CHANGE OF CONTROL RETENTION AGREEMENT

Exhibit 10.01

CHANGE OF CONTROL RETENTION AGREEMENT

     This Change of Control Retention Agreement (the “Agreement”) is made and entered into as of                      , 2007, by and between Silicon Image, Inc., a Delaware corporation (the “Company”), and                                           (the “Executive”).

RECITALS

     WHEREAS, the Executive is a key employee of the Company who possesses valuable proprietary knowledge of the Company, its business and operations and the markets in which the Company competes;

     WHEREAS, the Company draws upon the knowledge, experience, expertise and advice of the Executive to manage its business for the benefit of the Company’s stockholders;

     WHEREAS, the Company recognizes that if a Change of Control were to occur, the resulting uncertainty regarding the consequences of such an event could adversely affect the performance of, and the Company’s ability to attract and retain, its key employees, including the Executive;

     WHEREAS, the Company believes that the existence of this Agreement will serve as an incentive to Executive to remain in the employ of the Company and to be focused and motivated to work to maximize the value of the Company for the benefit of its stockholders, and would enhance the Company’s ability to call on and rely upon Executive if a Change of Control were to occur; and

     WHEREAS, the Company and the Executive desire to enter into this Agreement to encourage the Executive to continue to devote the Executive’s full attention and dedication to the success of the Company, and to provide specified compensation and benefits to the Executive in the event of a Termination Upon Change of Control pursuant to the terms of this Agreement.

     NOW, THEREFORE, THE PARTIES HEREBY AGREE AS FOLLOWS:

1.		PURPOSE
		The purpose of this Agreement is to provide specified compensation and benefits to the Executive in the event of his Termination Upon Change of Control. Subject to the terms of any applicable written employment agreement between Company and the Executive, either the Executive or Company may terminate the Executive’s employment at any time for any reason.

2.		TERMINATION UPON CHANGE OF CONTROL
		In the event of the Executive’s Termination Upon Change of Control, the Executive shall be entitled to the benefits described in this Section 2:

2.1

Prior Obligations.

	2.1.1		Accrued Salary and Vacation. A lump sum payment of all salary and accrued vacation earned through the Termination Date.
	2.1.2		Expense Reimbursement. Upon submission of proper expense reports by the Executive, the Company shall reimburse the Executive for all expenses incurred by the Executive, consistent with past practices, in connection with the business of the Company prior to the Executive’s Termination Date.
	2.1.3		Employee Benefits. Benefits, if any, under any 401(k) plan, nonqualified deferred compensation plan, employee stock purchase plan and other Company benefit plans under which the Executive may be entitled to benefits, payable pursuant to the terms of such plans.

	2.2		Additional Cash Severance Benefits. (a ) An amount equal to twelve (12) months of Executive’s Base Salary and (b) an amount equal to fifty percent (50% ) of the Executive’s target annual bonus under the Company’s incentive compensation or bonus plan in effect immediately prior to the Change of Control, provided however, that should the Termination Date occur in the last six (6) months of any calendar year, the foregoing bonus payment shall be equal to one hundred percent (100%) of the Executive’s target annual bonus under the applicable incentive compensation or bonus plan. The foregoing amounts shall be payable in one lump sum within thirty (30) days following the Termination Date.
	2.3		Acceleration of Equity Awards. Fifty percent (50%) of all unvested, outstanding Equity Awards granted to Executive prior to the Change of Control shall have their vesting and exercisability accelerated. The Executive shall be entitled to exercise any Equity Award within the period ending three (3) months following the Termination Date, or such longer period as specified by the Equity Award, but in no event later than the expiration date of the Equity Award; provided, however, that if such Equity Awards are not assumed by the Successor in a Change of Control, they shall accelerate in full and must be exercised or cashed out in full prior to the consummation of the Change of Control regardless of whether there occurs a Termination Upon Change of Control.
	2.4		Extended Insurance Benefits.

2.4.1

Benefit Continuation. If the Executive timely elects coverage under COBRA, the Executive shall receive at the Company’s expense continued provision of the Company’s health related and other standard employee insurance coverage as in effect immediately prior to the Executive’s

			Termination Upon Change of Control for a period of twelve (12) months following such Termination Upon Change of Control. The date of the “qualifying event” for the Executive and any dependents shall be the date of his Termination Upon Change of Control.
	2.4.2		Coverage Under Another Plan. Notwithstanding the preceding provisions of this subsection 2.4, in the event the Executive becomes covered as a primary insured (that is, not as a beneficiary under a spouse’s or partner’s plan) under another employer’s group health plan during the period provided for herein, the Executive promptly shall inform the Company and the Company shall cease provision of continued group health insurance for the Executive and any dependents.

