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Exhibit 10.13  


 
 

SILICON GRAPHICS, INC.    
  


 
  AMENDED AND RESTATED 1996 SUPPLEMENTAL NON-
  EXECUTIVE EQUITY INCENTIVE PLAN    
  


    1.  Purpose of the Plan.  The purpose of the Silicon Graphics, Inc. 1996 Supplemental
Non-Executive Equity Incentive Plan (the "Plan") is to promote the long-term success of Silicon Graphics, Inc. (the "Company") by providing supplemental equity
incentives to non-executives of the Company to address special circumstances identified from time to time by the Compensation and Human Resources Committee, which could without limitation
include special retention programs addressing exceptional competitive pressures in the market for technical personnel, special recognition programs for outstanding performance, and other circumstances
outside of the normal course. 


    2.  Eligibility.  Stock Awards ("Rights") and nonstatutory stock options ("Options") may be granted to
Eligible Employees. If otherwise eligible, an Employee who has been granted an Option or Right may be granted additional Options or Rights. 


    3.  Stock Subject to the Plan.  


    (a) Subject
to Section 11 of the Plan, the maximum aggregate number of shares of Common Stock of the Company ("shares") that may be issued pursuant to Options
and Rights granted to participants under the Plan shall be 17,500,000 shares*. If shares issued pursuant to a Stock Award are forfeited or otherwise reacquired by the Company, or if an Option or Right
expires or becomes unexercisable without having been exercised in full, the reacquired or unpurchased shares, respectively, that were subject thereto shall become available for future grant or sale
under the Plan (unless the Plan has terminated). 




	*
	The
number of shares authorized for issuance was increased by 5,000,000 shares through an amendment approved by the Board of Directors in July 2001. 



    (b) Any
shares issued under the Plan may consist in whole or in part of authorized and unissued shares or of treasury shares, and no fractional shares shall be issued
under the Plan. Cash may be paid in lieu of any fractional shares in settlement of awards under the Plan. 


    4.  Plan Administration.  


    (a)  Committee.  The Compensation and Human Resources Committee (the "Committee") appointed by the Board
of Directors of the Company (the "Board") shall be responsible for administering the Plan. The Committee shall have full and exclusive power to interpret the Plan and to adopt such rules, regulations
and guidelines for carrying out the Plan as it may deem necessary or proper. This power includes, but is not limited to, selecting award recipients, establishing all award terms and conditions and
adopting modifications, amendments and procedures, including subplans and the like as may be necessary to comply with provisions of the laws and applicable regulatory rulings of countries in which the
Company operates in order to assure the viability of awards granted under the Plan and to enable participants employed in such countries to receive advantages and benefits under the Plan and such laws
and rulings. 


    (b)  Effect of Committee's Decision.  The Committee's decisions, determinations and interpretations shall
be final and binding on all Optionees and any other holders of Options or Rights. 


    5.  Duration of the Plan.  The Plan shall remain in effect until terminated by the Board. 



    6.  Awards.  The Committee shall determine the type or types of award(s) to be made to each participant.
Awards may be granted singly, in combination or in tandem. Awards also may be made in combination or in tandem with, in replacement of, as alternatives to, or as the payment form for grants or rights
under any other employee or compensation plan of the Company, including the plan of any 








acquired entity. The types of awards that may be granted under the Plan are Options and Stock Awards. 


    7.  Options.  


    (a)  Options; Number of Shares.  The Committee, in its discretion, may grant Options to eligible
participants. Each Option shall be evidenced by a Notice of Grant that shall specify the number of shares to which it pertains and be in such form and contain such provisions as the Committee shall
from time to time deem appropriate. Without limiting the foregoing, the Committee may at any time authorize the Company, with the consent of the respective recipients, to issue new Options or Rights
in exchange for the surrender and cancellation of outstanding Options or Rights. Option agreements shall contain the following terms and conditions: 



    (i)  Exercise Price.  The per share exercise price for the shares issuable pursuant to an Option shall be
such price as is determined by the Committee. 


    (ii)  Waiting Period and Exercise Dates.  At the time an Option is granted, the Committee shall determine
the terms and conditions to be satisfied before shares may be purchased, including the dates on which shares subject to the Option may first be purchased. The Committee may specify than an Option may
not be exercised until the completion of a service period specified at the time of grant. (Any such period is referred to herein as the "waiting period.") At the time an Option is granted, the
Committee shall fix the period within which the Option may be exercised, which shall not be earlier than the end of the waiting period, if any. 


