and their Fair Market Value on the date of purchase (the “Election”).  Making
the Election will result in recognition of taxable income to the Participant on
the date of purchase, measured by the excess, if any, of the Fair Market Value
of the Shares over the purchase price for the Shares.  Absent such an
Election, taxable income will be measured and recognized by Participant at the
time or times on which the Company’s Repurchase Right
lapses.  Participant is strongly encouraged to seek the advice of his
or her own tax consultants in connection with the purchase of the Shares and the
advisability of filing of the

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Election.  PARTICIPANT
ACKNOWLEDGES THAT IT IS SOLELY PARTICIPANT’S RESPONSIBILITY, AND NOT THE
COMPANY’S RESPONSIBILITY, TO TIMELY FILE THE

     

    ELECTION
UNDER SECTION 83(b) OF THE CODE, EVEN IF PARTICIPANT REQUESTS THE COMPANY,
OR ITS REPRESENTATIVE, TO MAKE THIS FILING ON PARTICIPANT’S BEHALF.

     

    The
parties have executed this Agreement as of the date first set forth
above.

     

     

    SILICON
IMAGE, INC.

     

    By:                                                                      

     

    Its:                                                                      

     

    RECIPIENT:

     

    Signature                                                                      

     

    Please
Print Name __

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    RECEIPT

     

    Silicon
Image, Inc. hereby acknowledges receipt of (check as applicable):

     

     oA check in the amount of
$_______________

     

     oThe cancellation of
indebtedness in the amount of $_______________

     

    given by
_____________________ as consideration for Certificate No. -________ for
________________ shares of Common Stock of Silicon Image, Inc.

     

    Dated:
_____________________

     

     

    SILICON
IMAGE, INC.

     

    By:                                                                      

     

    Its:                                                                      

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    RECEIPT
AND CONSENT

     

    The
undersigned Participant hereby acknowledges receipt of a photocopy of
Certificate No. -________ for ________________ shares of Common Stock of Silicon
Image, Inc. (the “Company”)

     

    The
undersigned further acknowledges that the Secretary of the Company, or his or
her designee, is acting as escrow holder pursuant to the Restricted Stock
Agreement that Participant has previously entered into with the Company. As
escrow holder, the Secretary of the Company, or his or her designee, holds the
original of the aforementioned certificate issued in the undersigned’s
name.  To facilitate any transfer of Shares to the Company pursuant to
the Restricted Stock Agreement, Participant has executed the attached Assignment
Separate from Certificate.

     

    Dated:
_____________________, 20____

     

    Signature                                                                                     

     

    Please
Print
Name                                                                                     

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    STOCK POWER AND ASSIGNMENT

    SEPARATE FROM STOCK CERTIFICATE

     

    FOR VALUE
RECEIVED and pursuant to that certain Restricted Stock Agreement dated as of
__________________, ____, [COMPLETE AT THE
TIME OF PURCHASE]
(the “Agreement”),
the undersigned Participant hereby sells, assigns and transfers unto
___________________________, __________ shares of the Common Stock $0.001, par
value per share, of Silicon Image, Inc., a California corporation (the “Company”),
standing in the undersigned's name on the books of the Company represented by
Certificate No(s).  ______ [COMPLETE AT THE
TIME OF PURCHASE]
delivered herewith, and does hereby irrevocably constitute and appoint the
Secretary of the Company as the undersigned's attorney-in-fact, with full power
of substitution, to transfer said stock on the books of the
Company.  THIS ASSIGNMENT MAY ONLY BE USED AS AUTHORIZED BY THE
AGREEMENT AND ANY EXHIBITS THERETO.

     

    Dated:
_________________, ___

     

    PARTICIPANT

     

    


    (Signature)

     

    


    (Please
Print Name)

     

    


     

    Instructions
to Participant:  Please do not
fill in any blanks other than the signature line.  The purpose of this
document is to enable the Company and/or its assignee(s) to acquire the shares
upon exercise of its “Repurchase Right” set forth in the Agreement without
requiring additional action by the Participant.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      	
               
      

            	
              SILICON
      IMAGE, INC.

            


    

    
      	
               
      

            	
              2008
      EQUITY INCENTIVE PLAN

            


    

    NOTICE
OF STOCK BONUS AWARD

    GRANT
NUMBER:                                                      

    


    


    Unless
otherwise defined herein, the terms defined in the Company’s 2008 Equity
Incentive Plan (the “Plan”)
shall have the same meanings in this Notice of Stock Bonus Award (the “Notice”).

     

    
      	
               
      

            	
              Name:

            	 	 


    

     

    


    
      	
               
      

            	
              Address:

            	 	 


    

     

     

    
      	
               
      

            	
              You (“Participant”) have been granted an award
      of Shares under the Plan subject to the terms and conditions of the Plan,
      this Notice, and the attached Stock Bonus Award Agreement (the
      “Stock Bonus
      Agreement”) to
      the Plan.

            


    

    


    
      	
               
      

            	
              Number
      of Shares:

            	 	 


    

     

    
      	
               
      

            	
              Date
      of Grant:

            	 	 


    

     

    
      	
                             
      Vesting Commencement Date:

            	 


    

     

    
      	
               
      

            	
              Expiration
      Date:

            	
              The
      date on which all the Shares granted hereunder become vested, with earlier
      expiration upon the Termination
Date

            


    

     

    


    
      	
               
      

            	
              Vesting
      Schedule:

            	
              Subject
      to the limitations set forth in this Notice, the Plan and the Stock Bonus
      Agreement, the Shares will vest in accordance with the following schedule:
      [INSERT VESTING
      SCHEDULE]

            


    

    


    You
understand that your employment or consulting relationship or service with the
Company is for an unspecified duration, can be terminated at any time (i.e., is
“at-will”), and that nothing in this Notice, the Stock Bonus Agreement or the
Plan changes the at-will nature of that relationship.  You acknowledge
that the vesting of the Shares pursuant to this Notice is earned only by
continuing service as an Employee, Director or Consultant of the Company (to the
vesting applies).  Participant also understands that this Notice is
subject to the terms and conditions of both the Stock Bonus Agreement and the
Plan, both of which are incorporated herein by reference.  Participant
has read both the Stock Bonus Agreement and the Plan.

    


    
      	
              PARTICIPANT

            	
              SILICON
      IMAGE, INC.

            


    

    


    
      	
              Signature:_____________________________

            	
              By:_____________________________

            


    

    


    Print
Name:                                                                                  
Its:
_____________________________

    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    SILICON
IMAGE, INC.

    STOCK
BONUS AWARD AGREEMENT

    SILICON
IMAGE, INC. 2008 EQUITY INCENTIVE PLAN

    


    


    Unless
otherwise defined herein, the terms defined in the Company’s 2008 Equity
Incentive Plan (the “Plan”)
shall have the same defined meanings in this Stock Bonus Agreement (the “Agreement”).

     

    You have
been granted a Stock Bonus Award (“Stock Bonus
Award”) subject to the terms, restrictions and conditions of the Plan,
the Notice of Stock Bonus Award (the “Notice”)
and this Agreement.

     

    1.           Issuance.  Stock Bonus
Awards shall be issued in Shares, and the Company’s transfer agent shall record
ownership of such Shares in Participant’s name as soon as reasonably
practicable.

