exv10w01



 





Exhibit 10.01




SILICON IMAGE, INC.




TRANSITIONAL EMPLOYMENT AND SEPARATION AGREEMENT




     This Transitional Employment and Separation Agreement (“Agreement”) is entered into as of
April 5, 2007, by and between Robert Freeman (“Employee”) and Silicon Image, Inc. (“Company”)
(collectively referred to as the “Parties”).



RECITALS




     WHEREAS, Employee has been employed by the Company as its Chief Financial Officer pursuant to
the offer letter by and between Employee and the Company dated November 8, 2005 (the “Offer
Letter”);



     WHEREAS, Employee wishes to retire from employment with the Company following a transitional
period of employment, and the Parties wish to agree upon the terms and conditions applicable to
such transitional period of employment and upon Employee’s termination of employment with the
Company;



     NOW THEREFORE, in consideration of the promises made herein, the Parties hereby agree as
follows:



AGREEMENT




     1. Transitional Employment. Employee shall continue in active full-time employment
with the Company for the “Transitional Period”, which shall commence on April 5, 2007 (the
“Transitional Date”) and which shall continue until September 30, 2007, unless earlier terminated
for “Cause” (as hereinafter defined) or extended by the mutual agreement of the Parties (in any
case, the “Termination Date”).



     2. Resignation of Titles and Positions. Effective as of the Termination Date,
Employee will retire from employment with the Company, and, if requested earlier by the Company
during the Transitional Period, relinquish all titles and positions then held by Employee with the
Company or any subsidiary of the Company.



     3. Compensation and Benefits During Transitional Period. During the Transitional
Period, Employee will continue to receive payment of his current base salary and will continue to
participate in applicable Company employee benefit plans to the extent of his participation and on
the terms and conditions in effect immediately prior to the commencement of the Transitional
Period. During the Transitional Period, Employee’s stock options will continue to vest in
accordance with their terms, provided, however, that Employee shall not receive any additional
options or other rights to purchase shares of the Company’s common stock (except for shares
acquired in connection with participation under the Company’s Employee Stock Purchase Plan)
following the Transitional Date.



 









 





     4. Payments and Benefits.



          (a) Accrued Payments and Benefits. Upon the termination of Employee’s employment with
the Company for any reason, the Company shall pay to Employee all amounts and benefits that have
accrued or were earned but remain unpaid through the Termination Date in respect of salary and
unreimbursed expenses, including accrued and unused vacation.




          (b) Separation Payments. Upon the conclusion of the Transitional Period, and subject
to Employee’s delivery to the Company of a signed general release of claims in favor of the
Company, in a form acceptable to the Company, which shall be substantially in the form attached
hereto as Exhibit 1 (the “Release”), following expiration of the statutory rescission period
without any rescission of the Release the Company will provide Employee with the Severance Payments
(as defined in the Offer Letter), on the terms and conditions set forth in the Offer Letter.




Notwithstanding the foregoing, Employee acknowledges and agrees that in the event that the Company
terminates Employee’s employment for Cause (as defined in the Offer Letter and as determined in its
sole discretion by the Board acting in good faith) or Employee resigns for any reason, Employee
will not be entitled to the Severance Payments.




          (c) Company Stock Options.




               (i) Vested Options. Employee shall have that period of time following the Termination
Date specified in the governing written stock option agreement to exercise any options to purchase
shares of the Company’s common stock (“Options”) which are vested, outstanding and not exercised as
of the Termination Date, including any Options the vesting of which is accelerated as part of the
Severance Payments on the terms and conditions set forth in the Offer Letter.



               (ii) Unvested Options. Any Options which remain unvested as of the Termination Date
(excluding any Options the vesting of which is accelerated as part of the Severance Payments) shall
expire effective as of the Termination Date.



          (d) Benefits. Employee’s health insurance benefits will cease on the Termination Date,
subject to Employee’s eligibility and timely election to continue group health coverage under
COBRA, in which case Employee will be responsible for the payment of all further COBRA premiums
(except as provided under Section 4(b) above). The Parties acknowledge and agree that, as part of
the Severance Payments and on the terms and conditions set forth herein and in the Offer Letter,
the Company shall pay Employee’s COBRA insurance premiums should Employee timely elect to continue
group health coverage under COBRA, for up to six (6) months following the Termination Date to the
extent that covered persons remaining eligible for such coverage. Employee’s participation in all
other employee benefits and incidents of employment will cease on the Termination Date. Employee
will cease accruing employee benefits, including, but not limited to, vacation time and paid time
off, as of the Termination Date.