    (iii)  Form of Payment.  The consideration to be paid for the shares to be issued upon exercise of an
Option, including the method of payment, shall be determined by the Committee and may consist entirely of: 



    (1) cash;



    (2) check;



    (3) promissory
note; 


    (4) other
shares that (1) in the case of shares acquired upon exercise of an option, have been owned by the Optionee for more than six months on the date of
surrender, and (2) have a Fair Market Value on the date of surrender not greater than the aggregate exercise price of the shares as to which said Option shall be exercised; 


    (5) delivery
of a properly executed exercise notice together with such other documentation as the Committee and the broker, if applicable, shall require to effect an
exercise of the Option and delivery to the Company of the sale or loan proceeds required to pay the exercise price; 



    (6) any
combination of the foregoing methods of payment; or 


    (7) such
other consideration and method of payment for the issuance of shares to the extent permitted by Applicable Laws. 




    (iv)  Other Provisions.  Unless otherwise determined by the Committee at the time of grant, each Option
shall provide that in the event of a change in control of the Company (as specified by the Committee), any Optionee's Options will become exercisable in full if, within twenty-four
(24) months after a change in control of the Company, the Optionee's employment is terminated without cause or the Optionee resigns due to certain involuntary relocations or reductions in
compensation, as specified by the Committee. Each Option granted under the Plan may contain such other terms, provisions and conditions not inconsistent with the Plan as may be determined by the
Committee. 


    (v)  Buyout Provisions.  The Committee may at any time offer to buy out for a payment in cash, promissory
note or shares, an Option previously granted, based on such terms and conditions 








as the Committee shall establish and communicate to the Optionee at the time that such offer is made. 




    (b) Method of Exercise. 



    (i)  Procedure for Exercise; Rights as a Stockholder.  Any Option granted hereunder shall be exercisable
at such times and under such conditions as determined by the Committee and as shall be permissible under the terms of the Plan. 


    An
Option may not be exercised for a fraction of a share. 


    An
Option shall be deemed to be exercised when written notice of such exercise has been given to the Company in accordance with the terms of the Option by the person entitled to
exercise the Option and full payment for the shares with respect to which the Option is exercised has been received by the Company. Full payment may, as authorized by the Committee and permitted by
the Option Agreement, consist of any consideration and method of payment allowable under subsection 7(a)(iii) of the Plan. Until the issuance (as evidenced by the appropriate entry on the books
of the Company or of a duly authorized transfer agent of the Company) of the stock certificate evidencing such shares, no right to vote or receive dividends or any other rights as a stockholder shall
exist with respect to the Optioned Stock, notwithstanding the exercise of the Option. No adjustment will be made for a dividend or other right for which the record date is prior to the date the stock
certificate is issued, except as provided in Section 11 of the Plan. 


    Exercise
of an Option in any manner shall result in a decrease in the number of shares that thereafter shall be available, both for purposes of the Plan and for sale under the Option,
by the number of shares as to which the Option is exercised. 


    (ii)  Termination of Employment Relationship.  In the event an Optionee ceases to be an Employee (other
than as a result of the Optionee's death or Disability), the Optionee may exercise his or her Option, but only within such period of time from the date of such termination as is determined by the
Committee and, unless determined otherwise by the Committee, only to the extent that the Optionee was entitled to exercise it at the date of such termination (but in no event later than the expiration
of the term of such Option as set forth in the Option Agreement). To the extent that Optionee was not entitled to exercise an Option at the date of such termination, and to the extent that the
Optionee does not exercise such Option (to the extent otherwise so entitled) within the time specified herein, the Option shall terminate. 


    (iii)  Disability of Optionee.  In the event an Optionee ceases to be an Employee as a result of the
Optionee's Disability, the Optionee may exercise his or her Option, but only within twelve (12) months from the date of such termination, and, unless determined otherwise by the Committee, only
to the extent that the Optionee was entitled to exercise it at the date of such termination (but in no event later than the expiration of the term of such Option as set forth in the Option Agreement).
To the extent that Optionee was not entitled to exercise an Option at the date of such termination, and to the extent that the Optionee does not exercise such Option (to the extent otherwise so
entitled) within the time specified herein, the Option shall terminate. 


    (iv)  Death of Optionee.  In the event of an Optionee's death, the Optionee's estate or a person who
acquired the right to exercise the deceased Optionee's Option by bequest or inheritance may exercise the Option, but only within twelve (12) months following the date of death, and, unless
determined otherwise by the Committee, only to the extent that the Optionee was entitled to exercise it at the date of death (but in no event later than the expiration of the term of such Option as
set forth in the Option Agreement). To the extent that Optionee was not entitled to exercise an Option at the date of death, and to the extent that the Optionee's estate or a person who acquired the
right to exercise such Option does not exercise such Option (to the extent otherwise so entitled) within the time specified herein, the Option shall terminate. 







