Exhibit
10.45
SILICON
IMAGE, INC.
TRANSITIONAL
EMPLOYMENT AND SEVERANCE AGREEMENT
This
Transitional Employment and Severance Agreement (“
Agreement ” ) is entered into as of August 22,
2008, by and between Hyun John Shin (“ Employee
”) and Silicon Image, Inc. (“ Company
”) (collectively referred to as the “
Parties ”).
RECITALS
WHEREAS
,
Employee has been employed by the Company as its Vice President, VP
Strategic Technology Initiatives,
WHEREAS
, the
Company and Employee have agreed that Employee shall terminate his
employment with the Company following a transitional period of
employment, and the Parties desire to agree upon the terms and
conditions applicable to such transitional period of employment and
upon Employee’s termination of employment with the
Company;
NOW
THEREFORE , in
consideration of the promises made herein, the Parties hereby agree
as follows:
AGREEMENT
1.
Transitional Employment . Employee shall continue
in active full-time employment with the Company for the “
Transitional Period ”, which shall commence on
and as of the date hereof and terminate on and as of July 31, 2009,
unless earlier terminated as provided herein or extended by the
mutual agreement of the Parties (in any case, the “
Termination Date ”).
2.
Resignation of Titles and Positions . Effective
as of the Termination Date, Employee’s employment with the
Company shall terminate, and Employee shall relinquish all titles
and positions then held by Employee with the Company or any
subsidiary of the Company.
3.
Compensation and Benefits During Transitional Period
. During the Transitional Period, (i) Employee shall
continue to receive payment of his current base salary for the
duration of the Transitional Period without adjustment; (ii)
Employee shall continue to participate in applicable Company
employee benefit plans to the extent of his participation and on
the terms and conditions in effect immediately prior to the
commencement of the Transitional Period; (iii) Employee shall be
eligible to participate in the Company’s 2008 Bonus program
only; and (iv) Employee’s stock options and equity awards
will remain outstanding and continue to vest in accordance with
their terms, provided, however, that Employee shall not receive any
additional equity awards or options or other rights to purchase
shares of the Company’s common stock (except for shares
acquired in connection with participation under the Company’s
Employee Stock Purchase Plan) following the commencement of the
Transitional Period.
4.
Payments and Benefits .
(a)
Accrued Payments and Benefits . Upon the
termination of Employee’s employment with the Company for any
reason, the Company shall pay to Employee all amounts and benefits
that have accrued or were earned but remain unpaid through the
Termination Date in respect of salary and unreimbursed expenses,
including accrued and unused vacation.
(i)
Upon
the conclusion of the Transitional Period, and subject to
Employee’s delivery to the Company of a signed general
release of claims in favor of the Company, in a form acceptable to
the Company, which shall be substantially in the form attached
hereto as Exhibit 1 (the “ Release ”),
following expiration of the statutory rescission period without any
rescission of the Release, the Company will provide Employee with a
severance payment ( “Severance Payment” )
in an amount equal to seven twelfths (7/12 th
) of
forty percent (40%) of his current yearly base salary.
(ii)
If
Employee terminates his employment with the Company before the
conclusion of the Transitional Period, and subject to
Employee’s delivery to the Company of a signed general
release of claims in favor of the Company, in a form acceptable to
the Company, which shall be substantially in the form attached
hereto as Exhibit 1 (the “ Release ”),
following expiration of the statutory rescission period without any
rescission of the Release, the Company will provide Employee with a
Severance Payment in an amount equal to Employee’s base
salary for the remainder of the Transitional Period plus an amount
equal to seven twelfths (7/12 th
) of
forty percent (40%) of his current yearly base salary.
(c)
Notwithstanding the foregoing, Employee acknowledges and agrees
that in the event that the Company terminates Employee’s
employment for Cause (as hereinafter defined) before the conclusion
of the Transitional Period, Employee will not be entitled to a
Severance Payment.
For
purposes of this Agreement, “Cause” shall
mean:
(i)
a
good faith determination by the Board of Directors of the Company
(the “Board” ) that Employee willfully
failed to follow the lawful written directions of the
Board;
(ii)
Employee’s engagement in gross misconduct, which the Board
determines in good faith is detrimental to the Company;
(iii)
Employee’s failure or refusal to comply in all material
respects with (A) the Company’s Employee Inventions and
Confidentiality 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;
(iv)
Employee’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
(v)
Employee’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.
(d)
Company Stock Options .
(i)
Vested Options . Employee shall have that period
of time following the Termination Date specified in the governing
written stock option agreement to exercise any options to purchase
shares of the Company’s common stock (“
Options ”) which are vested, outstanding and
not exercised as of the Termination Date.
(ii)
Unvested Options . Any Options which remain
unvested as of the Termination Date shall expire effective as of
the Termination Date.
