SILICON IMAGE, INC. STOCK OPTION AGREEMENT (For Non-Employee Directors)
Exhibit 10.05
No. Β«NumberΒ»
SILICON
IMAGE, INC.
2008
EQUITY INCENTIVE PLAN
(For
Non-Employee Directors)
This Stock Option Agreement (this
"Agreement")
is made and entered into as of the Date of Grant set forth below (the "Date of
Grant") by and between Silicon Image, Inc., a Delaware corporation (the
"Company"),
and the Optionee named below ("Optionee"). Capitalized
terms not defined herein shall have the meanings ascribed to them in the
Company's 2008 Equity Incentive Plan (the "Plan").
Optionee: Β«NameΒ»
Total Option
Shares: Β«SharesΒ»
Exercise Price Per
Share: Β«PriceΒ»
Date of
Grant: Β«DateΒ»
First Vest
Date: Β«M_1st_vestΒ»
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(refer
to Section 3 of this Stock Option
Agreement)
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2. Vesting;
Exercise Period.
4.3 Payment. The
Exercise Agreement shall be accompanied by full payment of the Exercise Price
for the Shares being purchased in cash (by check), or where permitted by
law:
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(a)
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by
cancellation of indebtedness of the Company to the
Optionee;
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(b)
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by
surrender of shares of the Company's Common Stock that are clear of
all liens, claims, encumbrances or security interests and either: (1) have
been paid for within the meaning of SEC Rule 144 (and, if such shares were
purchased from the Company by use of a promissory note, such note has been
fully paid with respect to such shares); or (2) were obtained by Optionee
in the open public market;
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(c)
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by
waiver of compensation due or accrued to Optionee for services
rendered;
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(f)
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by
any combination of the foregoing.
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6. Nontransferability of Option. This Option may
not be transferred in any manner other than under the terms and conditions of
the Plan or by will or by the laws of descent
12. Successors and Assigns. The Company may
assign any of its rights under this Agreement. This Agreement shall
be binding upon and inure to the benefit of the successors
13. Governing Law. This Agreement
shall be governed by and construed in accordance with the internal laws of the
State of California, without regard to that body of law pertaining to choice of
law or conflict of law.
IN WITNESS WHEREOF, the
Company has caused this Agreement to be executed in duplicate by its duly
authorized representative and Optionee has executed this Agreement in duplicate
as of the Date of Grant.
SILICON
IMAGE,
INC. OPTIONEE
Xxxxxx
Xxxxxx
Β«NameΒ»
Chief
Financial Officer
SILICON
IMAGE, INC.
2008
EQUITY INCENTIVE PLAN
NOTICE
OF RESTRICTED STOCK AWARD
GRANT
NUMBER:
Unless
otherwise defined herein, the terms defined in the Companyβs 2008 Equity
Incentive Plan (the βPlanβ)
shall have the same meanings in this Notice of Restricted Stock Award (the
βNoticeβ).
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Name:
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Address:
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You
(βParticipantβ)
have been granted an award of Restricted Shares of Common Stock of Silicon
Image, Inc. (the βCompanyβ)
under the Plan subject to the terms and conditions of the Plan, this Notice and
the attached Restricted Stock Agreement (the βRestricted Stock
Purchase Agreementβ).
Total Number of Restricted Shares
Awarded:
Fair Market Value per Restricted
Share: $
Total Fair Market Value of
Award: $
Purchase Price per Restricted
Share: $
Total Purchase Price for all
Restricted
Shares: $
Date of
Grant:
Vesting Commencement
Date:
Vesting
Schedule:
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Subject
to the limitations set forth in this Notice, the Plan and the Restricted
Stock Purchase Agreement, the Restricted Shares will vest and the right of
repurchase shall lapse, in whole or in part, in accordance with the
following schedule: [INSERT VESTING
SCHEDULE]
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You
understand that your employment or consulting relationship with the Company is
for an unspecified duration, can be terminated at any time (i.e., is βat-willβ),
and that nothing in this Notice, the Restricted Stock Agreement or the Plan
changes the at-will nature of that relationship. Participant
acknowledges that the vesting of the Restricted Shares pursuant to this Notice
is earned only by continuing service as an Employee, Director or Consultant of
the Company. You also understand that this Notice is subject to the
terms and conditions of both the Restricted Stock Agreement and the Plan, both
of which are incorporated herein by reference. You have read both the
Restricted Stock Agreement and the Plan. If the Restricted
Stock Purchase Agreement is not executed by you within thirty (30) days of the
Date of Grant above, then this grant shall be void.
