Silicon Image, Inc. Employment Offer Letter for Jimmy Garcia-Meza (Vice President, Storage)

Exhibit 10.37

1060 East. Arques Ave.
Sunnyvale CA 94085
Ph: (408)  ###-###-####
Fax: (408)  ###-###-####

February 8, 2005

Jimmy Garcia-Meza

Dear Jimmy:

          Silicon Image, Inc. (the “Company”) is pleased to confirm our offer of continued employment to you. The terms of our offer and the benefits provided by the Company are as follows:

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programs. You will be eligible for the applicable number of days of paid PTO per year, per the PTO policy.

(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 Directors (“Termination for Death or Disability”); provided that “disability” shall mean your complete inability to perform your job responsibilities for a period of 180 consecutive days or 180 days in the aggregate in any 12-month period;

(e) Your employment may be a “Termination in Connection with a Change in Control” if there is a Change in Control and either (i) you are employed by Silicon Image on the date of the Change in Control and continue your employment after the Change in Control to aid in an orderly transition, if Silicon Image so requests (provided that you shall not be required to continue your employment for more than three (3) months after the Change in Control in order to satisfy such obligation), or (ii) Silicon Image terminates your employment other than for Cause, death or Disability after Silicon Image begins negotiations with a third party that culminates in a Change of Control and not more than 150 days prior to the Change in Control (in which case, for the purpose of interpreting the vesting and exercisability provisions of your stock option grants, your termination shall be deemed to occur on the date of the Change in Control).

Definitions used in this agreement:

“Cause” means willful gross misconduct, conviction of a felony or an act of material personal dishonesty.

“Change in Control” means the closing of any transaction or series of related transactions, including the acquisition of Silicon Image by another entity and any reorganization, merger or consolidation, which results in the holders of Silicon Image’s capital stock prior to the transaction or transactions holding less than fifty percent (50%) of the outstanding voting power of Silicon Image after the transaction or transactions, or which results in the sale of all or substantially all of the assets of Silicon Image.

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Separation Benefits. Upon termination of your employment with Silicon Image for any reason, you will receive payment for all unpaid salary and vacation accrued to the date of your termination of employment; and your benefits will be continued under Silicon Image’s then existing benefit plans and policies for so long as provided under the terms of such plans and policies and as required by applicable law. Under certain circumstances, you will also be entitled to receive severance benefits as set forth below, but you will not be entitled to any other compensation, award or damages with respect to your employment or termination.

(a) In the event of your Voluntary Termination or Termination for Cause, you will not be entitled to any cash severance benefits or additional vesting of shares of restricted stock or options.

(b) In the event of your Termination without Cause, you shall be entitled to severance for six (6) months following your termination, at the rate of your Base Salary plus target bonus for that year and in accordance with Silicon Image’s normal payroll practices.

(c) In the event of your Termination in Connection with a Change in Control, your stock option grant number 000808 dated April 5, 2001 (“Initial Stock Grant”) shall have a vesting rate of twice the vesting rate set forth in the grant, provided, that in no event shall the minimum aggregate number of shares vested be less than at least one-quarter (1/4) of the aggregate number of shares granted; and you shall be entitled to severance for six (6) months following your termination, at the rate of your Base Salary plus target bonus for that year and in accordance with Silicon Image’s normal payroll practices.. For example, if immediately prior to a Change of Control, your Initial Stock Grant would have otherwise vested as to forty percent (40%) of the shares, then upon such Change in Control such Initial Stock Grant shall instead be vested as to eighty percent (80%) of the shares. For example, if immediately prior to a Change of Control, your Initial Stock Grant would have otherwise vested as to none of the shares subject to the grants, then upon such Change in Control, such Initial Stock Grant shall instead be vested as to twenty-five percent (25%) of the shares. In addition, should your employment continue following a Change in Control, all your stock options granted prior to the Change in Control shall continue to vest at the vesting rate set forth in the original grant.

(d) If your severance and other benefits provided for in this Section 8 constitute “parachute payments” within the meaning of Section 280G of the Code and, but for this subsection, would be subject to the excise tax imposed by Section 4999 of the Internal Revenue Code, then your severance and other benefits under this Section 8 will be payable, at your 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 your receipt on an after-tax basis of the greatest amount of severance and other benefits.

(e) No payments due you hereunder shall be subject to mitigation or offset.In consideration of and as a condition to receiving the severance set forth in this Section 4, concurrently with your termination of employment, you will execute an agreement in form acceptable to the Company providing for a full unilateral release in favor of

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the Company and its directors, officers and other related persons. However, you will not be required to release any right to indemnification that you may have under applicable law, the Company’s bylaws or the Indemnity Agreement between you and the Company.

We look forward to the opportunity to continue working together.

Very truly yours,

Silicon Image, Inc.

2/15/05
Acknowledged, Accepted and Agreed

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     /s/ Jimmy Garcia-Meza

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