Attached files
| file | filename |
|---|---|
| 8-K - FORM 8-K - SILICON IMAGE INC | form8_k.htm |
| EX-99.01 - EXHIBIT 99.01 - SILICON IMAGE INC | exh99-01.htm |
| EX-10.02 - EXHIBIT 10.02 - SILICON IMAGE INC | exh10-02.htm |
December
23, 2009
Mr. Camillo Martino
18841
Graystone Lane
San Jose,
CA 95120
Dear
Camillo:
On behalf
of the Board of Directors (the "Board")
of Silicon Image, Inc. (the "Company"),
it is my pleasure to offer you the position of Chief Executive Officer.
The terms of our offer and the benefits provided by the Company are described in
this letter. The effective date of this letter is the first day you commence
employment with the Company, which will be January 6, 2010 (the "Effective
Date").
1. You will
report to the Board, which will nominate and elect you to the Board as a Class
III director within five business days following the Effective Date. While you
are employed at the Company, you will abide by your duty of loyalty to the
Company, will perform your duties and follow the lawful directions of the Board
in a diligent manner, and will devote your full time, energy and attention to
the interests of the Company; provided, however, that you may serve on one (1)
additional board of directors with the advance written consent of the Board. You
will receive an indemnification agreement for your service as an officer and
director of the Company consistent with indemnification agreements in place with
other members of the Board.
2. Your
starting annual base salary will be $425,000 per year. For the 2010 fiscal year,
you will be eligible to receive a cash bonus under the Company's executive bonus
plans up to a maximum of 100% of your then current annual base salary. Your
actual annual bonus cash award may be below, at, or above target and shall be
determined based upon a combination of (a) the Company's achievement level
against financial and performance objectives and (b) an individual modifier
component based upon your individual performance as determined by the
Compensation Committee based on both individual and management by objective
milestones to be determined by the Board's Compensation Committee. For fiscal
year 2010, your annual bonus will be guaranteed as to fifty percent (50%) of
your base salary, or $212,500 (the "Guaranteed
Ionics"). The Guaranteed Bonus will be payable as follows: (i) $106,250
on June 30, 2010 and (ii) $106,250 on December 31, 2010. Your annual
compensation will be subject to annual review by the Compensation
Committee.
3. You will
be granted an option to purchase 1,000,000 shares of Company common stock (the
"Option"). The Option
will be granted on January 15, 2010. The Option shall have an exercise price
equal to the closing price of the Company's common stock on the date of grant
and shall vest over a four year period as follows: (i) 10% of the shares subject
to the Option shall vest on January 1, 2011; (ii) twenty percent (20%) of the
shares subject to the Option shall vest on January 1, 2012; (iii) thirty percent
(30%) of the shares subject to the Option shall vest on January 1, 2013; and
(iv) forty percent (40%) of the shares subject to the Option shall vest on
January 1, 2014. All vesting for the Option shall be contingent upon your
continued employment with the Company on the applicable vesting
date.
4. You will
be eligible to participate in the other employee benefit plans and executive
compensation programs maintained by the Company applicable to other employees
and key executives of the Company, including without limitation stock option,
stock purchase, incentive or other bonus plans, life, disability, health,
accident and other insurance programs, vacation and similar plans or
programs.
5. Upon any termination of
your employment with the Company, you shall in all cases receive
(i) payment
for all unpaid salary and vacation accrued through the date of your termination
of employment;
(ii) reimbursement
for expenses per existing Company policies; and (iii) continued benefits in
accordance with the
terms of the Company's then existing benefit plans and policies and/or as
required by applicable law; such payments and benefits are not included within
the separation benefits described below (but likewise will not operate to
duplicate such separation benefits either). In addition to the above benefits,
you shall under certain circumstances described below in subsection B, also be
entitled to receive separation benefits; provided, that in order to receive any
separation benefits you must first execute and return to the Company within
sixty (60) days following your separation from service a full unilateral release
(including a waiver of unknown claims and covenant not to sue) in favor of the
Company and its directors, officers and other related persons and an agreement
not to solicit employees of the Company for a period of one year following
termination, each in the form then used by the Company for departing executives;
and further provided, however, that you will not be required to release any
right to indemnification that you may have under applicable law, the Company's
Certificate of Incorporation, the Company's bylaws or any indemnity agreement
between you and the Company nor any rights related to your then existing equity
ownership in the Company (the "Release").
You will not be entitled to any other compensation, award or damages with
respect to your employment or termination. Payment of the severance (to the
extent you are eligible) will be on the 61st day
following your separation from service, provided the release described above is
effective, has not been revoked by you and any applicable statutory revocation
period has expired. If any statutory waiting period applies with respect to the
receipt of the cash severance benefits, then payment of the cash severance (to
the extent you are eligible) shall be delayed until expiration of such
period.
A. In the
event of your voluntary termination of employment for any reason, your
disability (as such
term is defined in Section 22(e)(3) of the Code, your death or your termination
of employment for Cause (as defined below) by the Company, you will not be
entitled to any cash separation benefits or additional vesting of shares of any
stock options, including the Options.