SILICON
IMAGE,
INC. RECIPIENT:
By:
Signature
Its:
Please Print
Name
SILICON
IMAGE, INC.
2008
EQUITY INCENTIVE PLAN
RESTRICTED
STOCK AGREEMENT
THIS
RESTRICTED STOCK AGREEMENT (this βAgreementβ)
is made as of __________________, 20__ by and between Silicon Image, Inc., a
California corporation (the βCompanyβ),
and ___________________________________ (βParticipantβ)
pursuant to the Companyβs 2008 Equity Incentive Plan (the βPlanβ). Unless
otherwise defined herein, the terms defined in the Plan shall have the same
meanings in this Agreement.
3.1 Repurchase Right on
Termination Other Than for Cause. For the purposes of this
Agreement, a βRepurchase
Eventβ shall mean an occurrence of one of the following:
(i) termination
of Participantβs service, whether voluntary or involuntary and with or without
cause;
(ii) resignation,
retirement or death of Participant; or
(iii)
any attempted transfer by Participant of the Shares, or any interest therein, in
violation of this Agreement.
3.4 Non-Transferability of
Unvested Shares. In addition to any other limitation on
transfer created by applicable securities laws or any other agreement between
the Company and Participant, Participant may not transfer any Unvested Shares,
or any interest therein, unless consented to in writing by a duly authorized
representative of the Company. Any purported transfer is void and of
no effect, and no purported transferee thereof will be recognized as a holder of
the Unvested Shares for any purpose whatsoever. Should such a
transfer purport to occur, the Company may refuse to carry out the transfer on
its books, set aside the transfer, or exercise any other legal or equitable
remedy. In the event the Company consents to a transfer of Unvested
Shares, all transferees of Shares or any interest therein will receive and hold
such Shares or interest subject to the provisions of this Agreement, including,
insofar as applicable, the Repurchase Right. In the event of any
purchase by the Company hereunder where the Shares or interest are held by a
transferee, the transferee shall be obligated, if requested by the Company, to
transfer the Shares or interest to the Participant for consideration equal to
the amount to be paid by the Company hereunder. In the event the
Repurchase Right is deemed exercised by the Company, the Company may deem any
transferee to have transferred the Shares or interest to Participant prior to
their purchase by the Company, and payment of the purchase price by the Company
to such
4. Restrictive Legends and Stop
Transfer Orders.
4.1 Legends. The
certificate or certificates representing the Shares shall bear the following
legend (as well as any legends required by applicable state and federal
corporate and securities laws):
6. Miscellaneous.
6.4 Governing Law;
Severability. If one or more provisions of this Agreement are
held to be unenforceable under applicable law, the parties agree to renegotiate
such provision in good faith. In the event that the parties cannot reach a
mutually agreeable and enforceable replacement for such provision, then (i) such
provision shall be excluded from this Agreement, (ii) the balance of this
Agreement shall be interpreted as if such provision were so excluded and (iii)
the balance of this Agreement shall be enforceable in accordance with its
terms. This Agreement and all acts and transactions pursuant hereto
and the rights and obligations of the parties hereto shall be governed,
construed and interpreted in accordance with the laws of the State of
California, without giving effect to principles of conflicts of
law.