     

    2.           Stockholder
Rights.  Participant shall
have no right to dividends or to vote Shares until Participant is recorded as
the holder of such Shares on the stock records of the Company and its transfer
agent.

     

    3.           No-Transfer.  Unvested Shares,
and unvested Stock Bonus Awards, and any interest in either shall not be sold,
assigned, transferred, pledged, hypothecated, or otherwise disposed of by
Participant or any person whose interest derives from Participant’s
interest.  “Unvested
Shares” are Shares that have not yet vested pursuant to the terms of the
vesting schedule set forth in the Notice.

     

    4.           Termination.  Upon
Participant’s Termination for any reason, all Unvested Shares shall immediately
be forfeited to the Company, and all rights of Participant to such Unvested
Shares shall immediately terminate as of Participant’s Termination
Date.  In case of any dispute as to whether Termination has occurred,
the Committee shall have sole discretion to determine whether such Termination
has occurred and the effective date of such Termination.

     

    5.           U.S. Tax
Consequences.  Upon vesting of
Shares, Participant will include in taxable income the difference between the
fair market value of the vesting Shares, as determined on the date of their
vesting, and the price paid for the Shares.  This will be treated as
ordinary income by Participant and will be subject to withholding by the Company
when required by applicable law.  Before any Shares subject to this
Agreement are issued the Company shall withhold a number of Shares with a fair
market value (determined on the date the Shares are issued) equal to the minimum
amount the Company is required to withhold for income and employment
taxes.  Upon disposition of the Shares, any subsequent increase or
decrease in value will be treated as short-term or long-term capital gain or
loss, depending on whether the Shares are held for more than one year from the
date of settlement.

     

    6.           Acknowledgement.  The Company and
Participant agree that the Stock Bonus Award is granted under and governed by
the Notice, this Agreement and by the provisions of the Plan (incorporated
herein by reference).  Participant: (i) acknowledges receipt of a copy
of the Plan and the Plan prospectus, (ii) represents that Participant has
carefully read and is familiar with their provisions, and (iii) hereby accepts
the Stock Bonus Award subject to all of the terms and conditions set forth
herein and those set forth in the Plan, this Agreement and the
Notice.

     

    7.           Entire
Agreement; Enforcement of Rights.  This Agreement,
the Plan and the Notice constitute the entire agreement and understanding of the
parties relating to the subject matter herein and supersede all prior
discussions between them. Any prior agreements, commitments or negotiations
concerning the purchase of the Shares hereunder are superseded. No modification
of or amendment to this Agreement, nor any waiver of any rights under this
Agreement, shall be effective unless in writing and signed by the parties to
this Agreement. The failure by either party to enforce any rights under this
Agreement shall not be construed as a waiver of any rights of such
party.

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    8.           Compliance with Laws and Regulations.  The issuance of
Shares will be subject to and conditioned upon compliance by the Company and
Participant with all applicable state and federal laws and regulations and with
all applicable requirements of any stock exchange or automated quotation system
on which the Company’s Common Stock may be listed or quoted at the time of such
issuance or transfer.

     

    9.           Governing Law; Severability.  If one or more
provisions of this Agreement are held to be unenforceable under applicable law,
the parties agree to renegotiate such provision in good faith. In the event that
the parties cannot reach a mutually agreeable and enforceable replacement for
such provision, then (i) such provision shall be excluded from this Agreement,
(ii) the balance of this Agreement shall be interpreted as if such provision
were so excluded and (iii) the balance of this Agreement shall be enforceable in
accordance with its terms.  This Agreement and all acts and
transactions pursuant hereto and the rights and obligations of the parties
hereto shall be governed, construed and interpreted in accordance with the laws
of the State of California, without giving effect to principles of conflicts of
law.

     

    10.           No Rights
as Employee, Director or Consultant.  Nothing in this
Agreement shall affect in any manner whatsoever the right or power of the
Company, or a Parent or Subsidiary, to terminate Purchaser’s
service, for any reason, with or without cause.

     

    By your signature and the signature of
the Company’s representative on the Notice, Participant and the Company agree
that this Stock Bonus Award is granted under and governed by the terms and
conditions of the Plan, the Notice and this Agreement.  Participant
has reviewed the Plan, the Notice and this Agreement in their entirety, has had
an opportunity to obtain the advice of counsel prior to executing this
Agreement, and fully understands all provisions of the Plan, the Notice and this
Agreement.  Participant hereby agrees to accept as binding, conclusive
and final all decisions or interpretations of the Committee upon any questions
relating to the Plan, the Notice and this Agreement.  Participant
further agrees to notify the Company upon any change in Participant’s residence
address.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      	
               
      

            	
              SILICON
      IMAGE, INC.

            


    

    
      	
               
      

            	
              2008
      EQUITY INCENTIVE PLAN

            


    

    NOTICE
OF STOCK APPRECIATION RIGHT AWARD

    GRANT
NUMBER:                                                      

     

    Unless
otherwise defined herein, the terms defined in the Company’s 2008 Equity
Incentive Plan (the “Plan”)
shall have the same meanings in this Notice of Stock Appreciation Right Award
(the “Notice”).

     

    
      	
               
      

            	
              Name:

            	 	 


    

     

    
      	
               
      

            	
              Address:

            	 	 


    

     

    
      	
               
      

            	
              You (“Participant”) have been granted an award
      of Stock Appreciation Rights (“SARs”) under the Plan subject to
      the terms and conditions of the Plan, this Notice and the attached Stock
      Appreciation Right Award Agreement (hereinafter “SAR Agreement”).

            


    

     

    
      	
              Number
      of SARs:

            	 	 


    

     

    
      	
              Maximum
      Number of Shares Issuable:

            	 	 


    

     

    
      	
              Date
      of Grant:

            	 	 


    

     

    
      	
              Fair
      Market Value of a Share on Date of Grant:

            	 	 


    

     

    
      	
              Vesting
      Commencement Date:

            	 	 


    

     

    
      	
               
      

            	
              Expiration
      Date:

            	
              The
      date on which settlement of all SARs granted hereunder occurs, with
      earlier expiration upon the Termination
Date

            


    

     

    
      	
               
      

            	
              Vesting
      Schedule:

            	
              Subject
      to the limitations set forth in this Notice, the Plan and the SAR
      Agreement, the SARs will vest in accordance with the following schedule:
      [INSERT VESTING
      SCHEDULE]

            


    

     

    You
understand that your employment or consulting relationship or service with the
Company is for an unspecified duration, can be terminated at any time (i.e., is
“at-will”), and that nothing in this Notice, the SAR Agreement or the Plan
changes the at-will nature of that relationship.  You acknowledge that
the vesting of the SARs pursuant to this Notice is earned only by continuing
service as an Employee, Director or Consultant of the
Company.  Participant also understands that this Notice is subject to
the terms and conditions of both the SAR Agreement and the Plan, both of which
are incorporated herein by reference.  Participant has read both the
SAR Agreement and the Plan.

     

    
      	
              PARTICIPANT

            	
              SILICON
      IMAGE, INC.