    8.  Stock Awards.  All or part of any Stock Award may be subject to conditions and restrictions
established by the Committee, and set forth in the award agreement, which will include, but are not limited to, achievement of specific business objectives and other measurements of individual,
business unit or Company performance measured over a period of not less than twelve (12) months. 


    9.  Deferrals and Settlements.  Payment of awards may be in the form of cash, Common Stock, other awards
or combinations thereof as the Committee shall determine, and with such restrictions as it may impose. The Committee also may require or permit participants to elect to defer the issuance of shares or
the settlement of awards in cash under such rules and procedures as it may establish under the Plan. The Committee may also provide that deferred settlements include the payment or crediting of
interest on the deferral amounts. 


    10.  Transferability of Options and Rights.  Unless otherwise determined by the Committee to the
contrary, Options and Rights may not be sold, pledged, assigned, hypothecated, transferred or disposed of in any manner other than by will or by the laws of descent or distribution and may be
exercised, during the lifetime of the Optionee only by the Optionee. The Committee may, in the manner established by the Committee, provide for the transfer, without payment of consideration, of an
Option or Right by the Optionee to any member of the Optionee's immediate family or to a trust or partnership whose beneficiaries are members of the Optionee's immediate family. In such case, the
Option or Right will be exercisable only by such transferee. Following transfer, any such Options or Rights shall continue to be subject to the same terms and conditions as were applicable immediately
prior to the transfer. For purposes of this Section, an Optionee's "immediate family" shall mean the Optionee's spouse, children and grandchildren. 



    11.  Adjustments Upon Changes in Capitalization, Dissolution, Merger, Asset Sale or Change of Control.  


    (a)  Changes in Capitalization.  Subject to any required action by the stockholders of the Company, the
number of shares of Common Stock covered by each outstanding Option and Right, and the number of shares of Common Stock that have been authorized for issuance under the Plan but as to which no Options
or Rights have yet been granted or which have been returned to the Plan upon cancellation or expiration of an Option or Right, as well as the price per share of Common Stock covered by each such
outstanding Option or Right, shall be proportionately adjusted for any increase or decrease in the number of issued shares of Common Stock resulting from a stock split, reverse stock split, stock
dividend, combination or reclassification of the Common Stock, or any other increase or decrease in the number of issued shares of Common Stock effected without receipt of consideration by the
Company; provided, however, that conversion of any convertible securities of the Company shall not be deemed to have been "effected without receipt of consideration." Such adjustment shall be made by
the Board, whose determination in that respect shall be final, binding and conclusive. Except as expressly provided herein, no issuance by the Company of shares of stock of any class, or securities
convertible into shares of stock of any class, shall affect, and no adjustment by reason thereof shall be made with respect to, the number or price of shares of Common Stock subject to an Option or
Right. 


    (b)  Dissolution or Liquidation.  In the event of the proposed dissolution or liquidation of the Company,
to the extent that an Option or Right has not been previously exercised, it will terminate immediately prior to the consummation of such proposed action. The Committee may, in the exercise of its sole
discretion in such instances, declare that any Option or Right shall terminate as of a date fixed by the Committee and give each Optionee the right to exercise his or her Option or Right as to all or
any part of the Optioned Stock, including shares as to which the Option or Right would not otherwise be exercisable. 



    (c)  Merger or Asset Sale.  In the event of a merger of the Company with or into another corporation, or
the sale of substantially all of the assets of the Company, each outstanding Option and Right shall be assumed or an equivalent Option or Right substituted by the successor corporation or a Parent or
Subsidiary of the successor corporation. In the event that the successor corporation does not agree to assume the Option or to substitute an equivalent option, the Committee may, in lieu of such
assumption or substitution, provide for the Optionee to have the right to exercise the Option or Right 








as to all or a portion of the Optioned Stock, including shares as to which it would not otherwise be exercisable. If the Committee makes an Option or Right exercisable in lieu of assumption or
substitution in the event of a merger or sale of assets, the Committee shall notify the Optionee that the Option or Right shall be exercisable for such period as the Committee may designate, and the
Option or Right will terminate upon the expiration of such period. For the purposes of this Section 11(c), the Option or Right shall be considered assumed if, immediately following the merger
or sale of assets, the Option or Right confers the right to receive, for each share of Optioned Stock subject to the Option or Right immediately prior to the merger or sale of assets, the
consideration (either stock, cash, or other securities or property) received in the merger or sale of assets by holders of Common Stock for each share held on the effective date of the transaction
(and if holders were offered a choice of consideration, the type of consideration chosen by the holders of a majority of the outstanding shares);  provided, however, that if such consideration received
in the merger or sale of assets was not solely common stock of the successor corporation or its
parent, the Committee may, with the consent of the successor corporation and the Optionee, provide for the consideration to be received upon the exercise of the Option or Right, for each share of
Optioned Stock subject to the Option or Right, to be solely common stock of the successor corporation or its parent equal in Fair Market Value to the per share consideration received by holders of
Common Stock in the merger or sale of assets. 


