exv10w02



 






Exhibit 10.02




August 18, 2005




Robert Freeman




Dear Robert,



Silicon Image, Inc. (the “Company”) is pleased to confirm our employment offer to you as
specified herein with a start date of August 22, 2005. The terms of our offer and the benefits
currently provided by the Company are as follows:





	1.	 	As you are aware the Company’s current Chief Financial Officer is on a leave of absence and
you are being hired to be the Company’s Interim Chief Financial Officer during his absence. As
Interim Chief Financial Officer you will report to Steve Tirado, the Company’s Chief Executive
Officer, and will be responsible for exercising the duties and responsibilities typically
associated with a public company Chief Financial Officer, including participating in the
Company’s internal management certification process, and the preparation and certification of
the Company’s SEC financial reports.






	2.	 	Your total cash compensation will be $30,000.00 per month. In addition, you will be eligible
to participate in regular health insurance and other employee benefit plans established by the
Company for its employees from time to time.






	3.	 	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.






	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.	 	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, however if the Company terminates you without cause
before November 22, 2005 you shall be entitled to receive the compensation set forth in
Section 2 through November 22, 2005. 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 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 Thursday August 18, 2005. 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,




Steve Tirado

Chief Executive 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/ Robert Freeman

	 	August 18, 2005
	 	August 18, 2005
	 

	 	 
	 	 
	Robert Freeman

	 	Date
	 	Start Date