(e)
Benefits . Employee’s health insurance benefits will
cease on the Termination Date, subject to Employee’s
eligibility and timely election to continue group health coverage
under COBRA, in which case Employee will be responsible for the
payment of all further COBRA premiums. If Employee
terminates his employment with the Company before the conclusion of
the Transitional Period, the Parties acknowledge and agree that, as
part of the Severance Payment under Section 4(b)(ii) above, if any,
and on the terms and conditions set forth herein, the Company shall
pay Employee’s COBRA insurance premiums should Employee
timely elect to continue group health coverage under COBRA, through
July 31, 2009, to the extent that covered persons remain eligible
for such coverage. Employee’s participation in all
other employee benefits and incidents of employment will cease on
the Termination Date. Employee will cease accruing
employee benefits, including, but not limited to, vacation time and
paid time off, as of the Termination Date.
(f)
Outplacement Assistance . Company shall make
available, and Employee shall be entitled to, outplacement
assistance of the type and on the terms set forth in Exhibit 2
attached hereto for a duration of six (6) months, commencing on a
date designated by Employee, but in no event later than August 1,
2009.
5.
No
Mitigation Required . The parties agree that some of
the payments and benefits provided to Employee under this
Agreement, as referenced in Section 4, are over and above anything
owed to Employee by law and are offered in exchange for and
conditioned upon Employee’s execution of the
Release. Employee shall not be required to seek other
employment or to attempt in any way to reduce amounts payable to
him pursuant to this Agreement. Further, the amount of
benefits provided under this Agreement shall not be reduced by any
compensation earned by or other benefits provided to Employee as a
result of employment by another employer following the Termination
Date.
6.
Confidential Information . During the
Transitional Period and following the Termination Date, Employee
shall continue to maintain the confidentiality of all confidential
and proprietary information of the Company and shall continue to
comply with the terms and conditions of the Employee Inventions and
Confidentiality Agreement between Employee and the
Company. Employee shall return all of the
Company’s property and confidential and proprietary
information in his/her possession to the Company on the Termination
Date.
7.
No
Cooperation . Employee agrees that he will not
counsel or assist any attorneys or their clients in the
presentation or prosecution of any disputes, differences,
grievances, claims, charges, or complaints by any third party
against the Company and/or any officer, director, employee, agent,
representative, shareholder or attorney of the Company, unless
under a subpoena or other court order to do so. Employee
further agrees both to immediately notify the Company upon receipt
of any court order, subpoena, or any legal discovery device that
seeks or might require the disclosure or production of the
existence or terms of this Agreement, and to furnish, within three
(3) business days of its receipt, a copy of such subpoena or legal
discovery device to the Company.
8.
Non-Solicitation . Employee agrees that for a
period of eighteen (18) months immediately following the
Termination Date, Employee shall not either directly or indirectly
solicit, induce, recruit or encourage any of the Company’s
employees to leave their employment, or take away such employees,
or attempt to solicit, induce, recruit, encourage, or take away
employees of the Company, either for him/herself or any other
person or entity. Employee further agrees not to
otherwise interfere with the relationship of the Company or any of
its subsidiaries or affiliates with any person who, to the
knowledge of Employee, is employed by or otherwise engaged to
perform services for the Company or its subsidiaries or affiliates
(including, but not limited to, any independent sales
representatives or organizations) or who is, or was within the then
most recent prior twelve-month period, a customer or client of the
Company, or any of its subsidiaries.
9.
Costs . The Parties shall each bear their own
costs, expert fees, attorneys’ fees and other fees incurred
in connection with this Agreement except as specifically set forth
herein.
10.
Post-Termination Assistance . Following the
Termination Date, and upon reasonable notice, Employee shall
provide such information and assistance to the Company as may
reasonably be requested by the Company in connection with any
audit, governmental investigation or litigation in which it or any
of its subsidiaries is or may become a party; provided
that (i) the Company agrees to reimburse Employee for any
related out-of-pocket expenses, including travel expenses, and (ii)
any such assistance may not unreasonably interfere with
Employee’s then-current employment.
11.
Tax Consequences . The Company makes no
representations or warranties with respect to the tax consequences
of the payment of any sums to Employee under the terms of this
Agreement. Employee agrees and understands that he is
responsible for payment, if any, of local, state and/or federal
taxes on the sums paid hereunder by the Company and any penalties
or assessments thereon and that all such sums shall be paid less
all applicable withholdings and deductions. Employee
further agrees to indemnify and hold the Company harmless from any
claims, demands, deficiencies, penalties, assessments, executions,
judgments, or recoveries by any government agency against the
Company for any amounts claimed due on account of Employee’s
failure to pay federal or state taxes or da