Exhibit 10.01
Silicon Image,
Inc.
Bonus
Plan for Fiscal Year 2005
As amended July 19,
2005
1. Purpose
The
purpose of this Bonus Plan (this “ Plan ”) is to
provide financial incentives for certain executive
1 and non-executive 2 employees (“ Executives ” and
“ Non-Executives ”, respectively) of Silicon
Image, Inc. (the “ Company ”) to meet and exceed
the Company’s annual financial goals.
2. Eligibility
Executives and
Non-Executives of the Company selected by the Committee (the
“ Participants ” and each a “
Participant ”) shall be eligible to participate in
this Plan; provided however , that neither Executives and
Non-Executives who are entitled to participate in any Company sales
incentive plan nor employees hired after September 30, 2005
are eligible to participate in this Plan. Participation in this
Plan is on a fiscal year basis and in the sole discretion of the
Compensation Committee of the Company’s Board of Directors
(the “ Committee ”).
3.
Administration
a. This Plan shall be administered by the Committee
which may delegate specific administrative tasks to others as
appropriate for administration of this Plan.
b. Subject to the provisions of this Plan, the
Committee shall have exclusive authority to designate Participants,
the amount of each award under this Plan (“ Award
”), the date when any performance goals are measured, and the
date when Awards (if any) will be paid.
c. The Committee shall have all discretion and
authority necessary or appropriate to administer this Plan,
including, but not limited to, the power to interpret this Plan, to
prescribe, amend and rescind rules and regulations relating to it,
and to make all other determinations necessary or advisable in the
administration of this Plan, and such determination shall be final
and binding upon all persons having an interest in this
Plan.
d. A majority of the Committee shall constitute a
quorum, and the acts of a majority of the members present at a
meeting at which a quorum is present or any action taken without a
meeting by a writing executed by all of the members of the
Committee shall constitute the act of the Committee.
e. All expenses and liabilities incurred by the
Committee in the administration of this Plan shall be borne by the
Company. The Committee may employ attorneys, consultants,
accountants, or other persons. The Committee and the Company and
its officers and directors shall be entitled to rely upon the
advice, opinion, or valuations of any such persons. No member of
the Committee shall be personally liable for any action,
determination, or interpretation taken or made with respect to this
Plan, unless such action, determination, or interpretation
constitutes criminal misconduct or willful negligence or
demonstrates bad faith, and all members of the Committee shall be
fully protected by the Company in respect of any such action,
determination or interpretation.
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1
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“
Executive ” means an employee of the Company at the
level of Vice President or above employed by the Company or any
affiliated Company as determined by the Committee.
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2
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“
Non-Executive ” means an employee of the Company,
other than an Executive, employed by the Company or any affiliated
Company as determined by the Committee.
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4. Bonus Pool Establishment
and Allocation
Subject to the
terms and conditions of this Plan, the Company will establish a
cash bonus pool if either:
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year-to-date actual revenue
3
for the fiscal year
ended December 31, 2005 (“ Actual Revenue
”) equals or exceeds the planned revenue for the fiscal year
(“ Target Revenue ”) established in the Annual
Operating Plan approved by the Board of Directors (“
Annual Operating Plan ”); or
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year-to-date earnings per share
(calculated on a non-GAAP 4 basis) for the fiscal year ended
December 31, 2005 (“ Actual EPS ”) equals
or exceeds the planned earnings per share (calculated on a non-GAAP
basis) for the fiscal year (“ Target EPS ”)
established in the Annual Operating Plan.
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If
both Actual Revenue and Actual EPS do not equal or exceed Target
Revenue and Target EPS, respectively then no cash bonus pool will
be established.
4.1 Executive Participants’ Bonus Pool
The
amount of the cash bonus pool for Executive Participants will be
equal to a function of the extent to which Actual Revenue equals or
exceeds Target Revenue and/or Actual EPS equals or exceeds the
Target EPS, as applicable, determined as follows.
For Executive Participants
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Percent Achievement of Annual
Year-
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Multiplier Factor
(a
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