3.		FEDERAL EXCISE TAX UNDER SECTION 280G
		If (1) any amounts payable to the Executive under this Agreement or otherwise are characterized as excess parachute payments pursuant to Section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”), and (2) the Executive thereby would be subject to any United States federal excise tax due to that characterization, then Executive’s termination benefits hereunder will be payable, at Executive’s election, either in full or in such lesser amount as would result, after taking into account the applicable federal, state and local income taxes and the excise tax imposed by Section 4999, in Executive’s receipt on an after-tax basis of the greatest amount of termination and other benefits. The determination of any reduction required pursuant to this section (including the determination as to which specific payments shall be reduced) shall be made by a neutral party designated by the Company and such determination shall be conclusive and binding upon the Company or any related corporation for all purposes.
4.		DEFINITIONS

	4.1		Capitalized Terms Defined. Capitalized terms used in this Agreement shall have the meanings set forth in this Section 4, unless the context clearly requires a different meaning.
	4.2		“Base Salary” means the base salary of the Executive immediately preceding the Executive’s Termination Date.
	4.3		“Cause” means:

(a)

a good faith determination by the Board of Directors of the Company (the “Board”) that the Executive willfully failed to follow the lawful written directions of the Board; provided that no termination for Cause shall occur unless the Executive: (i) has been provided with notice of the Company’s intention to terminate the Executive for Cause, and (ii) has had at least 30 days to cure or correct his behavior;

	(b)		Executive’s engagement in gross misconduct, which the Board determines in good faith is detrimental to the Company; provided that no termination for Cause shall occur unless the Executive: (i) has been provided with notice of the Company’s intention to terminate the Executive for Cause, and (ii) has had at least 30 days to cure or correct his behavior;
	(c)		Executive’s failure or refusal to comply in all material respects with (i) the Company’s Employee Invention Assignment, Confidentiality and Arbitration Agreement, (ii) the Company’s insider trading policy, or (iii) 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 the Executive: (i) has been provided with notice of the Company’s intention to terminate the Executive for Cause, and (ii) has had at least 30 days to cure or correct his behavior if such behavior is curable;
	(d)		Executive’s 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
	(e)		Executive’s 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.

4.4

“Change of Control” means:

	(a)		any “person” (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), other than a trustee or other fiduciary holding securities of the Company under an employee benefit plan of the Company, becomes the “beneficial owner” (as defined in Rule 13d-3 promulgated under the Exchange Act), directly or indirectly, of securities of the Company representing fifty (50%) percent or more of (A) the outstanding shares of common stock of the Company or (B) the combined voting power of the Company’s outstanding securities;
	(b)		the consummation of a merger or consolidation, or series of related transactions, which results in the voting securities of the Company outstanding immediately prior thereto failing to continue to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity), directly or indirectly, at least fifty (50%) percent of the combined voting power of the voting securities of the Company or such surviving entity outstanding immediately after such merger, consolidation or series of related transactions;

	(c)		the sale or disposition of all or substantially all of the Company’s assets (or consummation of any transaction, or series of related transactions, having similar effect); or
	(d)		the dissolution or liquidation of the Company.

	4.5		“Company” shall mean Silicon Image, Inc., a Delaware company and, following a Change of Control, any Successor.
	4.6		“Equity Award” shall mean any option, restricted stock award, restricted stock unit award, stock appreciation right or other equity award to acquire shares of the Company’s common stock granted or issued to the Executive.
	4.7		“Good Reason” means the occurrence of any of the following conditions, without the Executive’s written consent:

	(a)		assignment to the Executive of authorities, responsibilities or duties that are materially less than the authorities, responsibilities or duties which the Executive occupied immediately preceding the Change of Control;
	(b)		a material change in the position to whom Executive is to report from the position to whom Executive reports immediately preceding the Change of Control;
	(c)		a reduction in the Executive’s Base Salary or a material reduction in the Executive’s target bonus opportunity from the Executive’s Base Salary or target bonus opportunity immediately preceding the Change of Control (other than an equivalent percentage reduction in annual base salaries and target bonus opportunities that applies to employees similarly situated to the Executive); or
	(d)		the Company requiring the Executive to be based at any office or location more than 50 miles from the office where the Executive was based immediately preceding the Change of Control.

	4.8		“Permanent Disability” means “disability” as defined in Section 409A and Treasury Regulations promulgated thereunder:
	4.9		“Successor” means the Company as defined above and any successor to or assignee of substantially all of its business and/or assets whether or not as part of a Change of Control.
	4.10		“Termination Date” means the effective date of an Executive’s “separation from service” (as defined in Section 409A and Treasury Regulations promulgated thereunder).

4.11

“Termination Upon Change of Control” means any termination of the employment of the Executive by the Company without Cause or any resignation by the Executive for Good Reason during the period commencing three (3) months prior to the completion of a Change in Control and ending on the date which is twelve (12) months following the completion of the Change of Control. In the event of the resignation of the Executive for Good Reason, the Executive must provide the Company with notice of the existence of Good Reason within ninety (90) days of the existence of such Good Reason and with a thirty (30) day opportunity to cure. Notwithstanding the foregoing, the term “Termination Upon Change of Control” shall not include any termination of the employment of the Executive (1) by the Company for Cause; (2) by the Company as a result of the Permanent Disability of the Executive; (3) as a result of the death of the Executive; or (4) as a result of the voluntary termination of employment by the Executive for reasons other than Good Reason.

5.		RELEASE OF CLAIMS
		Executive’s receipt of payments and benefits under this Agreement is conditioned upon the delivery by Executive of a signed Termination Release Agreement in substantially the form attached hereto as Exhibit A, provided, however, that the Executive shall not be required to release any rights the Executive may have to be indemnified by the Company pursuant to applicable law, contract or otherwise.
6.		EXCLUSIVE REMEDY
		The Executive shall be entitled to no other termination, severance or change of control compensation, benefits, or other payments from the Company as a result of any Termination Upon a Change of Control with respect to which the payments and/or benefits described in Section 2 ha