7. Section 83(b)
Election. Participant hereby acknowledges that he or she has
been informed that, with respect to the purchase of the Shares, an election may
be filed by the Participant with the Internal Revenue Service, within 30 days of
the purchase of the Shares, electing pursuant to Section 83(b) of the Code
to be taxed currently on any difference between the purchase price of the Shares
and their Fair Market Value on the date of purchase (the βElectionβ). Making
the Election will result in recognition of taxable income to the Participant on
the date of purchase, measured by the excess, if any, of the Fair Market Value
of the Shares over the purchase price for the Shares. Absent such an
Election, taxable income will be measured and recognized by Participant at the
time or times on which the Companyβs Repurchase Right
lapses. Participant is strongly encouraged to seek the advice of his
or her own tax consultants in connection with the purchase of the Shares and the
advisability of filing of the
Election. PARTICIPANT
ACKNOWLEDGES THAT IT IS SOLELY PARTICIPANTβS RESPONSIBILITY, AND NOT THE
COMPANYβS RESPONSIBILITY, TO TIMELY FILE THE
ELECTION
UNDER SECTION 83(b) OF THE CODE, EVEN IF PARTICIPANT REQUESTS THE COMPANY,
OR ITS REPRESENTATIVE, TO MAKE THIS FILING ON PARTICIPANTβS BEHALF.
The
parties have executed this Agreement as of the date first set forth
above.
SILICON
IMAGE, INC.
By:
Its:
RECIPIENT:
Please
Print Name __
RECEIPT
Silicon
Image, Inc. hereby acknowledges receipt of (check as applicable):
oA check in the amount of
$_______________
oThe cancellation of
indebtedness in the amount of $_______________
given by
_____________________ as consideration for Certificate No. -________ for
________________ shares of Common Stock of Silicon Image, Inc.
Dated:
_____________________
SILICON
IMAGE, INC.
By:
RECEIPT
AND CONSENT
The
undersigned Participant hereby acknowledges receipt of a photocopy of
Certificate No. -________ for ________________ shares of Common Stock of Silicon
Image, Inc. (the βCompanyβ)
The
undersigned further acknowledges that the Secretary of the Company, or his or
her designee, is acting as escrow holder pursuant to the Restricted Stock
Agreement that Participant has previously entered into with the Company. As
escrow holder, the Secretary of the Company, or his or her designee, holds the
original of the aforementioned certificate issued in the undersignedβs
name. To facilitate any transfer of Shares to the Company pursuant to
the Restricted Stock Agreement, Participant has executed the attached Assignment
Separate from Certificate.
Dated:
_____________________, 20____
Signature
STOCK POWER AND ASSIGNMENT
SEPARATE FROM STOCK CERTIFICATE
FOR VALUE
RECEIVED and pursuant to that certain Restricted Stock Agreement dated as of
__________________, ____, [COMPLETE AT THE
TIME OF PURCHASE]
(the βAgreementβ),
the undersigned Participant hereby sells, assigns and transfers unto
___________________________, __________ shares of the Common Stock $0.001, par
value per share, of Silicon Image, Inc., a California corporation (the βCompanyβ),
standing in the undersigned's name on the books of the Company represented by
Certificate No(s). ______ [COMPLETE AT THE
TIME OF PURCHASE]
delivered herewith, and does hereby irrevocably constitute and appoint the
Secretary of the Company as the undersigned's attorney-in-fact, with full power
of substitution, to transfer said stock on the books of the
Company. THIS ASSIGNMENT MAY ONLY BE USED AS AUTHORIZED BY THE
AGREEMENT AND ANY EXHIBITS THERETO.
(Signature)
(Please
Print Name)
Instructions
to Participant: Please do not
fill in any blanks other than the signature line. The purpose of this
document is to enable the Company and/or its assignee(s) to acquire the shares
upon exercise of its βRepurchase Rightβ set forth in the Agreement without
requiring additional action by the Participant.
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SILICON
IMAGE, INC.
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2008
EQUITY INCENTIVE PLAN
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NOTICE
OF STOCK BONUS AWARD
GRANT
NUMBER:
Unless
otherwise defined herein, the terms defined in the Companyβs 2008 Equity
Incentive Plan (the βPlanβ)
shall have the same meanings in this Notice of Stock Bonus Award (the βNoticeβ).
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Name:
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Address:
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You (βParticipantβ) have been granted an award
of Shares under the Plan subject to the terms and conditions of the Plan,
this Notice, and the attached Stock Bonus Award Agreement (the
βStock Bonus
Agreementβ) to
the Plan.
