Exhibit 10.02


 


CONSULTING AGREEMENT


 


This Consulting Agreement (this “Agreement”) is being entered into on
August 17, 2004 by and between Silicon Image, Inc., a Delaware
corporation with its principal place of business at 1060 East Arques Avenue,
Sunnyvale, California 94085 (“Company”)
and Robert G. Gargus (“Consultant”)
and in connection with that certain Amended and Restated Employment Agreement,
dated August 17, 2004 by and between the Company and the Consultant (“Restated Employment Agreement”).  This Agreement will become effective as of
the Separation Date, as defined in the Restated Employment Agreement (the “Effective Date”). As used herein, “Party” or “Parties” will refer to Company, Consultant or both, as the
case may be and Consultant includes the Consultant, and all employees and
agents of the Consultant.


 


RECITALS


 


WHEREAS, Consultant and Company have entered into the Restated
Employment Agreement, pursuant to which Consultant has agreed to provide the
Company with certain consulting services as of the Effective Date; and


 


WHEREAS, Consultant desires to perform, and Company desires to have
Consultant perform, consulting services as an independent contractor to
Company.


 


NOW, THEREFORE, the Parties
agree as follows:


 


1.                                       Services


 


1.1                                 Performance.                           Consultant
will perform the following consulting “Services”:  (a) provide transition assistance to the
Company’s Chief Executive Officer and Chief Financial Officer and (b) at any
point in time following the Separation Date, to assist as reasonably necessary
the Company with any reviews, investigations or examinations of the Company’s
financial and accounting results, policies, practices and other matters during
your period of employment with the Company. 
In addition, Consultant agrees to use all diligent and reasonable
efforts to perform the Services during the Period of Consultancy.


 


1.2                                 Period
of Consultancy.                      The
“Period of Consultancy” will commence on the Effective Date and will terminate
six (6) months following the Effective Date.


 


1.3                                 Payment.                                               The
Company will, as sole compensation for the Consultant’s performance of the
Services grant Consultant the Accelerated Vesting (as defined in the Restated
Employment Agreement) upon the Separation Date (as defined in the Restated
Employment Agreement). Company will
also reimburse Consultant for his reasonable out-of-pocket expenses incurred in
performing the Services that are approved in advance by Company’s Chief
Executive Officer or Chief Financial Officer. 
Consultant will invoice Company on a monthly basis for such
out-of-pocket expenses and Company will pay each such invoice no later than
thirty (30) days after its receipt. 
Consultant will receive no other compensation or remuneration in
connection with or based upon the Services.


 
















 


2.                                      Relationship
of the Parties


 


2.1                                 Independent
Contractor.             Consultant
is an independent contractor and is not an agent or employee of, and has no
authority to bind, Company by contract or otherwise.  Consultant will perform the Services under
the general direction of Company, but Consultant will determine, in
Consultant’s sole discretion, the manner and means by which the Services are
accomplished, subject to the requirement that Consultant shall at all times
comply with applicable law.


 


2.2                                 Employment
Benefits.                            Except
as set forth in paragraph 3 of the Restated Employment Agreement, Consultant
will not be entitled to receive any vacation or illness payments, or to
participate in any plans, arrangements, or distributions by the Company
pertaining to any bonus, stock option, profit sharing, insurance or similar
benefits for Company’s employees.


 


3.                                      Confidential
Information          Consultant
acknowledges that Consultant will acquire information and materials from
Company and knowledge about the business, products, customers, clients and
suppliers of Company and that all such knowledge, information and materials
acquired, and the existence, terms and conditions of this Agreement, are and
will be the trade secrets and confidential and proprietary information of
Company (collectively “Confidential
Information”). Confidential Information will not include, however,
any information that is or becomes part of the public domain through no fault
of Consultant or that Company regularly gives to third parties without
restriction on use or disclosure. Consultant agrees to hold all such
Confidential Information in strict confidence, not to disclose it to others or
use it in any way, commercially or otherwise, except in performing the
Services, and not to allow any unauthorized person access to it, either before
or after expiration or termination of this Agreement.  Consultant further agrees to take all action
reasonably necessary and satisfactory to protect the confidentiality of the
Confidential Information including, without limitation, implementing and
enforcing operating procedures to minimize the possibility of unauthorized use
or copying of the Confidential Information.


