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Form 
12/19/06
    
    Exhibit 10.11















Grant of Restricted Stock 


Vesting.








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Form 
12/19/06








Forfeiture upon Termination


Restriction on Transfer


Tax Withholding and Section 83(b) Election


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Form 
12/19/06








Stock Certificate


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Form 
12/19/06


Changes in Capital Structure


Legend


The shares represented by this certificate are subject to a Restricted Stock
Agreement dated as of ______, 200X, which restricts the transferability of the shares. A
copy of the agreement is on file at the principal executive office of the Company
and will be furnished to the holder of this certificate upon request and without
charge.


Definitions






a.
    
    Employee has willfully failed or refused in a material respect to follow reasonable
policies or directives established by the Board of Directors or the Chief Executive Officer
or willfully failed to attend to material duties or obligations of Employees office (other
than any such failure resulting from his or her incapacity due to physical or mental
illness), which Employee has failed to correct within a reasonable period following written
notice to Employee; orb.
    
    there has been an act by Employee involving wrongful misconduct which has a
demonstrably adverse impact on or material damage to the Company or its subsidiaries, or
which constitutes a misappropriation of the assets of the Company; orc.
    
    Employee has engaged in an unauthorized disclosure of confidential information; ord.
    
    Employee while employed by the Company, has performed services for another company or
person which competes with the Company, without the prior written approval of the Chief
Executive Officer of the Company; or


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Form 
12/19/06


e.
    
    Employee has materially breached his or her obligations hereunder or under any other
agreement with the Company.




a.
    
    The shareholders of the Company approve a merger or consolidation of the Company with
any other corporation, other than a merger or consolidation which would result in the
voting securities of the Company outstanding immediately prior thereto continuing
to represent (either by remaining outstanding or by being converted into voting securities
of the surviving entity) at least 50% of the total voting power represented by the voting
securities of the Company or such surviving entity outstanding immediately after such merger
or consolidation, or the shareholders of the Company approve a plan of complete liquidation
of the Company or an agreement for the sale or disposition of all or substantially all of
the Companys assets.b.
    
    The acquisition by any Person as Beneficial Owner, directly or indirectly, of
securities of the Company representing 50% or more of the total voting power represented by
the Companys then outstanding voting securities except pursuant to a negotiated agreement
with the Company and pursuant to which such securities are purchased from the Company.c.
    
    A majority of the Board in office at the beginning of any 36 month period is replaced
during the course of such 36 month period (other than by voluntary resignation of
individual directors in the ordinary course of business) and such replacement was not
initiated by the Board as constituted at the beginning of such 36 month period.Any other provisions of this section notwithstanding, the term Change of Control shall not
include, if undertaken at the election of the Company, either a transaction the sole purpose
of which is to change the state of the Companys incorporation, or a transaction, the result
of which is to sell all or substantially all of the assets of the Company to another
corporation (the surviving corporation), provided that the surviving corporation is owned
directly or indirectly by the shareholders of the Company immediately following such
transaction in substantially the same proportions as their ownership of the Companys Common
Stock immediately preceding such transaction; and provided further that the surviving
corporation expressly assumes this Agreement.


Disability means that, at the time Employees employment is terminated, Employee has been unable
to perform the duties of Employees position for a period of six consecutive months as a
result of Employees incapability due to physical or mental illness.




a.
    
    a reduction in salary or benefits (other than reductions applicable to employees
generally);


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Form 
12/19/06


b.
    
    a materially adverse change in job responsibilities;c.
    
    a request to relocate, except for office relocations that would not increase Employees
one-way commute by more than 25 miles; ord.
    
    the failure of the Company to obtain the assumption of the Agreement as stipulated in
Section 10.


Person shall have the meaning ascribed to such term in Section 3(a)(9) of the Exchange Act and as
used in Sections 13(d) and 14(d) thereof, including a group as defined in Section 13(d) of
the Exchange Act but excluding the Company and any subsidiary and any employee benefit plan
sponsored or maintained by the Company or any subsidiary (including any trustee of such plan
acting as Trustee).


Companys Successors


. General Provisions


Counterparts


Entire Agreement


Severability


Amendment


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Form 
12/19/06


Governing Law; Jurisdiction and Venue




Waiver


Successors and Assigns


No Third-Party Beneficiaries


Further Action




CRAY INC.
    
    
    
    EMPLOYEEByTitle:


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