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                                                                   Exhibit 10.35

                                  NONQUALIFIED
                          STOCK OPTION AGREEMENT UNDER
                            THE ______________PLAN
                                       OF
                                    CRAY INC.

                                                                          [Date]

[Name and Address]

Dear ____________ :

            Cray Inc. (the "Company") has granted you an option to purchase the
shares of the Company's Common Stock specified below. This option is granted
pursuant to the Company's ___________ Plan (the "Plan"), the terms of which are
incorporated herein by this reference. All terms defined in the Plan and not
defined herein have the respective meanings provided in the Plan.

            For a detailed explanation of the option you have been granted, you
are referred to the Plan. Without limiting the specificity of the terms as set
forth in the Plan, the following summarizes some of the most important of the
terms set forth in the Plan and certain other terms and conditions pursuant to
which this option is granted and may be exercised:

            Number of Shares: You may purchase up to a total of ________shares
of the Company's Common Stock pursuant to this option.*

            Exercise Price: $_______ per share*

            Date Option Granted: [Date]

----------------
      *These figures are subject to change in certain situations described in
Section 8 of the Plan.

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            Term of This Option: Unless sooner terminated, this option must be
exercised on or before ten years from the date of grant.

            Exercise Schedule: This option shall vest and be exercisable
immediately.

            How to Exercise. To exercise this option in whole or in part
(usually, a minimum of 100 shares) at least one full business day prior to the
date you wish to exercise the option you must deliver to the Company a written
notice of exercise and the exercise price, in cash or by bank certified or
cashier's check, for the number of shares you desire to purchase. You must pay
all applicable withholding taxes. You may elect that the Company retain and
withhold a number of shares having a fair market value not to exceed the amount
of such withholding taxes. You also may pay through irrevocable instructions to
a stock broker to deliver the amount of sales proceeds necessary to pay the
exercise price and applicable withholding tax in accordance with applicable
governmental regulations. You also must execute such other documents as the
company may request. You should contact the Company in advance when you are
considering an exercise of this option.

            Termination of Option: This option shall not terminate for the
reasons described in Sections 5.5.1 through 5.5.4 of the Plan, but shall
terminate pursuant to Section 5.5.5. of the Plan.

            No Transfer of Option: This option cannot be transferred except by
will or the applicable laws of descent and distribution.

            Non-Qualified Stock Option: This option is not intended to be an
"Incentive Stock Option," as that term is defined in Section 422 of the Internal
Revenue Code, as amended. At the time you exercise this option, there will be
certain tax consequences. You should seek tax advice in this regard.

            Please execute the attached letter indicating whether you choose to
accept or decline this option upon the terms set forth in the Plan and above,
and return the letter to the Company.

                                          Very truly yours,

                                          CRAY INC.

                                          By _______________________________
                                             James E. Rottsolk, Chairman
                                             and Chief Executive Officer

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                   ELECTION TO ACCEPT OR DECLINE STOCK OPTION

            I ____ ACCEPT ____ DECLINE the Nonqualified Stock Option granted to
me pursuant to the _____ Plan of Cray Inc. (the "Plan") and as set forth in this
option agreement. If I accept the grant of the option, I acknowledge that I have
received and understood, and agree to, the terms of this option agreement and
the Plan.

                                           DATED: ______________________________

SIGNED: ________________________________________
                    [Name]

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                 Notice of Exercise of Nonqualified Stock Option

To: CRAY INC.

      I hereby exercise my nonqualified stock option granted by Cray Inc. (the
"Company") on ___________________, subject to all the terms and provisions
thereof and of the __________________Plan referred to therein, and notify the
Company of my desire to purchase ______________of $________ per share, or an
aggregate exercise price of $________________.

      I hereby deliver the full exercise price and if any) all applicable
withholding taxes with respect to this exercise as follows:

                      _______________  cash

                      _______________  bank certified or cashier's check, or

                      _______________  irrevocable instructions to
                                       a stock broker to deliver
                                       the necessary sales
                                       proceeds, all in accordance
                                       with applicable
                                       governmental regulations.

      I further agree to execute such other documents as the Company may
request.

Date: _____________________________________

Signature: ________________________________

Print Name: _______________________________

Address: __________________________________

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