            


    

     

    


    Signature:_____________________________                                          By:_____________________________

    


    Print
Name:                                                                                                           Its:
_____________________________


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    SILICON
IMAGE, INC.

    STOCK
APPRECIATION RIGHT AWARD AGREEMENT TO THE

    SILICON
IMAGE, INC. 2008 EQUITY INCENTIVE PLAN

    


    Unless
otherwise defined herein, the terms defined in the Company’s 2008 Equity
Incentive Plan (the “Plan”)
shall have the same meanings in this Stock Appreciation Right Award Agreement
(the “Agreement”).

     

    You have
been granted Stock Appreciation Rights (“SARs”)
subject to the terms and conditions of the Plan, the Notice of Stock
Appreciation Right Award (the “Notice”)
and this Agreement.

     

    10.           Settlement.  Settlement of
SARs shall be made within 30 days following the applicable date of vesting
under the vesting schedule set forth in the Notice.  Settlement of
SARs shall be in Shares, except no fractional shares will be issued in
settlement of SARs.  Any amounts attributable to a fractional share
will be settled in cash.

     

    11.           No
Stockholder Rights.  Unless and until
such time as Shares are issued in settlement of SARs, Participant shall have no
ownership of the Shares allocated to the SARs and shall have no right to vote
such Shares, subject to the terms, conditions and restrictions described in the
Plan and herein.

     

    12.           Dividend
Equivalents.   Dividends,
if any (whether in cash or Shares), shall not be credited to
Participant.

     

    13.           No
Transfer.  The SARs and any
interest therein shall not be sold, assigned, transferred, pledged, hypothecated
or otherwise disposed of.

     

    14.           Termination.  If Participant’s
continuous service to the Company or any of its subsidiaries shall terminate for
any reason, all unvested SARs shall be forfeited to the Company forthwith, and
all rights of Participant to such SARs shall immediately
terminate.  Vested SARs shall be treated in accordance with Section 5
of the Plan regarding exercisability of vested Options.  In case of
any dispute as to whether Termination has occurred, the Committee shall have
sole discretion to determine whether such Termination has occurred and the
effective date of such Termination.

     

    15.           U.S. Tax
Consequences.  Participant
acknowledges that there will be tax consequences upon settlement of the SARs or
disposition of the Shares, if any, received in connection therewith, and
Participant should consult a tax adviser prior to such settlement or
disposition.  Applicable minimum withholding taxes shall be satisfied
by the Company by withholding the applicable number of Shares otherwise
deliverable upon settlement of the SAR in accordance with rules and procedures
established by the Committee.  There is no tax event upon granting of
an SAR.  Upon settlement of the SAR, Participant will include in
income the fair market value of the Shares subject to the Shares payable in
accordance with settlement of the SAR.  The included amount will be
treated as ordinary income by Participant and will be subject to withholding by
the Company.  Upon disposition of the Shares, any subsequent increase
or decrease in value will be treated as short-term or long-term capital gain or
loss, depending on whether the Shares are held greater than one year from the
date of settlement.

     

    16.           Acknowledgement.  The Company and
Participant agree that the SARs are granted under and governed by the Notice,
this Agreement and the provisions of the Plan.  Participant: (i)
acknowledges receipt of a copy of the Plan and the Plan prospectus, (ii)
represents that Participant has carefully read and is familiar with their
provisions, and (iii) hereby accepts the SARs subject to all of the terms and
conditions set forth herein and those set forth in the Plan and the
Notice.

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    17.           Entire
Agreement; Enforcement of Rights.  This Agreement,
the Plan and the Notice constitute the entire agreement and understanding of the
parties relating to the subject matter herein and supersede all prior
discussions between them. Any prior agreements, commitments or negotiations
concerning the purchase of the Shares hereunder are superseded. No modification
of or amendment to this Agreement, nor any waiver of any rights under this
Agreement, shall be effective unless in writing and signed by the parties to
this Agreement. The failure by either party to enforce any rights under this
Agreement shall not be construed as a waiver of any rights of such
party.

     

    18.           Compliance with Laws and Regulations.  The issuance of
Shares will be subject to and conditioned upon compliance by the Company and
Participant with all applicable state and federal laws and regulations and with
all applicable requirements of any stock exchange or automated quotation system
on which the Company’s Common Stock may be listed or quoted at the time of such
issuance or transfer.

     

    19.           Governing Law; Severability.  If one or more
provisions of this Agreement are held to be unenforceable under applicable law,
the parties agree to renegotiate such provision in good faith. In the event that
the parties cannot reach a mutually agreeable and enforceable replacement for
such provision, then (i) such provision shall be excluded from this Agreement,
(ii) the balance of this Agreement shall be interpreted as if such provision
were so excluded and (iii) the balance of this Agreement shall be enforceable in
accordance with its terms.  This Agreement and all acts and
transactions pursuant hereto and the rights and obligations of the parties
hereto shall be governed, construed and interpreted in accordance with the laws
of the State of California, without giving effect to principles of conflicts of
law.

     

    20.           No Rights
as Employee, Director or Consultant.  Nothing in this
Agreement shall affect in any manner whatsoever the right or power of the
Company, or a Parent or Subsidiary of the Company, to terminate Purchaser’s
employment or consulting relationship, for any reason, with or without
cause.

     

    By your signature and the signature of
the Company’s representative on the Notice, Participant and the Company agree
that this SAR is granted under and governed by the terms and conditions of the
Plan, the Notice and this Agreement.  Participant has reviewed the
Plan, the Notice and this Agreement in their entirety, has had an opportunity to
obtain the advice of counsel prior to executing this Agreement, and fully
understands all provisions of the Plan, the Notice and this
Agreement.  Participant hereby agrees to accept as binding, conclusive
and final all decisions or interpretations of the Committee upon any questions
relating to the Plan, the Notice and this Agreement.  Participant
further agrees to notify the Company upon any change in Participant’s residence
address.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    SILICON
IMAGE, INC.

    NOTICE
OF GRANT OF RESTRICTED STOCK UNITS

    (For
U.S. Participants)

    


    


    The
Participant has been granted an award of Restricted Stock Units (the “Award” or “RSUs”)
pursuant to the Silicon Image, Inc. 2008 Equity Incentive Plan, as amended to
the Grant Date (the “Plan”), each of which represents
the right to receive on the applicable Vesting Date one (1) Share, as
follows:

    


    


    
      	
              Participant:

            	 
      	
              Employee
      ID:

            	 
      
	
              Grant
      Date:

            	 
      	
              Grant
      No.:

            	 
      
	
              Number
      of RSUs:

            	
              , subject to adjustment as
      provided by the Award Agreement.

            
	
              Vesting
      Schedule:

            	
              Subject
      to Participant’s continued service to the Company or a Parent or
      Subsidiary of the Company through the applicable “Vesting Date”, RSUs
      shall vest, if at all, and become “Vested RSUs” on each applicable Vesting
      Date, as set forth in Exhibit A
      attached hereto, and on the terms and conditions of which are incorporated
      herein.

