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Exhibit 10.33
March 22, 2001
Jimmy Garcia-Meza
4 Chemin Souvairan
1224 Chene Bougeries Switzerland
Re: Employment Agreement
Dear Jimmy:
On behalf of the Board of Directors of Silicon Image Inc. (" Silicon Image "), I am pleased to offer you the position of Worldwide Vice President, Sales of Silicon Image on the terms set forth below.
1. Position. You will be employed by Silicon Image as its Worldwide Vice President, Sales effective commencing April 5, 2001 (the " Commencement Date ") and continuing thereafter until termination pursuant to Section 6. You will report directly to Silicon Image's Chief Operating Officer. You will be expected to devote your full working time and attention to the business of Silicon Image, and you will not render services to any other business without the prior approval of the Board of Directors or, directly or indirectly, engage or participate in any business that is competitive in any manner with the business of Silicon Image. You will also be expected to comply with and be bound by Silicon Image's operating policies, procedures and practices that are from time to time in effect during the term of your employment.
2. Base Salary. Although your initial base annual salary will be $192,500, through the end of Silicon Image's third quarter in fiscal 2001, you will be paid at an assumed annual rate of $275,000 (and thereafter at the annual rate of $192,500) payable in accordance with Silicon Image's normal payroll practices with such payroll deductions and withholdings as are required by law. Your base salary will be reviewed on an annual basis by the Compensation Committee of the Board of Directors and increased from time to time, in the discretion of the Compensation Committee.
3. Bonus and Commission. You will be eligible to receive a target commission of $82,500 in accordance with Silicon Image's standard commission plan. You shall also be eligible to participate in such executive bonus program, if any, established by Silicon Image and in effect from time to time.
4. Stock Options. On the Commencement Date, the Compensation Committee of the Board of Directors shall grant you stock options to purchase 500,000 shares of Silicon Image common stock at an exercise price equal to such common stock closing price on the Commencement Date ("Initial Stock Grant"). The Initial Stock Grant will vest and become exercisable over a four (4) year period, with 125,000 shares vesting and becoming exercisable on the first anniversary of your Commencement Date and the remaining 375,000 shares vesting and becoming exercisable in 36 equal monthly installments following the first anniversary of the Commencement Date (each a " Succeeding Vesting Date "). The option may be exercised with a full recourse promissory note at commercially reasonable terms determined by Silicon Image after consultation with its accountants to assure the note does not cause adverse accounting consequences. Except as otherwise indicated in this agreement, the vested portion of such Initial Stock Grant may be exercised at any time until the earlier of ninety (90) days after the termination of your employment or ten (10) years after the grant of such options. You should consult a tax advisor concerning your income tax consequences before exercising any of the options.
5. Other Benefits. You will be eligible for the normal vacation, health insurance, 401(k), employee stock purchase plan and other benefits offered to all Silicon Image senior executives of similar rank and status. You shall also be entitled to up to $120,000 to cover relocation, moving and tax preparation expenses. You will be entitled to an auto allowance to the extent such allowance is provided to similarly situated employees.
6. Employment and Termination. Your employment with Silicon Image will be at-will and may be terminated by you or by Silicon Image at any time for any reason as follows:
(a) You may terminate your employment upon written notice to the Board of Directors at any time in your discretion (" Voluntary Termination ");
(b) Silicon Image may terminate your employment upon written notice for "Cause," as defined below, for such termination (" Termination for Cause ");
(c) Silicon Image may terminate your employment upon written notice to you at any time without a determination that there is Cause for such termination (" Termination without Cause ");
(d) Your employment will automatically terminate upon your death or upon your disability as determined by the Board of ...
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