B. In the
event the Company terminates your employment without Cause and (A) you execute
the Release and (B) during the Severance Period (as defined below) you do not
provide services, either directly or indirectly, as an employee, agent, director
or service provider to a Competing Business, you shall be entitled to receive:
(i) continuation of your then current annual base salary for a period of twelve
(12) months in accordance with the Company's regular payroll periods; and (ii)
reimbursement of COBRA insurance premiums (provided you timely elect COBRA
coverage), for twelve (12) months following your termination. Your right to
receive COBRA insurance premiums shall terminate upon your commencement of
full-time employment with another company (which you shall promptly notify the
Company of). For purposes of this letter, "Competing
Business" means the lines of business in which the Company is engaged at
the time of your termination of employment without Cause.
C. No
acceleration of vesting will be deemed to extend beyond the number of
then-unvested options or shares under a particular award at the time of
acceleration. No additional vesting shall occur following termination of
service. Vested options will be exercisable for (i) three months following the
termination date in the case of your termination without Cause, or your
voluntary termination, but in no event later than the expiration date of the
options, or (ii) twelve months following the termination date in the case of
termination due to death or disability.
For purposes
of this letter, "Cause"
means (i) a good faith determination by the Board that you willfully
failed to follow the lawful written directions of the Board; provided that no
termination for Cause shall occur unless you: (A) have been provided with notice
of the Company's intention to terminate you for Cause, and (B) have had at least
30 days to cure or correct your behavior; (ii) your engaging in gross
misconduct, which the Board determines in good faith is detrimental to the
Company; provided that no termination for Cause shall occur unless you: (A) have
been provided with notice of the Company's intention to terminate you for Cause,
and (B) have had at least 30 days to cure or correct your behavior; (iii) your
failure or refusal to comply in all material respects with (A) the Company's
Employee Invention Assignment, Confidentiality and Arbitration Agreement, (B)
the Company's insider trading policy, or (C) any other policies of the Company,
where such failure or refusal to comply would be detrimental to the Company;
provided that no termination for Cause shall occur unless you: (1) have been
provided with notice of the Company's intention to terminate you for Cause, and
(2) have had at least 30 days to cure or correct his behavior if such behavior
is curable; (iv) your conviction of, or a plea of no contest to, a felony or
crime involving moral turpitude or commission of a fraud which the Board in good
faith believes would reflect adversely on the Company; or (v) your unreasonable
or bad faith failure or refusal to cooperate with the Company in any
investigation or formal proceeding initiated by the Board in good
faith.
6. In the
event of your termination of employment that would entitle you to benefits under
the Company's Change of Control Retention Agreement, then such agreement (to the
extent it is then in effect) shall govern and you shall not be entitled to any
of the severance benefits described in Section 5 above. In the event the
Company's change of Control Retention Agreement is not in effect at the time of
your termination, you will be eligible for the severance benefits as set forth
in Section 5 above.
7. 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 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. Any amounts payable hereunder are subject to
applicable withholding taxes.
8. To the
extent (a) any payments or benefits to which Employee becomes entitled under
this Agreement, or under any agreement or plan referenced herein, in connection
with Employee's termination of employment with the Company constitute deferred
compensation subject to Section 409A of the Code and (b) Employee is deemed at
the time of such termination of employment to be a "specified employee" under
Section 409A of the Code, then such payments shall not be made or commence until
the earliest of (i) the expiration of the six (6)-month period measured from the
date of Employee's "separation from service" (as such term is at the time
defined in Treasury Regulations under Section 409A of the Code) from the
Company; or (ii) the date of Employee's death following such separation from
service; provided, however, that such deferral shall only be effected to the
extent required to avoid adverse tax treatment to Employee, including (without
limitation) the additional twenty percent (20%) tax for which Employee would
otherwise be liable under Section 409A(a)(1)(B) of the Code in the absence of
such deferral. Upon the expiration of the applicable deferral period, any
payments which would have otherwise been made during that period (whether in a
single sum or in installments) in the absence of this paragraph shall be paid to
Employee or Employee's beneficiary in one lump sum (without interest). Any
termination of Employee's employment is intended to constitute a "separation
from service" as such term is defined in Treasury Regulation Section 1.409A-1.
It is intended that each installment of the payments provided hereunder
constitute separate "payments" for purposes of Treasury Regulation Section
1.409A-2(b)(2)(i). It is further intended that payments hereunder satisfy, to
the greatest extent possible, the exemption from the application of Code Section
409A (and any state law of similar effect) provided under Treasury Regulation
Section 1.409A-1(b)(4) (as a "short-term deferral").
9. 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 you and the Company.
Accordingly, except as provided for by the Rules, neither you nor the Company
will be permitted to pursue court action regarding claims that are subject to
arbitration. In addition to the right under the Rules to petition the court for
provisional relief, you agree that any party may also petition the court for
injunctive relief where either party alleges or claims a violation of this
letter.
10. 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.
11. This offer is contingent
upon completion of a background check satisfactory to the Company, as well as
your executing the Company's standard invention assignment agreement. This offer
will expire at 5:00 p.m., PST, on December 28, 2009. If you decide to accept our
offer, and I hope you will, please sign the enclosed copy of this letter
agreement in the space indicated below and return it to me. Your signature will
acknowledge that you have read and understood and agreed to the terms and
conditions of this offer. Should you have anything else that you wish to
discuss, please do not hesitate to contact Masood Jabbar.
We look
forward to the opportunity to welcome you to the Company.
| Silicon Image, Inc |
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Accepted
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| By: | /s/Peter Hanelt | By: |
/s/Camillo Martino
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| Chairman of the Board |
Camillo
Martino
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