Statement of Changes in Beneficial Ownership (4)
19 August 2014 - 3:52AM
Edgar (US Regulatory)
X0306
4
2014-08-15
0
0001003214
SILICON IMAGE INC
SIMG
0001432030
Cook Raymond D
1140 EAST ARQUES AVE.
SUNNYVALE
CA
94085
0
1
0
0
Senior VP and CFO
Common Stock
2014-08-15
4
A
0
50000
0
A
50000
D
Non-Qualified Stock Option (right to buy)
4.9
2014-08-15
4
A
0
100000
0
A
2015-08-15
2021-08-15
Common Stock
100000
100000
D
Performance Shares
0
2014-08-15
4
A
0
100000
0
A
2014-12-31
Common Stock
100000
100000
D
The restricted stock units shall vest with respect to one fourth (1/4) of the total number of shares (rounded to the nearest whole share) on each one year anniversary of the Grant Date until such time as the restricted stock units are vested with respect to all of the shares.
The option shall become vested and exercisable with respect to one fourth (1/4) of the total number of shares (rounded to the nearest whole share) on the one year anniversary of the Grant Date, and thereafter, at the end of each full succeeding month, the option shall become vested and exercisable with respect to an additional one forty-eighth (1/48) of the total number of shares (rounded to the nearest whole share) until such time as the option is vested and exercisable with respect to all of the shares.
The performance-based restricted stock units ("PBRSUs") will vest as follows: 16,279 of the total number of shares shall vest on 12/31/14, 27,907 of the total number of shares shall vest on 12/31/15, 27,907 of the total number of shares shall vest on 12/31/16 and 27,907 of the total number of shares shall vest on 12/31/17, provided that the Registrant's GAAP earnings per share (EPS) for the fiscal year ending on each Vesting Date (as evidenced by the Registrant's audited financial results and confirmed by the Compensation Committee) is equal to or greater than the target GAAP EPS for each such fiscal year established by the Compensation Committee. No shares will vest as to any of the grants listed herein, upon any of the Vesting Dates unless the recipient continues to provide services to the Registrant as of such Vesting Date. Mr. Cook will be required to hold any shares of common stock received upon the vesting of any PBRSUs for one year following the applicable vesting date.
Any PBRSUs not vesting on a Vesting Date due to the Registrant's GAAP EPS for the fiscal year in question not meeting the target for such fiscal year established by the Compensation Committee shall be forfeited.
By: /s/ Liz Casolari, Attorney in Fact For: Raymond D. Cook
2014-08-18
POWER OF ATTORNEY
Know all by those present, that the undersigned hereby constitutes and appoints
each of Edward Lopez, and Liz Casolari, signing
singly, the undersigned's true and lawful attorney-in-fact to:
(1) execute for and on behalf of the undersigned, in the undersigned's
capacity as an officer and/or director of Silicon Image, Inc. (the "Company"),
Forms 3, 4 and 5 in accordance with Section 16(a) of the Securities Exchange
Act of 1934 and the rules thereunder;
(2) do and perform any and all acts for and on behalf of the undersigned
which may be necessary or desirable to complete and execute any such
Form 3, 4 or 5 and timely file such form with the United States Securities
and Exchange Commission and any stock exchange or similar authority; and
(3) take any other action of any type whatsoever in connection with the
foregoing which, in the opinion of such attorney-in-fact, may be of benefit
to, in the best interest of, or legally required by, the undersigned, it being
understood that the documents executed by such attorney-in-fact on behalf of
the undersigned pursuant to this Power of Attorney shall be in such form and
shall contain such terms and conditions as such attorney-in-fact may approve
in such attorney-in-fact's discretion.The undersigned hereby grants to each
such attorney-in-fact full power and authority to do and perform any and every
act and thing whatsoever requisite, necessary, or proper to be done in the
exercise of any of the rights and powers herein granted, as fully to all intents
and purposes as the undersigned might or could do if personally present, with
full power of substitution or revocation, hereby ratifying and confirming all
that such attorney-in-fact, or such attorney-in-fact's substitute or
substitutes, shall lawfully do or cause to be done by virtue of this power of
attorney and the rights and powers herein granted. The undersigned acknowledges
that the foregoing attorneys-in-fact, in serving in such capacity at the request
of the undersigned, are not assuming, nor is the Company assuming, any of the
undersigned's responsibilities to comply with Section 16 of the Securities
Exchange Act of 1934.
This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Forms 3, 4 and 5 with respect to the
undersigned's holdings of and transactions in securities issued by the Company,
unless earlier revoked by the undersigned in a signed writing delivered to the
foregoing attorneys-in-fact.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of this 29th day of July, 2014.
/s/ Raymond D. Cook________________________
Signature
Raymond D. Cook__________________________
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