     5. No Mitigation Required. The parties agree that some of the payments and benefits
provided to Employee under the Offer Letter, as referenced in Section 4, are over and above
anything owed to Employee by law and, pursuant to the terms of the Offer Letter, are offered in
exchange for and conditioned upon Employee’s execution of the Release. Employee shall not be



 









 




required to seek other employment or to attempt in any way to reduce amounts payable to him
pursuant to this Agreement. Further, the amount of benefits provided under this Agreement shall
not be reduced by any compensation earned by or other benefits provided to Employee as a result of
employment by another employer following the Termination Date.




     6. Confidential Information. During the Transitional Period and following the
Termination Date, Employee shall continue to maintain the confidentiality of all confidential and
proprietary information of the Company and shall continue to comply with the terms and conditions
of the Employee Inventions and Confidentiality Agreement between Employee and the Company.
Employee shall return all of the Company’s property and confidential and proprietary information in
his/her possession to the Company on the Termination Date.



     7. No Cooperation. Employee agrees that he will not counsel or assist any attorneys
or their clients in the presentation or prosecution of any disputes, differences, grievances,
claims, charges, or complaints by any third party against the Company and/or any officer, director,
employee, agent, representative, shareholder or attorney of the Company, unless under a subpoena or
other court order to do so. Employee further agrees both to immediately notify the Company upon
receipt of any court order, subpoena, or any legal discovery device that seeks or might require the
disclosure or production of the existence or terms of this Agreement, and to furnish, within three
(3) business days of its receipt, a copy of such subpoena or legal discovery device to the Company.



     8. Non-Solicitation. Employee agrees that for a period of eighteen (18) months
immediately following the Termination Date, Employee shall not either directly or indirectly
solicit, induce, recruit or encourage any of the Company’s employees to leave their employment, or
take away such employees, or attempt to solicit, induce, recruit, encourage, or take away employees
of the Company, either for him/herself or any other person or entity. Employee further agrees not
to otherwise interfere with the relationship of the Company or any of its subsidiaries or
affiliates with any person who, to the knowledge of Employee, is employed by or otherwise engaged
to perform services for the Company or its subsidiaries or affiliates (including, but not limited
to, any independent sales representatives or organizations) or who is, or was within the then most
recent prior twelve-month period, a customer or client of the Company, or any of its subsidiaries.



     9. Costs. The Parties shall each bear their own costs, expert fees, attorneys’ fees
and other fees incurred in connection with this Agreement except as specifically set forth herein.



     10. Post-Termination Assistance. Following the Termination Date, and upon reasonable
notice, Employee shall provide such information and assistance to the Company as may reasonably be
requested by the Company in connection with any audit, governmental investigation or litigation in
which it or any of its subsidiaries is or may become a party; provided that (i) the
Company agrees to reimburse Employee for any related out-of-pocket expenses, including travel
expenses, and (ii) any such assistance may not unreasonably interfere with Employee’s then-current
employment.



     11. Tax Consequences. The Company makes no representations or warranties with respect
to the tax consequences of the payment of any sums to Employee under the terms of this Agreement or
the Offer Letter. Employee agrees and understands that he is responsible for payment, if any, of
local, state and/or federal taxes on the sums paid hereunder by the Company and any penalties or
assessments thereon and that all such sums shall be paid less all applicable withholdings and



 









 




deductions. Employee further agrees to indemnify and hold the Company harmless from any
claims, demands, deficiencies, penalties, assessments, executions, judgments, or recoveries by any
government agency against the Company for any amounts claimed due on account of Employee’s failure
to pay federal or state taxes or damages sustained by the Company by reason of any such claims,
including reasonable attorneys’ fees.




     12. Arbitration. The parties agree that any controversy or claim arising out of or
relating to this Agreement, or the breach thereof, shall be submitted to the American Arbitration
Association (“AAA”) and that a neutral arbitrator will be selected in a manner consistent with its
National Rules for the Resolution of Employment Disputes. The arbitration proceedings will allow
for discovery according to the rules set forth in the National Rules for the Resolution of
Employment Disputes (the “Rules”). All arbitration proceedings shall be conducted in Santa Clara
County, California.