 


4.                                      Termination
and Expiration


 


4.1                                 Termination.                             Either
party may terminate this Agreement in the event of a breach by the other party
if such breach continues uncured for a period of ten (10) days after written
notice.


 


4.2                                 Expiration.                                        Unless
terminated earlier, this Agreement will expire at the end of the Period of
Consultancy.


 


4.3                                 No
Election of Remedies.           The
election by Company to terminate this Agreement in accordance with its terms
shall not be deemed an election of remedies, and all other remedies provided by
this Agreement or available at law or in equity shall survive any termination.


 
















 


5.                                      Effect of Expiration or Termination


 


Upon the expiration or
termination of this Agreement for any reason:


 


a)              each
party will be released from all obligations to the other arising after the date
of expiration or termination, except that expiration or termination of this
Agreement for any reason will not relieve Company of its obligations under
Sections 1.3, 6 and 8 nor will this release indemnification obligations with
respect to any claims (including coverage of attorneys’ fees and costs for
Employee’s individual representation) arising under Consultant’s existing
rights to indemnification and defense pursuant to the articles and bylaws of
the Company for acts as a director and/or officer or to Consultant’s rights of
insurance under any director and officer liability policy in effect covering
the Company’s directors and officers or Consultant’s rights under California
Labor Code section 2802 or Consultant of its obligations under Sections 2.2, 3,
6 and 8 nor will expiration or termination relieve Consultant or Company from
any liability arising from any breach of this Agreement; and


 


b)             upon
the Company’s reasonable request, Consultant will promptly notify Company of
all Confidential Information in Consultant’s possession and, at the expense of
Consultant and in accordance with Company’s instruction, will promptly deliver
to Company all such Confidential Information.


 


6.                                      Limitation
of Liability


 


IN NO EVENT SHALL COMPANY OR CONSULTANT BE LIABLE FOR ANY SPECIAL,
INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES OF ANY KIND IN CONNECTION WITH
THIS AGREEMENT, EVEN IF COMPANY OR CONSULTANT HAS BEEN INFORMED IN ADVANCE OF
THE POSSIBILITY OF SUCH DAMAGES.


 


7.                                      Competitive
Activities


 


Consultant will not during the
term of this Agreement, directly or indirectly, in any individual or
representative capacity, engage or participate in or provide services to any
business whose primary business is directly competitive with Company.


 


8.                                      General


 


8.1                                 Assignment.                            Consultant
may not assign Consultant’s rights or delegate Consultant’s duties under this
Agreement either in whole or in part without the prior written consent of
Company.  Any attempted assignment or
delegation without such consent will be void.


 


8.2                                 Attorneys’
Fees.      If any action is necessary
to enforce the terms of this Agreement, the substantially prevailing party will
be entitled to reasonable attorney’s fees, costs and expenses in addition to
any other relief to which such prevailing party may be entitled.


 
















 


8.3                                 Governing
Law Severability.                                          This
Agreement will be governed by and construed in accordance with the laws of the
State of California excluding that body of law pertaining to conflict of
laws.  If any provision of this Agreement
is for any reason found to be unenforceable, the remainder of this Agreement
will continue in full force and effect.


 


8.4                                 Notices.    Any notices under this
Agreement will be sent by certified or registered mail, return receipt
requested, to the address specified below or such other address as the party
specifies in writing.  Such notice will
be effective upon its mailing as specified.


 


8.5                                 Complete
Understanding; Modifications.                      This
Agreement, together with the Restated Employment Agreement between the parties
of even date herewith, constitutes the complete and exclusive understanding and
agreement of the parties and supersedes all prior understandings and
agreements, whether written or oral, with respect to the subject matter hereof
and thereof.  Any waiver, modification or
amendment of any provision of this Agreement will be effective only if in
writing and signed by the parties hereto.


 


IN WITNESS WHEREOF, the parties
have executed this Agreement as of August 17, 2004.


 


	
  COMPANY

  	
  CONSULTANT

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ David D.
  Lee

  	
   

  	
  /s/ Robert
  G. Gargus

  	
   

  
	
   

  	
   

  	
   

  
	
  Name:

  	
  David D. Lee

  	
   

  	
  Robert G.
  Gargus

  	
   

  
	
   

  	
   

  	
   

  
	
  Title:

  	
  Chief
  Executive Officer

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Date:

  	
  August 17,
  2004