    12.  Date of Grant.  The date of grant of an Option or Right shall be, for all purposes, the date on
which the Committee makes the determination granting such Option or Right, or such other later date as is determined by the Committee. Notice of the determination shall be provided to each Optionee
within a reasonable time after the date of such grant. 



    13.  Amendment and Termination of the Plan.  


    (a) Amendment
and Termination. The Board may at any time amend, alter, suspend or terminate the Plan. 


    (b) Effect
of Amendment or Termination. No amendment, alteration, suspension or termination of the Plan shall impair the rights of any Optionee, unless mutually agreed
otherwise between the Optionee and the Company, which agreement must be in writing and signed by the Optionee and the Company. 


    14.  Conditions Upon Issuance of Shares.  


    (a)  Legal Compliance.  Shares shall not be issued pursuant to the exercise of an Option or Right unless
the exercise of such Option or Right and the issuance and delivery of such shares shall comply with all relevant provisions of law, including, without limitation, the Securities Act of 1933, as
amended, the Exchange Act, the rules and regulations promulgated thereunder, Applicable Laws, and the requirements of any stock exchange or quotation system upon which the shares may then be listed or
quoted, and shall be further subject to the approval of counsel for the Company with respect to such compliance. 



    (b)  Investment Representations.  As a condition to the exercise of an Option or Right, the Company may
require the person exercising such Option or Right to represent and warrant at the time of any such exercise that the shares are being purchased only for investment and without any present intention
to sell or distribute such shares if, in the opinion of counsel for the Company, such a representation is required. 


    15.  Liability of Company.  The inability of the Company to obtain authority from any regulatory body
having jurisdiction, which authority is deemed by the Company's counsel to be necessary to the lawful issuance and sale of any shares hereunder, shall relieve the Company of any liability in respect
of the failure to issue or sell such shares as to which such requisite authority shall not have been obtained. 


    16.  Reservation of Shares.  The Company, during the term of this Plan, will at all times reserve and
keep available such number of shares as shall be sufficient to satisfy the requirements of the Plan. 







    17.  Definitions.  As used herein, the following definitions shall apply: 


    (a) "Applicable Laws" means all applicable law, including without limitation, the Code, Delaware General Corporation
Law, and applicable federal and state securities laws. 


    (b) "Common Stock" means the Common Stock of the Company. 



    (c) "Company" means Silicon Graphics, Inc., and any entity that is directly or indirectly controlled by the
Company, or any entity in which the Company has a significant equity interest, as determined by the Committee. 


    (d) "Disability" means total and permanent disability as defined in Section 22(e)(3) of the Code. 


    (e) "Eligible Employee" means an Employee who is not a vice-president or more senior Employee. 


    (f)  "Employee" means any person employed by the Company. 


    (g) "Fair Market Value" means, as of any date, the closing price for a share of Common Stock as reported daily in The
Wall Street Journal or a similar readily available public source. If no sales of shares were made on such date, the closing price of a share as reported for the preceding day on which sale of shares
were made shall be used. 


    (h) "Notice of Grant" means a written notice evidencing certain terms and conditions of an individual Option or Stock
Award grant. The Notice of Grant is part of the Option Agreement and the Stock Award Agreement. 


    (i)  "Option" means a stock option granted pursuant to the Plan. 


    (j)  "Option Agreement" means a written agreement between the Company and an Optionee evidencing the terms and
conditions of an individual Option grant. The Option Agreement is subject to the terms and conditions of the Plan. 


    (k) "Optioned Stock" means the Common Stock subject to an Option or Right. 


    (l)  "Optionee" means an Employee who holds an outstanding Option or Right. 


    (m) "Stock Award" means an award made or denominated in shares or equivalent in value to shares pursuant to
Section 8 of the Plan. 









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SILICON GRAPHICS, INC.

AMENDED AND RESTATED 1996 SUPPLEMENTAL NON- EXECUTIVE EQUITY INCENTIVE PLAN