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Number
of Shares:
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Date
of Grant:
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Vesting Commencement Date:
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Expiration
Date:
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Vesting
Schedule:
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Subject
to the limitations set forth in this Notice, the Plan and the Stock Bonus
Agreement, the Shares will vest in accordance with the following schedule:
[INSERT VESTING
SCHEDULE]
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You
understand that your employment or consulting relationship or service with the
Company is for an unspecified duration, can be terminated at any time (i.e., is
βat-willβ), and that nothing in this Notice, the Stock Bonus Agreement or the
Plan changes the at-will nature of that relationship. You acknowledge
that the vesting of the Shares pursuant to this Notice is earned only by
continuing service as an Employee, Director or Consultant of the Company (to the
vesting applies). Participant also understands that this Notice is
subject to the terms and conditions of both the Stock Bonus Agreement and the
Plan, both of which are incorporated herein by reference. Participant
has read both the Stock Bonus Agreement and the Plan.
PARTICIPANT
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SILICON
IMAGE, INC.
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Signature:_____________________________
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By:_____________________________
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Print
Name:
Its:
_____________________________
SILICON
IMAGE, INC.
STOCK
BONUS AWARD AGREEMENT
SILICON
IMAGE, INC. 2008 EQUITY INCENTIVE PLAN
Unless
otherwise defined herein, the terms defined in the Companyβs 2008 Equity
Incentive Plan (the βPlanβ)
shall have the same defined meanings in this Stock Bonus Agreement (the βAgreementβ).
9. Governing Law; Severability. If one or more
provisions of this Agreement are held to be unenforceable under applicable law,
the parties agree to renegotiate such provision in good faith. In the event that
the parties cannot reach a mutually agreeable and enforceable replacement for
such provision, then (i) such provision shall be excluded from this Agreement,
(ii) the balance of this Agreement shall be interpreted as if such provision
were so excluded and (iii) the balance of this Agreement shall be enforceable in
accordance with its terms. This Agreement and all acts and
transactions pursuant hereto and the rights and obligations of the parties
hereto shall be governed, construed and interpreted in accordance with the laws
of the State of California, without giving effect to principles of conflicts of
law.
10. No Rights
as Employee, Director or Consultant. Nothing in this
Agreement shall affect in any manner whatsoever the right or power of the
Company, or a Parent or Subsidiary, to terminate Purchaserβs
service, for any reason, with or without cause.
By your signature and the signature of
the Companyβs representative on the Notice, Participant and the Company agree
that this Stock Bonus Award is granted under and governed by the terms and
conditions of the Plan, the Notice and this Agreement. Participant
has reviewed the Plan, the Notice and this Agreement in their entirety, has had
an opportunity to obtain the advice of counsel prior to executing this
Agreement, and fully understands all provisions of the Plan, the Notice and this
Agreement. Participant hereby agrees to accept as binding, conclusive
and final all decisions or interpretations of the Committee upon any questions
relating to the Plan, the Notice and this Agreement. Participant
further agrees to notify the Company upon any change in Participantβs residence
address.
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SILICON
IMAGE, INC.
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2008
EQUITY INCENTIVE PLAN
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NOTICE
OF STOCK APPRECIATION RIGHT AWARD
GRANT
NUMBER:
Unless
otherwise defined herein, the terms defined in the Companyβs 2008 Equity
Incentive Plan (the βPlanβ)
shall have the same meanings in this Notice of Stock Appreciation Right Award
(the βNoticeβ).
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Name:
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Address:
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You (βParticipantβ) have been granted an award
of Stock Appreciation Rights (βSARsβ) under the Plan subject to
the terms and conditions of the Plan, this Notice and the attached Stock
Appreciation Right Award Agreement (hereinafter βSAR Agreementβ).