            


    

    


    By their
signatures below or by electronic acceptance or authentication in a form
authorized by the Company, the Company and the Participant agree that the Award
is governed by this Notice and by the provisions of the Plan and the Award
Agreement, both of which are made a part of this document.  Unless
otherwise defined herein, capitalized terms shall have the meanings assigned to
such terms in the Award Agreement or the Plan.  The Participant
acknowledges that copies of the Plan, the Award Agreement and the prospectus for
the Plan are available on the Company’s internal web site and may be viewed and
printed by the Participant for attachment to the Participant’s copy of this
Notice.  The Participant represents that the Participant has read and
is familiar with the provisions of the Plan and the Award Agreement, and hereby
accepts the Award subject to all of their terms and conditions.

    


    SILICON
IMAGE,
INC.                                                                           PARTICIPANT

    


    By:                                                                

    Signature

    Its:                                                                

    Date

    Address:1060
E. Arques
Avenue                                                                           

    Sunnyvale, CA 94085,
USA                                                Address

    


    


    
      	
              ATTACHMENTS:

            	
              2008
      Equity Incentive Plan, as amended to the Grant Date; Award Agreement and
      Plan Prospectus

            


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    EXHIBIT
A

    


    VESTING
SCHEDULE

    Time Based
Awards

    


    


    
      	
              Vested
      RSUs:

            	
              Except
      as provided by the Award Agreement and provided that the Participant’s
      service has not Terminated prior to the relevant Vesting Date, the number
      of Vested RSUs shall cumulatively increase on each respective Vesting Date
      set forth below by the number of RSUs set forth opposite such date, as
      follows:

            
	 
      	
              Vesting Date

            	 
      	
              Number of RSUs Vesting

            
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      


    

    


    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    SILICON
IMAGE, INC.

    RESTRICTED
STOCK UNITS AGREEMENT

    (For
U.S. Participants)

    


    Silicon
Image, Inc. has granted to the Participant named in the Notice of Grant of Restricted Stock
Units (the “Notice”) to which this Restricted
Stock Units Agreement (the “Award
Agreement”) is
attached an award consisting of Restricted Stock Units (the “Award”
or “RSUs”) subject to the terms and
conditions set forth in the Notice and this Award Agreement.  The
Award has been granted pursuant to the Silicon Image, Inc. 2008 Equity Incentive
Plan (the “Plan”), as amended to the Grant
Date, the provisions of which are incorporated herein by
reference.  By signing the Notice, the Participant:
(a) acknowledges receipt of and represents that the Participant has read
and is familiar with the Notice, this Award Agreement, the Plan and a prospectus
for the Plan (the “Plan
Prospectus”) in
the form most recently prepared in connection with the registration with the
Securities and Exchange Commission of Shares issuable pursuant to the Plan,
(b) accepts the Award subject to all of the terms and conditions of the
Notice, this Award Agreement and the Plan and (c) agrees to accept as
binding, conclusive and final all decisions or interpretations of the
Compensation Committee (the “Committee”)
or by the Company’s Board of Directors (the “Board”) acting as the Committee
(upon any questions arising under the Notice, this Award Agreement or the
Plan.

     

    DEFINITIONS AND
CONSTRUCTION.

     

    Definitions. Unless otherwise defined
herein, capitalized terms shall have the meanings assigned to such terms in the
Notice or the Plan.

     

    Construction.  Captions and
titles contained herein are for convenience only and shall not affect the
meaning or interpretation of any provision of this Award
Agreement.  Except when otherwise indicated by the context, the
singular shall include the plural and the plural shall include the
singular.  Use of the term “or” is not intended to be exclusive,
unless the context clearly requires otherwise.

     

    ADMINISTRATION.

     

    All
questions of interpretation concerning the Notice, this Award Agreement and the
Plan shall be determined by the Committee or by the Board acting as the
Committee.  All determinations by the Committee or the Board shall be
final and binding upon all persons having an interest in the
Award.  Any officer of the Company shall have the authority to act on
behalf of the Company with respect to any matter, right, obligation, or election
which is the responsibility of or which is allocated to the Company herein,
provided that such officer has apparent authority with respect to such matter,
right, obligation, or election.

     

    THE
AWARD.

     

    Grant of
RSUs. On the Grant
Date, the Participant shall acquire, subject to the provisions of this Award
Agreement, the Number of RSUs set forth in the Notice, subject to adjustment as
provided in section 2.5 of the Plan.  Each RSU represents a right to
receive on a date determined in accordance with the Notice and this Award
Agreement one (1) Share.

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    No
Monetary Payment Required.  The Participant is not required to make
any monetary payment (other than applicable tax withholding, if any) as a
condition to receiving the RSUs or Shares issued upon settlement of the RSUs,
the consideration for which shall be past services actually rendered and/or
future services to be rendered to the Company (or any Parent or Subsidiary) or
for its benefit.  Notwithstanding the foregoing, if required by
applicable corporate law, the Participant shall furnish consideration in the
form of cash or past services rendered to the Company (or any Parent or
Subsidiary) or for its benefit having a value not less than the par value of the
Shares issued upon settlement of the RSUs.  The Participant may also
be subject to, where applicable, the methods of payment required by the
Plan.

     

    VESTING OF RSUS.

     

    Except as
otherwise provided by this section, the RSUs shall vest and become Vested RSUs
as provided in the Notice.  In the event that a Vesting Date as
provided in the Notice (an “Original Vesting
Date”) would
occur on a date on which a sale by the Participant of the Shares to be issued in
settlement of the RSUs becoming Vested RSUs on such Original Vesting Date would
violate the Company’s written policy pertaining to the purchase, sale, transfer
or other disposition of the Company’s equity securities by directors, officers,
employees or other service providers who may possess material, nonpublic
information regarding the Company or its securities (the “Insider Trading
Policy”), such
Vesting Date, in the discretion of the Company, may be deferred until the first
to occur of (a) the next business day on which a sale by the Participant of such
Shares would not violate the Insider Trading Policy or (b) the later of (i) the
last day of the calendar year in which the Original Vesting Date occurred or
(ii) the last day of the Company’s taxable year in which the Original Vesting
Date occurred.

     

    COMPANY REACQUISITION
RIGHT.

     

    In the
event that the Participant’s service Terminates for any reason or no reason,
with or without Cause, the Participant shall forfeit and the Company shall
automatically reacquire all RSUs which are not, as of the time of such
Termination, Vested RSUs, and the Participant shall not be entitled to any
payment therefor.

     

    SETTLEMENT OF THE
AWARD.

     

    Issuance
of Shares. Subject to the
provisions of section 6.3 below, the Company shall issue to the Participant
on the Vesting Date with respect to each Vested RSU to be settled on such date
one (1) Share.  Shares issued in settlement of Vested RSUs shall not
be subject to any restriction on transfer other than any such restriction as may
be required pursuant to section 6.3, section 7 or the Company’s
Insider Trading Policy.

     

    Beneficial
Ownership of Shares; Certificate Registration.   The
Participant hereby authorizes the Company, in its sole discretion, to deposit
for the benefit of the Participant with a broker selected by the Company and
with which the Participant has an account relationship any or all Shares
acquired by the Participant pursuant to the settlement of the Vested
RSUs.  Except as provided by the preceding sentence, a certificate for
the Shares as to which the Award is settled shall be registered in the name of
the Participant, or, if applicable, in the names of the heirs of the
Participant.

