Exhibit 10.03


 


April 30, 2004


 


Dale Brown


 


Dear Dale:


 


Silicon Image, Inc. (the “Company”)
is pleased to confirm our offer to you in the position of Corporate
Controller reporting to Bob Gargus starting
May 5, 2004.  
The terms of our offer and the benefits currently provided by
the Company are as follows:


 


1.               Your
starting base salary will be $185,000.00 per year and
will be subject to annual review. In addition, you will be eligible to
participate in the Silicon Image company-wide bonus program with an incentive target of 20% of base salary (pro-rated
for completed service), as well as regular health insurance and other employee
benefit plans established by the Company for its employees from time to time.


 


2.               As
an employee of the Company you will have access to certain Company confidential
information and you may, during the course of your employment, develop certain
information or inventions which will be the property of the Company.  During the period that you render services to
the Company, you agree to not engage in any employment, business or activity
that is in any way competitive with the business or proposed business of the
Company.  You will disclose to the
Company in writing any other gainful employment, business or activity that you
are currently associated with or participate in that competes with the
Company.  To protect the interest of the
Company, you will need to sign the Company’s standard “Employee Inventions and
Confidentiality Agreement” as a condition of your employment.  We wish to impress upon
you that we do not wish you to bring any confidential or proprietary material
of any former employer or to violate any other obligations you may have to your
former employer.  You
represent that your signing of this offer letter, agreement(s) concerning stock
options granted to you under the Plan (as defined below) and the Company’s
Employee Invention Assignment and Confidentiality Agreement and your
commencement of employment with the Company will not violate any agreement
currently in place between yourself and current or past employers.


 


3.               Management
will recommend that the Board of Directors approve a grant to you of stock
options for 80,000 shares of the Company’s
Common Stock.  The vesting schedule for all options will be at a rate of 25% after the
first 12 months of employment, and thereafter, at 2.083% after each full
succeeding month you are employed by the Company. However, the grant of
such options by the Company is subject to the Board’s approval and this promise
to recommend such approval is not a promise of compensation, and is not
intended to create any obligation on the part of the Company.  Further details on the Company’s Option Plan
and any specific grant to you will be provided upon approval of such grant by
the Board.


 


4.               This
offer of employment is made to you in confidence, and we ask that you not
disclose its terms to anyone outside your immediate family.  If you do disclose any of its terms to such a
family member, please caution him or her that such information is confidential
and must not be disclosed to anyone.


 


5.               While
we look forward to a long and profitable relationship, should you decide to
accept our offer, you will be an at-will employee of the Company, which means
the employment relationship can be terminated by either of us for any reason or
no reason, at any time and without notice. 
Any statements or representations to the contrary (and, indeed, any
statements contradicting any provision in this letter) should be regarded by you
as ineffective.  Further, your participation
in any stock option


 
















 


or benefit
program is not to be regarded as assuring you of continuing employment for any
particular period of time.


 


6.               Please
note that because of employer regulations adopted in the Immigration Reform and
Control Act of 1986, within three business days of starting your new position
you will need to present documentation demonstrating that you have
authorization to work in the United States. 
If you have questions about this requirement, which applies to U.S.
citizens and non-U.S. citizens alike, you may contact our Human Resource
department.


 


7.               Please
also note that due to United States export control laws, the Company may need
to make inquiries into your citizenship if you will have probable or actual
contact with certain technology and/or source code.  Should the Company determine that you will
have probable or actual contact with certain technology and/or source code, and
should you be a citizen of an embargoed country under United States export
control laws, this may have a material effect on the terms and conditions of
your employment with the Company.


 


8.               You
and the Company agree to submit to mandatory and exclusive binding arbitration
any controversy or claim arising out of, or relating to, this Agreement or any
breach hereof, provided, however, that the parties retain their right to, and
shall not be prohibited, limited or in any other way restricted from, seeking
or obtaining equitable relief from a court having jurisdiction over the
parties.  Such arbitration shall be
conducted through the American Arbitration Association in the State of
California, Santa Clara County, before a single arbitrator, in accordance with
the National Rules for the Resolution of Employment Disputes of the American
Arbitration Association in effect at that time. 
The arbitrator must decide all disputes in accordance with California
law and shall have power to decide all matters, including arbitrability.  You will bear only those costs of arbitration
you would otherwise bear had you brought a covered claim in court.  When the arbitrator has issued a decision,
judgment on that decision may be entered in any court having jurisdiction
thereof.  We each understand and agree
that we are waiving a trial by jury.


 
















 


9.               This
offer will remain valid until Wednesday May 5, 2004.  If you decide to accept our offer please sign
the enclosed copy of this letter in the space indicated and return it to the
Human Resource department.  Your
signature will acknowledge that you have read and understood and agreed to the
terms and conditions of this offer and the attached documents.  Should you have anything else that you wish
to discuss, please do not hesitate to call.


 


We look
forward to the opportunity to welcome you to Silicon Image, Inc.


 


Sincerely,


 


 


	
  /s/ Robert
  Gargus

  	
   

  
	
   

  
	
  Bob Gargus

  
	
  Chief
  Financial Officer

  



 


 


My signature
below indicates acceptance of the terms and conditions of this offer and
acknowledgement that I have read and understood the terms and conditions of
this offer.


 


 


	
  /s/ Dale
  Brown

  	
   

  	
  5/3/04

  	
   

  	
  5/5/04

  	
   

  
	
  Dale Brown

  	
   

  	
  Date

  	
   

  	
  Start Date