exv10w01



 






Exhibit 10.01




November 8, 2005




Robert Freeman




Dear Bob:



Silicon Image, Inc. (the “Company”) is pleased to confirm our offer to you with us, in the
position of Chief Financial Officer, starting November 14, 2005. The terms of our offer and the
benefits currently provided by the Company are as follows:





	1.	 	Your initial annual base salary will be $250,000, payable in accordance with the Company’s
normal payroll practices with such payroll deductions and withholdings as are required by law
and subject to adjustment by the Board of Directors of the Company (the “Board”), or a
committee of the Board. As Chief Financial Officer, you will be eligible to
participate in regular bonus, health insurance, vacation, and other employee benefit plans
established by the Company for its employees from time to time. Please note you will not be
eligible to participate in the Company 2005 Bonus Plan based on your hire date.






	2.	 	You will have overall responsibility for the financial management of the Company and will
report directly to the Chief Executive Officer. You will be expected to devote your full
working time and attention to the business of the Company, and you will not render services to
any other business without the prior approval of the Board or, directly or indirectly, engage
or participate in any business that is competitive in any manner with the business of the
Company. You will also be expected to comply with and be bound by the Company’s operating
policies, procedures and practices that are from time to time in effect during the term of
your employment.






	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 that will be the property of 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.






	4.	 	We will recommend that the Board approve a grant to you, contingent on you consummating
employment with the Company as Chief Financial Officer, of stock options for 250,000 shares of
the Company’s Common Stock at an exercise price equal to the closing price on the date that
you begin employment with the Company. Provided you continue to provide services to the
Company, the stock options will become vested and exercisable with respect to 25% of the total shares granted on the 12 month anniversary date of your employment commencement date, and
thereafter on the same date of each succeeding month an additional 2.083% of the total shares
granted under the stock option will





 









 











	 	 	become vested and exercisable. However, the grant of
such stock 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 stock option plan and on any specific stock option grant to you will be
provided upon approval of such stock option grant by the Board.






	5.	 	Upon termination of your employment with the Company for any reason, you will receive payment
for all unpaid salary and vacation accrued to the date of your termination of employment; and
your benefits will terminate pursuant to the Company’s then existing benefit plans and
policies as provided under the terms of such plans and policies and as required by applicable
law. Under certain circumstances, you will also be entitled to receive severance benefits as
set forth below, but you will not be entitled to any other compensation, award or damages with
respect to your employment or termination. A general release of claims agreement, as provided
by the Company, must be executed by you and delivered to the Company in order for you to
receive any severance benefits.






	 	a)	 	In the event of your voluntary termination or termination for Cause, you will not
be entitled to any cash severance benefits or additional vesting of shares of restricted
stock or options.
	 
	 	b)	 	In the event of your involuntary termination without Cause, you will be entitled to
(i) continue to receive your salary for six (6) months following termination, at the same
rate of your base salary at the time of termination, (ii) six (6) months acceleration on
the vesting of any options to purchase shares of the Company’s common stock that you hold
at the time of termination; (iii) any target bonus that you are eligible for at the time
of termination, prorated for the portion of the fiscal year that you were employed; and
(iv) payment by the Company of your COBRA insurance premiums, should you elect coverage,
for a period of the shorter of six (6) months following termination or until you become
employed at a new position (Items (i), (ii), (iii), and (iv) being collectively defined
as “Severance Payments”); provided however, that in no event shall you receive
Severance Payments if you fail to execute and deliver to the Company, a general release
of claims, as provided to you by the Company. Severance Payments, if any, shall be made
less applicable deductions and withholdings and in accordance with the Company’s normal
payroll practices.
	 
	 	c)	 	“Cause” means (i) any breach of this agreement, the Employee Inventions and
Confidentiality Agreement between you and the Company, or any other written agreement
between you and the Company, if such breach causes harm to the Company; (ii) any
negligence or willful misconduct by you in your performance of duties to the Company that
causes harm to the Company, including (without limitation) repeated failure to follow the
directions of the person to whom you report; (iii) your repeated failure to diligently
follow the lawful directions of the Board of Directors of the Company or your repeated
failure to diligently perform your duties in a reasonable manner pursuant to this
agreement; (iv) your commission of a felony under the laws of the United States or any
state thereof; (v) your commission of any act of fraud, embezzlement or dishonesty or
breach of fiduciary duties; (vi) your abuse of alcohol or controlled substances that has
a detrimental effect upon your performance of your duties under this agreement; or (vii)
a good faith determination by the Company’s Board of Directors or the person to whom you
report that your performance is unsatisfactory. A termination





 









 











	 	 	 	without Cause shall mean a
termination for any reason other than those listed in clauses (i)-(vii) of the preceding
sentence or death or disability.






	6.	 	This letter agreement constitutes the entire understanding and agreement of the parties
hereto with respect to the subject matter hereof and supersedes all prior and contemporaneous
agreements or understandings, inducements or conditions, express or implied, written or oral,
between the parties with respect to such subject matter.






	7.	 	This agreement will be governed by the laws of the State of California without reference to
conflict of laws provisions.






	8.	 	You agree that any dispute regarding the interpretation or enforcement of this agreement
shall be decided by confidential, final and binding arbitration conducted by Judicial
Arbitration and Mediation Services (“JAMS”) under the then existing JAMS rules rather
than by litigation in court, trial by jury, administrative proceeding or in any other forum.






	9.	 	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 at any time. 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.






	10.	 	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.






	11.	 	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.






	12.	 	This offer will remain valid until Friday, November 11, 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,




	 	 	 	 	 
	/s/ Steve Tirado

	 	11/8/05
	 	 
	 

	 	 	 	 
	Steve Tirado

Chief Executive Officer
	 	 	 	 






Acknowledged, Accepted and Agreed




	 	 	 	 	 	 	 
	/s/ Robert Freeman

	 	11/8/05
	 	11/14/05
	 	 
	 

	 	 
	 	 	 	 
	Robert Freeman

	 	Date
	 	Start Date	 	 






This letter is simply for your information and is not to be construed as a contract of
employment.