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Restrictions
on Grant of the Award and Issuance of Shares.  The grant of the
Award and issuance of Shares upon settlement of the Vested RSUs shall be subject
to compliance with all applicable requirements of federal, state law or foreign
law with respect to such securities.  No Shares may be issued
hereunder if the issuance of such Shares would constitute a violation of any
applicable federal, state or foreign securities laws or other law or regulations
or the requirements of any stock exchange or market system upon which the Shares
may then be listed.  The inability of the Company to obtain from any
regulatory body having jurisdiction the authority, if any, deemed by the
Company’s legal counsel to be necessary for the lawful issuance of any Shares
subject to the Award shall relieve the Company of any liability in respect of
the failure to issue such Shares as to which such requisite authority shall not
have been obtained.  As a condition to the settlement of the Vested
RSUs, the Company may require the Participant to satisfy any qualifications that
may be necessary or appropriate, to evidence compliance with any applicable law
or regulation and to make any representation or warranty with respect thereto as
may be requested by the Company.

     

    Fractional
Shares.  The
Company shall not be required to issue fractional Shares upon the settlement of
the Award.

     

    TAX
WITHHOLDING.

     

    In
General.  At the time the Notice is executed, or at any time
thereafter as requested by the Company, the Participant hereby authorizes
withholding from payroll and any other amounts payable to the Participant, and
otherwise agrees to make adequate provision for, any sums required to satisfy
the federal, state, local and foreign tax withholding obligations of the
Company, if any, which arise in connection with the Award or the issuance of
Shares in settlement thereof.  Alternatively, or in addition, if
permissible under applicable law, the Company may require the Participant to
satisfy such tax withholding obligations through either or both of the methods
described in sections 7.2 and 7.3 below.  The Company shall have no
obligation to process the settlement of the Award or to deliver Shares until the
tax withholding obligations as described in this section have been satisfied by
the Participant.

     

    Assignment
of Sale Proceeds.  Subject to compliance with applicable law and the
Company’s Insider Trading Policy, the Company may, in its discretion, require
the Participant to satisfy all or any portion of the tax withholding obligations
in accordance with procedures established by the Company providing for delivery
by the Participant to the Company or a broker approved by the Company of
properly executed instructions, in a form approved by the Company, providing for
the assignment to the Company of the proceeds of a sale with respect to some or
all of the Shares being acquired upon settlement of Vested RSUs.

     

    Withholding
in Shares.  The Company may, in its discretion, require the
Participant to satisfy all or any portion of the tax withholding obligations by
deducting from the Shares otherwise deliverable to the Participant in settlement
of the Vested RSUs a number of whole Shares having a Fair Market Value, as
determined by the Company as of the date on which the tax withholding
obligations arise, not in excess of the amount of such tax withholding
obligations determined by the applicable minimum statutory withholding
rates.

     

    COMPLIANCE WITH LAWS AND
REGULATIONS

     

    The
vesting of the Award and the issuance and transfer of the Shares shall be
subject to compliance by the Company and Participant with all applicable
requirements of federal and state securities laws and


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    with all
applicable requirements of any stock exchange or market system on which the
Company's common stock may be listed at the time of such issuance or
transfer.  The Participant understands that the Company is under no
obligation to register or qualify the Shares with the SEC, any state securities
commission or any stock exchange or market system to effect such
compliance.

    


    RIGHTS AS A STOCKHOLDER OR
EMPLOYEE.

     

    The
Participant shall have no rights as a stockholder with respect to any Shares
which may be issued in settlement of this Award until the date of the issuance
of such Shares (as evidenced by the appropriate entry on the books of the
Company or of a duly authorized transfer agent of the Company).  No
adjustment shall be made for dividends, distributions or other rights for which
the record date is prior to the date such Shares are issued, except as provided
in section 2.5 of the Plan.  If the Participant is an employee, the
Participant understands and acknowledges that, except as otherwise provided in a
separate, written employment agreement between the Company or a Parent or
Subsidiary and the Participant, the Participant’s employment is “at will” and is
for no specified term.  Nothing in this Award Agreement shall confer
upon the Participant any right to continue in service or interfere in any way
with any right of the Company or any Parent or Subsidiary to Terminate the
Participant’s service at any time.

     

    LEGENDS.

     

    The
Company may at any time place legends referencing any applicable federal, state
or foreign securities law restrictions on all certificates representing Shares
issued pursuant to this Award Agreement.  The Participant shall, at
the request of the Company, promptly present to the Company any and all
certificates representing Shares acquired pursuant to this Award in the
possession of the Participant in order to carry out the provisions of this
section.

     

    MISCELLANEOUS
PROVISIONS.

     

    Termination
or Amendment. The
Board may terminate or amend the Plan or this Award Agreement at any time;
provided, however, that except as provided in section 21 of the Plan in
connection with a corporate transaction, no such termination or amendment may
adversely affect the Participant’s rights under this Award Agreement without the
consent of the Participant unless such termination or amendment is necessary to
comply with applicable law or government regulation.  No amendment or
addition to this Award Agreement shall be effective unless in
writing.

     

    Nontransferability
of the Award.  Prior the issuance of Shares on the applicable Vesting
Date, neither this Award nor any RSUs subject to the Award shall be subject in
any manner to anticipation, alienation, sale, exchange, transfer, assignment,
pledge, encumbrance, or garnishment by creditors of the Participant or the
Participant’s beneficiary, except transfer by will or by the laws of descent and
distribution.  All rights with respect to the Award shall be
exercisable during the Participant’s lifetime only by the Participant or the
Participant’s guardian or legal representative.

     

    Further
Instruments.  The parties hereto agree to execute such further
instruments and to take such further action as may reasonably be necessary to
carry out the intent of this Award Agreement.

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Binding
Effect.  This Award Agreement shall inure to the benefit of the
successors and assigns of the Company and, subject to the restrictions on
transfer set forth herein, be binding upon the Participant and the Participant’s
heirs, executors, administrators, successors and assigns.

     

    Delivery
of Documents and Notices.  Any document relating to participation in
the Plan or any notice required or permitted hereunder shall be given in writing
and shall be deemed effectively given (except to the extent that this Award
Agreement provides for effectiveness only upon actual receipt of such notice)
upon personal delivery, electronic delivery at the e-mail address, if any,
provided for the Participant by the Company or a Parent or Subsidiary, or upon
deposit in the U.S. Post Office or foreign postal service, by registered or
certified mail, or with a nationally recognized overnight courier service, with
postage and fees prepaid, addressed to the other party at the address shown
below that party’s signature to the Notice or at such other address as such
party may designate in writing from time to time to the other
party.

     

    Description
of Electronic Delivery.  The Plan
documents, which may include but do not necessarily include: the Plan, the
Notice, this Award Agreement, the Plan Prospectus, and any reports of the
Company provided generally to the Company’s stockholders, may be delivered to
the Participant electronically.  In addition, the Participant may
deliver electronically the Notice to the Company or to such third party involved
in administering the Plan as the Company may designate from time to
time.  Such means of electronic delivery may include but do not
necessarily include the delivery of a link to a Company intranet or the internet
site of a third party involved in administering the Plan, the delivery of the
document via e-mail or such other means of electronic delivery specified by the
Company.