     Except as provided by the Rules, arbitration shall be the sole, exclusive and final remedy for
any dispute between Employee and the Company. Accordingly, except as provided for by the Rules,
neither Employee nor the Company will be permitted to pursue court action regarding claims that are
subject to arbitration. The Parties expressly waive any entitlement to have such controversies
decided by a court or a jury. In addition to the right under the Rules to petition the court for
provisional relief, Employee agrees that any party may also petition the court for injunctive
relief where either party alleges or claims a violation of this Agreement in particular Section 6
of this Agreement.



     13. Authority. The Company represents and warrants that the undersigned has the
authority to act on behalf of the Company and to bind the Company and all who may claim through it
to the terms and conditions of this Agreement. Employee represents and warrants that he has the
capacity to act on his/her own behalf and on behalf of all who might claim through him/her to bind
them to the terms and conditions of this Agreement.



     14. No Representations. The Parties represent that each has had the opportunity to
consult with an attorney, and has carefully read and understands the scope and effect of the
provisions of this Agreement. Neither party has relied upon any representations or statements made
by the other party hereto which are not specifically set forth in this Agreement.



     15. Severability. In the event that any provision hereof becomes or is declared by a
court of competent jurisdiction to be illegal, unenforceable or void, this Agreement shall continue
in full force and effect without said provision so long as the remaining provisions remain
intelligible and continue to reflect the original intent of the Parties.



     16. Entire Agreement. This Agreement represents the entire agreement and understanding
between the Company and Employee concerning the subject matter of this Agreement and Employee’s
relationship with the Company, and supersedes and replaces any and all prior agreements and
understandings between the Parties concerning the subject matter of this Agreement and Employee’s
relationship with the Company, with the exception of the Offer Letter (to the extent set forth
herein), the Employee Inventions and Confidentiality Agreement, the agreements governing the
Options or any shares of restricted Company stock (including the equity compensation plan under
which such Options or such stock were granted) and any right to



 









 




indemnification Employee has pursuant to any indemnification agreement between Employee and
Company.




     17. Public Filing. Employee and the Company understand and agree that this Agreement
will need to be filed with the Securities and Exchange Commission and that its confidentiality
cannot be protected.



     18. Code Section 409A. If any payments or benefits due under this Agreement would
subject Employee to any penalty tax imposed under Section 409A of the Internal Revenue Code of
1986, as amended, if such payments and benefits were made at the time as contemplated herein, then
the Parties agree to cooperate with each other and to take reasonably necessary steps to avoid the
imposition of any such penalty tax.



     19. No Waiver. The failure of any party to insist upon the performance of any of the
terms and conditions in this Agreement, or the failure to prosecute any breach of any of the terms
and conditions of this Agreement, shall not be construed thereafter as a waiver of any such terms
or conditions. This entire Agreement shall remain in full force and effect as if no such
forbearance or failure of performance had occurred.



     20. No Oral Modification. Any modification or amendment of this Agreement, or
additional obligation assumed by either party in connection with this Agreement, shall be effective
only if placed in writing and signed by both Parties or by authorized representatives of each
party.



     21. Governing Law. This Agreement shall be deemed to have been executed and delivered
within the State of California, and it shall be construed, interpreted, governed, and enforced in
accordance with the laws of the State of California, without regard to conflict of law principles.
To the extent that either party seeks injunctive relief in any court having jurisdiction for any
claim relating to the alleged misuse or misappropriation of trade secrets or confidential or
proprietary information, each party hereby consents to personal and exclusive jurisdiction and
venue in the state and federal courts of the State of California.



     22. Attorneys’ Fees. In the event that either Party brings an action to enforce or
effect its rights under this Agreement, the prevailing party shall be entitled to recover its costs
and expenses, including the costs of mediation, arbitration, litigation, court fees, plus
reasonable attorneys’ fees, incurred in connection with such an action.



     23. Counterparts. This Agreement may be executed in counterparts, and each
counterpart shall have the same force and effect as an original and shall constitute an effective,
binding agreement on the part of each of the undersigned.



     24. Successors and Assigns. This Agreement, and any and all rights, duties, and
obligations under this Agreement, will not be assigned, transferred, delegated, or sublicensed by
Employee without the Company’s prior written consent.



[Signature Page Follows]




 









 





IN WITNESS WHEREOF, the Parties have executed this Agreement on the respective dates set forth
below.



	 	 	 	 	 
	 	Silicon Image, Inc.