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Number
of SARs:
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Maximum
Number of Shares Issuable:
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Date
of Grant:
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Fair
Market Value of a Share on Date of Grant:
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Vesting
Commencement Date:
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Expiration
Date:
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Vesting
Schedule:
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Subject
to the limitations set forth in this Notice, the Plan and the SAR
Agreement, the SARs will vest in accordance with the following schedule:
[INSERT VESTING
SCHEDULE]
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You
understand that your employment or consulting relationship or service with the
Company is for an unspecified duration, can be terminated at any time (i.e., is
βat-willβ), and that nothing in this Notice, the SAR Agreement or the Plan
changes the at-will nature of that relationship. You acknowledge that
the vesting of the SARs pursuant to this Notice is earned only by continuing
service as an Employee, Director or Consultant of the
Company. Participant also understands that this Notice is subject to
the terms and conditions of both the SAR Agreement and the Plan, both of which
are incorporated herein by reference. Participant has read both the
SAR Agreement and the Plan.
PARTICIPANT
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SILICON
IMAGE, INC.
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Signature:_____________________________ By:_____________________________
Print
Name: Its:
_____________________________
SILICON
IMAGE, INC.
STOCK
APPRECIATION RIGHT AWARD AGREEMENT TO THE
SILICON
IMAGE, INC. 2008 EQUITY INCENTIVE PLAN
Unless
otherwise defined herein, the terms defined in the Companyβs 2008 Equity
Incentive Plan (the βPlanβ)
shall have the same meanings in this Stock Appreciation Right Award Agreement
(the βAgreementβ).
19. Governing Law; Severability. If one or more
provisions of this Agreement are held to be unenforceable under applicable law,
the parties agree to renegotiate such provision in good faith. In the event that
the parties cannot reach a mutually agreeable and enforceable replacement for
such provision, then (i) such provision shall be excluded from this Agreement,
(ii) the balance of this Agreement shall be interpreted as if such provision
were so excluded and (iii) the balance of this Agreement shall be enforceable in
accordance with its terms. This Agreement and all acts and
transactions pursuant hereto and the rights and obligations of the parties
hereto shall be governed, construed and interpreted in accordance with the laws
of the State of California, without giving effect to principles of conflicts of
law.
20. No Rights
as Employee, Director or Consultant. Nothing in this
Agreement shall affect in any manner whatsoever the right or power of the
Company, or a Parent or Subsidiary of the Company, to terminate Purchaserβs
employment or consulting relationship, for any reason, with or without
cause.
By your signature and the signature of
the Companyβs representative on the Notice, Participant and the Company agree
that this SAR is granted under and governed by the terms and conditions of the
Plan, the Notice and this Agreement. Participant has reviewed the
Plan, the Notice and this Agreement in their entirety, has had an opportunity to
obtain the advice of counsel prior to executing this Agreement, and fully
understands all provisions of the Plan, the Notice and this
Agreement. Participant hereby agrees to accept as binding, conclusive
and final all decisions or interpretations of the Committee upon any questions
relating to the Plan, the Notice and this Agreement. Participant
further agrees to notify the Company upon any change in Participantβs residence
address.
SILICON
IMAGE, INC.
NOTICE
OF GRANT OF RESTRICTED STOCK UNITS
(For
U.S. Participants)
The
Participant has been granted an award of Restricted Stock Units (the βAwardβ or βRSUsβ)
pursuant to the Silicon Image, Inc. 2008 Equity Incentive Plan, as amended to
the Grant Date (the βPlanβ), each of which represents
the right to receive on the applicable Vesting Date one (1) Share, as
follows:
Participant:
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Employee
ID:
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Grant
Date:
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Grant
No.:
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Number
of RSUs:
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, subject to adjustment as
provided by the Award Agreement.
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Vesting
Schedule:
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Subject
to Participantβs continued service to the Company or a Parent or
Subsidiary of the Company through the applicable βVesting Dateβ, RSUs
shall vest, if at all, and become βVested RSUsβ on each applicable Vesting
Date, as set forth in Exhibit A
attached hereto, and on the terms and conditions of which are incorporated
herein.
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By their
signatures below or by electronic acceptance or authentication in a form
authorized by the Company, the Company and the Participant agree that the Award
is governed by this Notice and by the provisions of the Plan and the Award
Agreement, both of which are made a part of this document. Unless
otherwise defined herein, capitalized terms shall have the meanings assigned to
such terms in the Award Agreement or the Plan. The Participant
acknowledges that copies of the Plan, the Award Agreement and the prospectus for
the Plan are available on the Companyβs internal web site and may be viewed and
printed by the Participant for attachment to the Participantβs copy of this
Notice. The Participant represents that the Participant has read and
is familiar with the provisions of the Plan and the Award Agreement, and hereby
accepts the Award subject to all of their terms and conditions.