     

    Consent
to Electronic Delivery.  The Participant acknowledges that the
Participant has read section 11.5(a) of this Award Agreement and consents
to the electronic delivery of the Plan documents and Notice, as described in
section 11.5(a).  The Participant acknowledges that he or she may
receive from the Company a paper copy of any documents delivered electronically
at no cost to the Participant by contacting the Company by telephone or in
writing.  The Participant further acknowledges that the Participant
will be provided with a paper copy of any documents if the attempted electronic
delivery of such documents fails.  Similarly, the Participant
understands that the Participant must provide the Company or any designated
third party administrator with a paper copy of any documents if the attempted
electronic delivery of such documents fails.  The Participant may
revoke his or her consent to the electronic delivery of documents described in
section 11.5(a) or may change the electronic mail address to which such
documents are to be delivered (if Participant has provided an electronic mail
address) at any time by notifying the Company of such revoked consent or revised
e-mail address by telephone, postal service or electronic
mail.  Finally, the Participant understands that he or she is not
required to consent to electronic delivery of documents described in
section 11.5(a).

     

    Integrated
Agreement.  The Plan is incorporated herein by
reference.  The Notice, this Award Agreement and the Plan shall
constitute the entire understanding and agreement of the Participant and the
Company with respect to the subject matter contained herein or therein and
supersedes any prior agreements, understandings, restrictions, representations,
or warranties between the Participant and the Company with respect to such
subject matter other than those as set forth or provided for herein or
therein.  To the extent contemplated herein or therein,
the

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    provisions
of the Notice and the Award Agreement shall survive any settlement of the Award
and shall remain in full force and effect.

     

    Applicable
Law.  This Award Agreement shall be governed by and construed in
accordance with the laws of the State of California as such laws are applied to
agreements between California residents entered into and to be performed
entirely within the State of California.

     

    Interpretation.
Any dispute regarding the interpretation of this Award Agreement shall be
submitted by Participant or the Company to the Compensation Committee for
review.  The resolution of such a dispute by the Committee shall be
final and binding on the Company and Participant.

     

    Counterparts.  The
Notice may be executed in counterparts, each of which shall be deemed an
original, but all of which together shall constitute one and the same
instrument.

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


     

    Silicon Image, Inc.

    Notice of
Grant of Stock
Options                                                         1060 E. Arques Ave.

    Sunnyvale,
CA  94085

    


     

    


    Optionee                                                                                       Option Number:
«Number»

    «Name»                                                                                            
Plan:                      2008

                                        ID:                      «ID»

    


     

    You have
been granted an option to buy Silicon Image, Inc. (the “Company”) Common
Stock.  The pertinent details of your stock option grant are outlined
below:

    


    Date of
Grant:                                             «Date»

    Total Option
Shares:                                 «Shares»

    Exercise Price Per
Share:                       «Price»

    First Vest
Date:                                          «M_1st_vest»

    
      	
               
      

            	
              Expiration
      Date:

            	
              Option
      will expire immediately on termination for cause and 3 months following
      termination for any reason except death or disability, but in no event
      later than «Expire».

            


    

    
      	
               
      

            	
              (refer
      to Section 3 of the Stock Option
Agreement)

            


    

     

    Type
of Stock
Option:                                             Nonqualified
Stock Option

    


     

    Vesting
and Exercise Period:

     

    Provided
that you have continuously provided services to the Company, or any Parent or
Subsidiary (as those terms are defined in the Silicon Image, Inc. 2008 Equity
Incentive Plan), this Option shall vest and become exercisable as
follows:  (Vesting
Schedule to be provided here)

     

    


     

    Acceptance:

     

    Optionee
hereby acknowledges receipt of a copy of the Silicon Image, Inc. 2008 Equity
Incentive Plan (the “Plan”), Plan Prospectus and the Stock Option Agreement (the
“Agreement”).  Please refer to the Plan and Plan Prospectus on our
intranet under the Finance Department/Stock Information tab.  The
Agreement is the contract that fixes the terms of your option, including the
purchase price and period over which your option can be exercised
(purchased).  Optionee has read and understands the terms and
provisions thereof, and accepts this Option subject to all terms and conditions
of the Plan and the Agreement.  Optionee acknowledges that there may
be adverse tax consequences upon exercise of this Option or disposition of the
Shares, and that the Company has advised Optionee to consult a tax advisor prior
to such exercise or disposition.

    


     

    Please
accept this Notice of Grant of Stock Options.  You are not obligated
to purchase these shares; Silicon Image requires that the acceptance of this
document be on file prior to purchase of the shares.

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


     

    ____________________________________

     

    Silicon
Image, Inc.

     

    Harold
Covert, Chief Financial Officer

     

    


     

    


     

    _______________________________________

     

    «Name»

    


     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


    SILICON
IMAGE, INC.

    


    2008
EQUITY INCENTIVE PLAN

    


    STOCK OPTION
AGREEMENT

    (For
Optionees other than Non-Employee Directors and Optionees based in the United
Kingdom)

    


    This Stock Option Agreement (this
"Agreement")
is made and entered into as of the Date of Grant set forth in the Notice of
Grant of Stock Options (the "Notice")
by and between Silicon Image, Inc., a Delaware corporation (the "Company"),
and the Optionee.  Capitalized terms not defined herein shall have the
meanings ascribed to them in the Company's 2008 Equity Incentive Plan (the
"Plan").

    


    1.           Grant of Option.  The
Company hereby grants to Optionee an option (this "Option")
to purchase up to the total number of shares of Common Stock of the Company set
forth in the Notice as Total Option Shares (collectively, the "Shares")
at the Exercise Price Per Share (the "Exercise
Price") set forth in the Notice, subject to the terms and conditions of
this Agreement and the Plan.

    


    2.           Vesting;
Exercise Period.

    


    2.1           Vesting of
Shares.  This Option shall be exercisable as it vests, unless
otherwise indicated in the Notice.  Subject to the terms and
conditions of the Plan and this Agreement, this Option shall vest and become
exercisable pursuant to the vesting schedule specified in the
Notice.   This Option shall cease to vest upon Optionee’s
Termination and Optionee shall in no event be entitled under this Option to
purchase a number of shares of the Company’s Common Stock greater than the
"Total Option Shares."

    


    2.2           Vesting of
Options.  Shares that are vested pursuant to the schedule set
forth in the Notice are "Vested Shares."  Shares that are not vested
pursuant to the schedule set forth in the Notice are "Unvested
Shares."

    


    2.3           Expiration.  This
Option shall expire on the Expiration Date set forth in the Notice and must be
exercised, if at all, on or before the earlier of the Expiration Date or the
date on which this Option is terminated in accordance with the provisions of
Section 3 hereof.

    


    3.           Termination.

    


    3.1           Termination for Any Reason Except Death
,  Disability or cause. If Optionee is Terminated for any
reason except Optionee's Death,  Disability or cause, then this
Option, to the extent (and only to the extent) that it is vested on the
Termination Date, may be exercised by Optionee no later than three (3) months
after the Termination Date, but in no event later than the Expiration
Date.