 	 
	Dated:  April 5, 2007 	By  	/s/ Steve Tirado
 	 
	 	 	Steve Tirado 	 
	 	 	Chief Executive Officer 	 
	 
	 	Robert Freeman, an individual

 	 
	Dated:  April 5, 2007 	/s/ Robert Freeman
 	 
	 	Robert Freeman 	 
	 	 	 	 
	 



[Signature Page to Agreement]





 









 





EXHIBIT 1




GENERAL RELEASE OF ALL CLAIMS



1. This General Release of All Claims (hereinafter “Agreement”) is entered into between Robert
Freeman (hereinafter “Employee”) and by Silicon Image, Inc. (hereinafter the “Company”).



2. WHEREAS, Employee has been employed by the Company; and




     WHEREAS Employee and the Company desire to mutually, amicably and finally resolve and
compromise all issues and claims surrounding Employee’s employment by the Company and the
termination thereof;



     NOW THEREFORE, in consideration for the mutual promises and undertakings of the parties as set
forth below, Employee and the Company hereby enter into this Agreement.


3. Consideration. In consideration of the payments and benefits offered to Employee by the
Company pursuant to the Transitional Employment and Separation Agreement by and between Employee
and the Company dated April 5, 2007, and in connection with the termination of Employee’s
employment, Employee agrees to the following general release (the “Release”).



4. General Release of Claims.




     (a) In further consideration for the payment and undertakings described above, to the fullest
extent permitted by law, Employee, individually and on behalf of his/her attorneys,
representatives, successors, and assigns, does hereby completely release and forever discharge the
Company, its affiliated and subsidiary corporations, and its and their shareholders, officers and
all other representatives, agents, directors, employees, successors and assigns, from all claims,
rights, demands, actions, obligations, and causes of action of any and every kind, nature and
character, known or unknown, which Employee may now have, or has ever had, against them arising
from or in any way connected with the employment relationship between the parties, any actions
during the relationship, or the termination thereof. This release covers all statutory, common
law, constitutional and other claims, including but not limited to, all claims for wrongful
discharge in violation of public policy, breach of contract, express or implied, breach of covenant
of good faith and fair dealing, intentional or negligent infliction of emotional distress,
intentional or negligent misrepresentation, discrimination, any tort, personal injury, or violation
of statute including but not limited to Title VII of the Civil Rights Act, the Age Discrimination
in Employment Act, the Americans with Disabilities Act, and the California Fair Employment and
Housing Act, which Employee may now have, or has ever had. The parties agree that any past or
future claims for money damages, loss of wages, earnings and benefits, both past and future,
medical expenses, attorneys’ fees and costs, reinstatement and other equitable relief, are all
released by this Agreement.



 









 





     (b) Employee and the Company do not intend to release claims that Employee may not release as
a matter of law, including but not limited to claims for indemnity under California Labor Code
section 2802.



     (c) To the fullest extent permitted by law, any dispute regarding the scope of this general
release shall be determined by an arbitrator under the procedures set forth in the arbitration
clause below.


5. Waiver of Unknown Claims. Employee has read or been advised of Section 1542 of the Civil
Code of the State of California, which provides as follows:





     A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR
SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF
KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE
DEBTOR.



     Employee understands that Section 1542 gives him/her the right not to release existing claims
of which s/he is not now aware, unless s/he voluntarily chooses to waive this right. Having been
so apprised, s/he nevertheless hereby voluntarily elects to and does waive the rights described in
Section 1542, and elects to assume all risks for claims that now exist in his/her favor, known or
unknown.


6. Non-Admission. It is understood and agreed that this is a compromise settlement of a
disputed claim or claims and that neither this Agreement itself nor the furnishing of the
consideration for this Agreement shall be deemed or construed as an admission of liability or
wrongdoing of any kind by the Company.



7. Covenant Not to Sue.




     (a) To the fullest extent permitted by law, at no time subsequent to the execution of this
Agreement will Employee pursue, or cause or knowingly permit the prosecution, in any state, federal
or foreign court, or before any local, state, federal or foreign administrative agency, or any
other tribunal, any charge, claim or action of any kind, nature and character whatsoever, known or
unknown, which s/he may now have, has ever had, or may in the future have against the Company
and/or any officer, director, employee or agent of the Company, which is based in whole or in part
on any matter covered by this Agreement.



     (b) Nothing in this paragraph shall prohibit Employee from filing a charge or complaint with a
government agency such as but not limited to the Equal Employment Opportunity Commission, the
National Labor Relations Board, the Department of Labor, the California Department of Fair
Employment and Housing, or other applicable state agency. However, Employee understands and agrees
that, by entering into this agreement, s/he is releasing any and all individual claims for relief,
and that any and all subsequent disputes between the Company and Employee shall be resolved in
arbitration.