SILICON
IMAGE,
INC. PARTICIPANT
By:
Signature
Its:
Date
Address:1060
X. Xxxxxx
Xxxxxx
Xxxxxxxxx, XX 00000,
XXX Address
ATTACHMENTS:
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2008
Equity Incentive Plan, as amended to the Grant Date; Award Agreement and
Plan Prospectus
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EXHIBIT
A
VESTING
SCHEDULE
Time Based
Awards
Vested
RSUs:
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Except
as provided by the Award Agreement and provided that the Participantβs
service has not Terminated prior to the relevant Vesting Date, the number
of Vested RSUs shall cumulatively increase on each respective Vesting Date
set forth below by the number of RSUs set forth opposite such date, as
follows:
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Vesting Date
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Number of RSUs Vesting
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SILICON
IMAGE, INC.
RESTRICTED
STOCK UNITS AGREEMENT
(For
U.S. Participants)
DEFINITIONS AND
CONSTRUCTION.
ADMINISTRATION.
THE
AWARD.
VESTING OF RSUS.
COMPANY REACQUISITION
RIGHT.
SETTLEMENT OF THE
AWARD.
Beneficial
Ownership of Shares; Certificate Registration. The
Participant hereby authorizes the Company, in its sole discretion, to deposit
for the benefit of the Participant with a broker selected by the Company and
with which the Participant has an account relationship any or all Shares
acquired by the Participant pursuant to the settlement of the Vested
RSUs. Except as provided by the preceding sentence, a certificate for
the Shares as to which the Award is settled shall be registered in the name of
the Participant, or, if applicable, in the names of the heirs of the
Participant.
TAX
WITHHOLDING.
COMPLIANCE WITH LAWS AND
REGULATIONS
The
vesting of the Award and the issuance and transfer of the Shares shall be
subject to compliance by the Company and Participant with all applicable
requirements of federal and state securities laws and
RIGHTS AS A STOCKHOLDER OR
EMPLOYEE.
LEGENDS.
MISCELLANEOUS
PROVISIONS.
Termination
or Amendment. The
Board may terminate or amend the Plan or this Award Agreement at any time;
provided, however, that except as provided in section 21 of the Plan in
connection with a corporate transaction, no such termination or amendment may
adversely affect the Participantβs rights under this Award Agreement without the
consent of the Participant unless such termination or amendment is necessary to
comply with applicable law or government regulation. No amendment or
addition to this Award Agreement shall be effective unless in
writing.
Binding
Effect. This Award Agreement shall inure to the benefit of the
successors and assigns of the Company and, subject to the restrictions on
transfer set forth herein, be binding upon the Participant and the Participantβs
heirs, executors, administrators, successors and assigns.
Integrated
Agreement. The Plan is incorporated herein by
reference. The Notice, this Award Agreement and the Plan shall
constitute the entire understanding and agreement of the Participant and the
Company with respect to the subject matter contained herein or therein and
supersedes any prior agreements, understandings, restrictions, representations,
or warranties between the Participant and the Company with respect to such
subject matter other than those as set forth or provided for herein or
therein. To the extent contemplated herein or therein,
the
Applicable
Law. This Award Agreement shall be governed by and construed in
accordance with the laws of the State of California as such laws are applied to
agreements between California residents entered into and to be performed
entirely within the State of California.
Interpretation.
Any dispute regarding the interpretation of this Award Agreement shall be
submitted by Participant or the Company to the Compensation Committee for
review. The resolution of such a dispute by the Committee shall be
final and binding on the Company and Participant.
Counterparts. The
Notice may be executed in counterparts, each of which shall be deemed an
original, but all of which together shall constitute one and the same
instrument.
Silicon Image, Inc.
Notice of
Grant of Stock
Options 0000 X. Xxxxxx Xxx.