    


    3.2           Termination Because of Death or Disability.  If
Optionee is Terminated because of Death or Disability of Optionee (or the
Optionee dies within three (3) months after Termination other than for
Disability or cause), then this Option, to the extent that it


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    is vested
on the Termination Date, may be exercised by Optionee (or Optionee's legal
representative or authorized assignee) no later than twelve (12) months after
the Termination Date, but in no event later than the Expiration
Date.

    


    3.3           Termination for
Cause.  If Optionee is Terminated for cause, this Option will
expire on the Optionee’s date of Termination.

    


    3.4           No Obligation to Employ.  Nothing
in the Plan or this Agreement shall confer on Optionee any right to continue in
the employ of, or other relationship with, the Company or any Parent or
Subsidiary of the Company, or limit in any way the right of the Company or any
Parent or Subsidiary of the Company to terminate Optionee's employment or other
relationship at any time, with or without cause.

    


    4.           Manner of Exercise.

    


    4.1           Stock Option Exercise Agreement.  To
exercise this Option, Optionee (or in the case of exercise after Optionee's
death, Optionee's legal representative or authorized assignee) must deliver to
the Company an executed stock option exercise agreement in the form attached
hereto as Exhibit A, or in
such other form as may be approved by the Company from time to time (the "Exercise
Agreement"), which shall set forth, inter alia, Optionee's
election to exercise this Option, the number of shares being purchased, any
restrictions imposed on the shares and any representations, warranties and
agreements regarding Optionee's investment intent and access to information as
may be required by the Company to comply with applicable securities
laws.  If someone other than Optionee exercises this Option, then such
person must submit documentation reasonably acceptable to the Company that such
person has the right to exercise this Option.

    


    4.2           Limitations on Exercise.  This
Option may not be exercised unless such exercise is in compliance with all
applicable federal and state securities laws, as in effect on the date of
exercise.  This Option may not be exercised for less than 100 Shares,
unless it is exercised as to all Shares then exercisable.

    


    4.3           Payment.  The
Exercise Agreement shall be accompanied by full payment of the Exercise Price
for the Shares being purchased.  Payment may be in the form of cash
(by check), or where permitted by law:

    


    
      	
               
      

            	
              (a)

            	
              by
      cancellation of indebtedness of the Company to the
    Optionee;

            


    

    


    
      	
               
      

            	
              (b)

            	
              by
      surrender of shares of the Company's Common Stock that: (A) either (1)
      have been paid for within the meaning of SEC Rule 144 (and, if such shares
      were purchased from the Company by use of a promissory note, such note has
      been fully paid with respect to such shares); or (2) were obtained by
      Optionee in the open public market; and
      (B) are clear of all liens, claims, encumbrances or security
      interests;

            


    

    


    
      	
               
      

            	
              (c)

            	
              by
      waiver of compensation due or accrued to Optionee for services
      rendered;

            


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    (d)           provided
that a public market for the Company's stock exists:  (1) through a
"same day sale" commitment from Optionee and a broker-dealer that is a member of
the Financial Industry Regulatory Authority (a "Dealer"),
whereby Optionee irrevocably elects to exercise this Option and to sell a
portion of the Shares so purchased to pay for the Exercise Price and whereby the
Dealer irrevocably commits upon receipt of such Shares to forward the exercise
price directly to the Company; or (2) through a
"margin" commitment from Optionee and a Dealer, whereby Optionee irrevocably
elects to exercise this Option and to pledge the Shares so purchased to the
Dealer in a margin account as security for a loan from the Dealer in the amount
of the Exercise Price, and whereby the Dealer irrevocably commits upon receipt
of such Shares to forward the Exercise Price directly to the Company;
or

    


    
      	
               
      

            	
              (f)

            	
              by
      any combination of the foregoing.

            


    

    


    4.4           Tax Withholding.  Prior
to the issuance of the Shares upon exercise of this Option, Optionee must pay or
provide for any applicable federal or state withholding
obligations.  If the Committee permits, Optionee may provide for
payment of withholding taxes upon exercise of this Option by requesting that the
Company retain Shares with a Fair Market Value equal to the minimum amount of
taxes required to be withheld.  In such case, the Company shall issue
the net number of Shares to the Optionee by deducting the Shares retained from
the Shares issuable upon exercise.

    


    4.5           Issuance of Shares.  Provided
that the Exercise Agreement and payment are in form and substance satisfactory
to counsel for the Company, the Company shall issue the Shares registered in the
name of Optionee, Optionee's authorized assignee, or Optionee's legal
representative, and shall deliver certificates representing the
Shares.

    


    5.           Compliance with Laws and Regulations.  The exercise of
this Option and the issuance and transfer of Shares shall be subject to
compliance by the Company and Optionee with all applicable requirements of
federal and state securities laws and with all applicable requirements of any
stock exchange on which the Company's Common Stock may be listed at the time of
such issuance or transfer.  Optionee understands that the Company is
under no obligation to register or qualify the Shares with the Securities and
Exchange Commission, any state securities commission or any stock exchange to
effect such compliance.

    


    6.           Nontransferability of Option.  This Option may
not be transferred in any manner other than under the terms and conditions of
the Plan or by will or by the laws of descent and distribution and may be
exercised during the lifetime of Optionee only by Optionee.  The terms
of this Option shall be binding upon the legal representative or authorized
assignee of Optionee.

    


    7.           Tax Consequences.  Set forth below
is a brief summary as of the date the Board adopted the Plan of some of the
federal tax consequences of exercise of this Option and disposition of the
Shares.  THIS SUMMARY IS NECESSARILY INCOMPLETE, AND TAX LAWS AND
REGULATIONS ARE SUBJECT TO CHANGE.  OPTIONEE SHOULD CONSULT A TAX
ADVISOR BEFORE EXERCISING THIS OPTION OR DISPOSING OF THE
SHARES.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


    7.1           Exercise of Nonqualified Stock Option.  To
the extent this Option does not qualify as an Incentive Stock Option, there may
be a regular federal income tax liability upon the exercise of this
Option.  Optionee will be treated as having received compensation
(taxable at ordinary income tax rates) equal to the excess, if any, of the fair
market value of the Shares on the date of exercise over the Exercise
Price.  The Company may be required to withhold from Optionee's
compensation or collect from Optionee and pay to the applicable taxing
authorities an amount equal to a percentage of this compensation at the time of
exercise.

    


    7.2           Disposition of Shares.  The
following tax consequences may apply upon disposition of the
Shares.

    


    a.           Nonqualified Stock
Options.  If the Shares are held for more than twelve (12)
months after the date of the transfer of the Shares pursuant to the exercise of
a Non-Qualified Stock Option, any gain realized on disposition of the Shares
will be treated as a long-term capital gain.

    


    8.           Privileges of Stock Ownership.  Optionee shall
not have any of the rights of a stockholder with respect to any Shares until the
Shares are issued to Optionee.

    


    9.           Interpretation.  Any dispute
regarding the interpretation of this Agreement shall be submitted by Optionee or
the Company to the Committee for review.  The resolution of such a
dispute by the Committee shall be final and binding on the Company and
Optionee.

    


    10.           Entire Agreement.  The Plan is
incorporated herein by reference.  This Agreement, the Notice, the
Plan and the Exercise Agreement constitute the entire agreement and
understanding of the parties hereto with respect to the subject matter hereof
and supersede all prior understandings and agreements with respect to such
subject matter.