 









 





     (c) Nothing in this Agreement shall prohibit or impair Employee or the Company from complying
with all applicable laws, nor shall this Agreement be construed to obligate either party to commit
(or aid or abet in the commission of) any unlawful act.


8. Waiver of Right to Reemployment. Employee agrees that s/he will not be entitled to any
further employment with the Company. S/he therefore waives any claim now or in the future to other
employment or reemployment with the Company, or any of its related entities, and agrees that s/he
will not apply for nor accept employment with the Company or any of its related entities in the
future.



9. Nondisparagement. Employee agrees that s/he will refrain from making any adverse,
derogatory or disparaging statements about the Company, its board of directors, officers,
management, practices or procedures, or business operations to any person or entity. Nothing in
this paragraph shall prohibit Employee from providing truthful information in response to a
subpoena or other legal process.



10. Return of Company Property; Obligation to Protect Proprietary Information. To the
extent Employee has not already done so, s/he agrees to return to the Company all Company property,
including but not limited to the files and documents, whether electronic or hardcopy, and whether
in Employee’s possession or under his/her control. Employee also understands that whether s/he
signs this Agreement or not, s/he must maintain the confidentiality of Company trade secrets,
confidential and/or proprietary information (“Proprietary Information”), and not make use of any
Proprietary Information on behalf of anyone.



11. Acknowledgement of Representation or Opportunity to be Represented by Counsel; Attorneys’
Fees. Employee acknowledges that s/he has been or had the opportunity to be represented by
counsel in the negotiation and preparation of this Agreement. The parties further agree that each
party will be responsible for his/her or its own attorney’s fees and costs incurred in connection
with this Agreement.



12. Arbitration. Except for any claim for injunctive relief arising out of a breach of a
party’s obligations to protect the other’s Proprietary Information, the parties agree to arbitrate
any and all disputes or claims arising out of or related to the validity, enforceability,
interpretation, performance or breach of this Agreement, whether sounding in tort, contract,
statutory violation or otherwise, or involving the construction or application or any of the terms,
provisions, or conditions of this Agreement. Any arbitration may be initiated by a written demand
to the other party. The arbitrator’s decision shall be final, binding, and conclusive. The
parties further agree that this Agreement is intended to be strictly construed to provide for
arbitration as the sole and exclusive means for resolution of all disputes hereunder to the fullest
extent permitted by law. The parties expressly waive any entitlement to have such controversies
decided by a court or a jury.



13. Governing Law. This Agreement shall be construed in accordance with, and governed by,
the laws of the State of California.



14. Savings Clause. Should any of the provisions of this Agreement be determined to be
invalid by a court, arbitrator, or government agency of competent jurisdiction, it is agreed that
such determination shall not affect the enforceability of the other provisions herein.
Specifically, should a




 









 




court, arbitrator, or agency conclude that a particular claim may not be released as a matter of
law, it is the intention of the parties that the general release, the waiver of unknown claims, and
the covenant not to sue above shall otherwise remain effective to release any and all other claims.



15. Complete and Voluntary Agreement. This Agreement constitutes the entire understanding
of the parties on the subjects covered. Employee expressly warrants that s/he has read and fully
understands this Agreement; that s/he has had the opportunity to consult with legal counsel of
his/her own choosing and to have the terms of the Agreement fully explained to him/her; that s/he
is not executing this Agreement in reliance on any promises, representations or inducements other
than those contained herein; and that s/he is executing this Agreement voluntarily, free of any
duress or coercion.



16. Modification. No modification, amendment or waiver of any provision of this Agreement
shall be effective unless in writing signed by Employee and an authorized representative of the
Company.



17. Notice and Revocation Period. Employee acknowledges that the Company advised him/her to
consult with an attorney prior to signing this Agreement; that s/he understands that s/he has
twenty-one (21) days in which to consider whether s/he should sign this Agreement; and that s/he
further understands that if s/he signs this Agreement, s/he will be given seven (7) days following
the date on which s/he signs this Agreement to revoke it and that this Agreement will not be
effective until after this seven-day period has expired without revocation by him/her.



18. Effective Date. This Agreement is effective on the eighth (8th) day after
Employee signed it and without revocation by him/her.




	 	 	 	 	 	 	 
	 

	 	Dated:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	 	 	For Silicon Image, Inc.
	 
	 	 	 	 	 	 
	 

	 	Dated:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	 	 	Robert Freeman