Xxxxxxxxx,
XX 00000
Optionee Option Number:
Β«NumberΒ»
Β«NameΒ»
Plan: 2008
ID: Β«IDΒ»
You have
been granted an option to buy Silicon Image, Inc. (the βCompanyβ) Common
Stock. The pertinent details of your stock option grant are outlined
below:
Date of
Grant: Β«DateΒ»
Total Option
Shares: Β«SharesΒ»
Exercise Price Per
Share: Β«PriceΒ»
First Vest
Date: Β«M_1st_vestΒ»
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Expiration
Date:
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Option
will expire immediately on termination for cause and 3 months following
termination for any reason except death or disability, but in no event
later than Β«ExpireΒ».
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(refer
to Section 3 of the Stock Option
Agreement)
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Vesting
and Exercise Period:
Acceptance:
Optionee
hereby acknowledges receipt of a copy of the Silicon Image, Inc. 2008 Equity
Incentive Plan (the βPlanβ), Plan Prospectus and the Stock Option Agreement (the
βAgreementβ). Please refer to the Plan and Plan Prospectus on our
intranet under the Finance Department/Stock Information tab. The
Agreement is the contract that fixes the terms of your option, including the
purchase price and period over which your option can be exercised
(purchased). Optionee has read and understands the terms and
provisions thereof, and accepts this Option subject to all terms and conditions
of the Plan and the Agreement. Optionee acknowledges that there may
be adverse tax consequences upon exercise of this Option or disposition of the
Shares, and that the Company has advised Optionee to consult a tax advisor prior
to such exercise or disposition.
Please
accept this Notice of Grant of Stock Options. You are not obligated
to purchase these shares; Silicon Image requires that the acceptance of this
document be on file prior to purchase of the shares.
____________________________________
Silicon
Image, Inc.
Xxxxxx
Xxxxxx, Chief Financial Officer
_______________________________________
Β«NameΒ»
SILICON
IMAGE, INC.
2008
EQUITY INCENTIVE PLAN
(For
Optionees other than Non-Employee Directors and Optionees based in the United
Kingdom)
This Stock Option Agreement (this
"Agreement")
is made and entered into as of the Date of Grant set forth in the Notice of
Grant of Stock Options (the "Notice")
by and between Silicon Image, Inc., a Delaware corporation (the "Company"),
and the Optionee. Capitalized terms not defined herein shall have the
meanings ascribed to them in the Company's 2008 Equity Incentive Plan (the
"Plan").
2. Vesting;
Exercise Period.
3.2 Termination Because of Death or Disability. If
Optionee is Terminated because of Death or Disability of Optionee (or the
Optionee dies within three (3) months after Termination other than for
Disability or cause), then this Option, to the extent that it
4.3 Payment. The
Exercise Agreement shall be accompanied by full payment of the Exercise Price
for the Shares being purchased. Payment may be in the form of cash
(by check), or where permitted by law:
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(a)
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by
cancellation of indebtedness of the Company to the
Optionee;
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(b)
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by
surrender of shares of the Company's Common Stock that: (A) either (1)
have been paid for within the meaning of SEC Rule 144 (and, if such shares
were purchased from the Company by use of a promissory note, such note has
been fully paid with respect to such shares); or (2) were obtained by
Optionee in the open public market; and
(B) are clear of all liens, claims, encumbrances or security
interests;
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(c)
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by
waiver of compensation due or accrued to Optionee for services
rendered;
|
|
(f)
|
by
any combination of the foregoing.
|
13. Governing Law. This Agreement
shall be governed by and construed in accordance with the internal laws of the
State of California, without regard to that body of law pertaining to choice of
law or conflict of law.
|
EXHIBIT
A
Silicon
Image, Inc.
(for
Optionees not based in the United Kingdom) YOU MUST SUBMIT THIS FORM TO STOCK ADMINISTRATION PRIOR TO CONTACTING YOUR BROKER. |
I am
exercising my Silicon Image stock options as follows:
(A)
Grant/Option
#: (B) Total # of Shares to
Exercise:
(C) Cost
per
Share: $
(D) Total Exercise Cost (B) X (C): $
(E) Grant
Type (circle
one): ISO NQ (F)
Tax Amount Due if NQ: $
Please
leave NQ tax amount blank β
Stock
Administration will calculate, if applicable.