    


    11.           Notices.  Any notice
required to be given or delivered to the Company under the terms of this
Agreement shall be in writing and addressed to the Corporate Secretary of the
Company at its principal corporate offices.  Any notice required to be
given or delivered to Optionee shall be in writing and addressed to Optionee at
the address indicated on the Notice or to such other address as such party may
designate in writing from time to time to the Company.  All notices
shall be deemed to have been given or delivered upon:  personal
delivery; three (3) days after deposit in the United States mail by certified or
registered mail (return receipt requested); one (1) business day after deposit
with any return receipt express courier (prepaid); or one (1) business day after
transmission by facsimile.

    


    12.           Successors and Assigns.  The Company may
assign any of its rights under this Agreement.  This Agreement shall
be binding upon and inure to the benefit of the successors and assigns of the
Company.  Subject to the restrictions on transfer set forth herein,
this Agreement shall be binding upon Optionee and Optionee's legal
representatives or authorized assignee.

    


    13.           Governing Law.  This Agreement
shall be governed by and construed in accordance with the internal laws of the
State of California, without regard to that body of law pertaining to choice of
law or conflict of law.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


     

    
      	
               
      

            	
                    
                EXHIBIT
      A

                Silicon
      Image, Inc.

                Stock
      Option Exercise Notice

                (for
      Optionees not based in the United Kingdom)

YOU
      MUST SUBMIT THIS FORM TO STOCK ADMINISTRATION PRIOR TO CONTACTING YOUR
      BROKER.

            


    

    


    


    I am
exercising my Silicon Image stock options as follows:

    


    (A)
Grant/Option
#:                                                      (B) Total # of Shares to
Exercise:                                                                           

    


    (C) Cost
per
Share:  $                                                                  
(D) Total Exercise Cost (B) X (C):  $

    


    (E) Grant
Type (circle
one):  ISO     NQ                                     (F)
Tax Amount Due if NQ: $

     

    Please
leave NQ tax amount blank –

     

    Stock
Administration will calculate, if applicable.

    


    (G)
Exercise
Date:                                                      (H) Are any of these shares
unvested?  YES   NO

     

    
      	
              Please
      leave exercise date blank for methods

            	 	
              If
      yes, please consult with your tax advisor regarding
  an

            


    

    1
& 2 – Stock Administration will
complete                                 83(b)
election which must be made and filed with the IRS

    when
transaction is
complete.                                                          within
30 days of exercise.  See Stock Administration for an election
form.

    


    Please
indicate the transaction method below.  See reverse side of this form
for a brief explanation of each method.

    


              Method
1                     SAME DAY
SALE  You must contact a Silicon Image designated broker to
place this trade.

    Please
indicate which broker you have selected below.

    


              Method
2                     SELL TO
COVER I am
exercising                                                                           
shares, but want to sell only  
shares.

    The
balance will be deposited in the account I’ve designated below.  You
must contact a Silicon

    Image
designated broker to place this trade.  Please indicate which broker
you have selected

    below.

    


              Method
3                     EXERCISE
& HOLD  Please attach a personal check, made payable to
Silicon Image for the

    amounts
indicated in items (D) and (F) above.  Please indicate below where you
would like your

    stock
certificate to be mailed.

    


         
Broker
Name                      

    


          Broker
Address                                

    
                 Account
#                      

    


    


    


              Credit
Suisse First
Boston                                                      Account
#                                           (415) 249-2258

              Deutsche
Bank Alex
Brown                                                    Account
#                                           (415) 617-3252

              E*Trade/OptionsLink                                                      It is not necessary to complete this
form – please go to

     www.etrade.com
or www.optionslink.com

    or
call (800) 838-0908 to complete your trade.

    


    


    I
authorize the broker to remit funds to Silicon Image to pay for this exercise
and any applicable taxes and I understand that the shares will be sent directly
to the broker address I have indicated above.  I acknowledge receipt
of the prospectus covering shares of common stock offered to optionees under the
Company’s Stock Option Plan.  The Plan and Option Agreement are
incorporated herein by reference.  The Exercise Agreement, the Plan
and Option Agreement constitute the entire agreement and understanding of the
parties and supercede in their entirety all prior understandings and agreements
of the Company and Optionee with respect to the subject matter
hereof.  I UNDERSTAND
THAT I MAY SUFFER ADVERSE TAX CONSEQUENCES AS A RESULT OF THE PURCHASE OR
DISPOSITION OF THESE SHARES.  I HAVE CONSULTED WITH ANY TAX
CONSULTANT(S) I DEEM ADVISABLE IN CONNECTION WITH THE PURCHASE OR DISPOSITION OF
THE SHARES AND CERTIFY THAT I AM NOT RELYING ON THE COMPANY FOR TAX
ADVICE.  __________  (Initial here)

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


     

    First
Name                                Middle
Initial                                           Last
Name                                Signature

    


    


    Social
Security
#                                                                Employee
ID
#                                                Phone
Number

    


    


    Current
Address


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


      EXHIBIT
A

      Silicon
Image, Inc.

      Stock
Option Exercise Notice

      (for
Optionees not based in the United Kingdom)



    NOTE FOR NON-QUALIFIED (NQ) OPTIONS
ONLY – Tax is required to be withheld or collected upon exercise of all
non-qualified stock options.  The tax is based on the spread between
the sale price (closing fair market value if not same day sale) and the exercise
price multiplied by 35.75% (25% federal; 9.3% CA state; 1.45%
Medicare).  In addition, Social Security tax may be withheld or
collected depending on what you have paid year to date.

    


    


    Method 1
– SAME DAY SALE

    You are
selling all vested shares as indicated on the Exhibit A.

    


    Method 2 – SELL TO
COVER

    You want
to exercise vested shares and sell a portion of these shares to cover the cost
and applicable taxes of all the exercised shares.  The balance of
unsold shares will be deposited into your brokerage account for future
sale.

    


    Method 3 - EXERCISE &
HOLD

    You only
want to exercise (purchase) the shares in order to sell them at a later
date.

    


    


     

    
      	
               
      

            	
              Silicon
      Image Designated Brokers

            


    

    


     

    
      	
              Credit
      Suisse First Boston

            	
              Morgan
      Stanley

            


    

    Private
Client
Services                                                                           101
California St

    650
California St., 31st
Floor                                                                   San
Francisco, CA

    San
Francisco,
CA  94108                                                                      (800)
248-3565

    Suzette
Callejo (415)
249-2258                                                              
Jesse Bromberg (415) 693-6876

    Fax –
(415) 395-1402

    


    


     

    
      	
              E*Trade/OptionsLink

            	
              Deutsche
      Bank Alex. Brown

            


    

    P.O. Box
989032                                                                                                   
101 California Street, 46th
Floor

    West
Sacramento,
CA  95798-9858                                                                   
San Francisco, CA  94111

    www.etrade.com or www.optionslink.com                                                     Cheryl
Nobusada (415) 617-3252

    (800)
838-0908 (press “#0” for service
representative)                                   Fax
– (415) 617-4270

    (650)
599-0125 (from outside the United States)