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Exhibit 10.1
[Cray Letterhead]
May 16, 2005
Dear Brian,
As Chief Executive Officer of Cray Inc., I
am pleased to offer you employment
with Cray as Executive Vice President and
Chief Financial Officer. In your
position you will report directly to me. As
the senior financial officer in the
company you will have responsibility for
all accounting, financial reporting,
tax and risk management tasks at Cray and
be expected to work with other senior
managers to take those steps necessary to
return Cray to leadership. Peter
Ungaro and I are certain that you are the
right person to work as one of the top
executives in the company to move Cray to
the next level. There is little doubt
that you'll make a valuable contribution to
the Company's future success.
Your base salary will be $325,000. In
addition, you will participate in the
annual executive bonus plans as approved
from time to time by the Board of
Directors. Your target bonus will be 50%.
Under the executive bonus plan, the
actual bonus can vary from no bonus to 100%
of your base. While this bonus is
generally dependent upon corporate
performance established by the Board and
senior management, and you will participate
in the establishment of goals for
future periods, for 2005 50% of your
targeted bonus (or $81,250) will be based
on our accomplishing the following: a
significant cost restructuring, rebuilding
of the financial team and receipt of a
clean Sarbanes opinion for 2005 filed
with the Form 10-K.
In addition, we will pay you a sign-on
bonus within 30 days after employment of
$200,000. If you decide to leave Cray
be