(G)
Exercise
Date: (H) Are any of these shares
unvested? YES NO
Please
leave exercise date blank for methods
|
If
yes, please consult with your tax advisor regarding
an
|
1
& 2 β Stock Administration will
complete 83(b)
election which must be made and filed with the IRS
when
transaction is
complete. within
30 days of exercise. See Stock Administration for an election
form.
Please
indicate the transaction method below. See reverse side of this form
for a brief explanation of each method.
Method
1 SAME DAY
SALE You must contact a Silicon Image designated broker to
place this trade.
Method
2 SELL TO
COVER I am
exercising
shares, but want to sell only
shares.
The
balance will be deposited in the account Iβve designated below. You
must contact a Silicon
below.
Method
3 EXERCISE
& HOLD Please attach a personal check, made payable to
Silicon Image for the
amounts
indicated in items (D) and (F) above. Please indicate below where you
would like your
stock
certificate to be mailed.
Broker
Name
Broker
Address
Account #
Credit
Suisse First
Boston Account
# (000) 000-0000
Deutsche
Bank Xxxx
Xxxxx Account
# (000) 000-0000
E*Trade/OptionsLink It is not necessary to complete this
form β please go to
xxx.xxxxxx.xxx
or xxx.xxxxxxxxxxx.xxx
or
call (000) 000-0000 to complete your trade.
I
authorize the broker to remit funds to Silicon Image to pay for this exercise
and any applicable taxes and I understand that the shares will be sent directly
to the broker address I have indicated above. I acknowledge receipt
of the prospectus covering shares of common stock offered to optionees under the
Companyβs Stock Option Plan. The Plan and Option Agreement are
incorporated herein by reference. The Exercise Agreement, the Plan
and Option Agreement constitute the entire agreement and understanding of the
parties and supercede in their entirety all prior understandings and agreements
of the Company and Optionee with respect to the subject matter
hereof. I UNDERSTAND
THAT I MAY SUFFER ADVERSE TAX CONSEQUENCES AS A RESULT OF THE PURCHASE OR
DISPOSITION OF THESE SHARES. I HAVE CONSULTED WITH ANY TAX
CONSULTANT(S) I DEEM ADVISABLE IN CONNECTION WITH THE PURCHASE OR DISPOSITION OF
THE SHARES AND CERTIFY THAT I AM NOT RELYING ON THE COMPANY FOR TAX
ADVICE. __________ (Initial here)
First
Name Middle
Initial Last
Name Signature
Social
Security
# Employee
ID
# Phone
Number
Current
Address
EXHIBIT
A
Silicon
Image, Inc.
Stock
Option Exercise Notice
Method 2 β SELL TO
COVER
Method 3 - EXERCISE &
HOLD
You only
want to exercise (purchase) the shares in order to sell them at a later
date.
|
Silicon
Image Designated Brokers
|
Credit
Suisse First Boston
|
Xxxxxx
Xxxxxxx
|
Private
Client
Services 000
Xxxxxxxxxx Xx
650
California St., 00xx
Xxxxx Xxx
Xxxxxxxxx, XX
Xxx
Xxxxxxxxx,
XX 00000 (000)
000-0000
Xxxxxxx
Xxxxxxx (000)
000-0000
Xxxxx Xxxxxxxx (000) 000-0000
Fax β
(000) 000-0000
E*Trade/OptionsLink
|
Deutsche
Bank Alex. Xxxxx
|
P.O. Box
989032
101 California Street, 00xx
Xxxxx
Xxxx
Xxxxxxxxxx,
XX 00000-0000
Xxx Xxxxxxxxx, XX 00000
xxx.xxxxxx.xxx or xxx.xxxxxxxxxxx.xxx Xxxxxx
Xxxxxxxx (000) 000-0000
(000)
000-0000 (press β#0β for service
representative) Fax
β (000) 000-0000
(000)
000-0000 (from outside the United States)