CRAY-09.30.2014- Ex 10.1






Exhibit 10.1





Cray Inc.
901 Fifth Avenue,
Suite 1000
Seattle, WA 98164
Phone: 206-701-2000
www.cray.com


August 30, 2014




Dear Steve,


We are very pleased to extend this offer to join Cray Inc. as a SVP and CTO, reporting to Peter Ungaro, president and CEO.  Your Start date will be September 8, 2014.  Your starting salary will be $350,000 annually (salary is payable bi-weekly and is referred to in annual terms as a convenience and does not constitute a commitment of continued employment).


The Company will also pay you a signing bonus of $200,000 as soon as practical following your hire date.  In the event you voluntarily leave the Company or are terminated for "Cause" (as defined in the Executive Severance Policy) within the first twenty-four months of employment, you must repay the gross value of the $200,000 signing bonus received, in full within 14 days of your termination date.  You hereby agree that Cray may withhold as much of this repayment obligation as is feasible from any final payments due to you (including, but not limited to unpaid salary, vacation accrual, and/or unreimbursed expenses), and that you will reimburse any remainder within 14 days of your termination date.


You are eligible to participate in the Cray Employee Bonus Plan.  Your target award for 2014 is 65% of eligible base salary (prorated for the percentage of the year you are employed at Cray).  The amount of the final award is determined by company and organization performance as well as your individual performance to goals (we will define your individual and organizational goals during your first month of employment).


In connection with your hire and upon approval of the Compensation Committee of Cray's Board of Directors (the "Compensation Committee"), you will receive an initial equity grant of 80,000 time-vesting restricted shares (vesting 25% each year subject to continuous service requirements).  You will also receive performance vesting equity (the "Performance Equity") with terms comparable to that given to other executive recipients and subject to the approval of the Compensation Committee.  The company expects to present Performance Equity grants for approval by the Compensation Committee prior to the end of 2014.


All grants, including the initial grant and the Performance Equity, will be pursuant to the applicable Cray equity plan and contingent upon approval of each grant by the Compensation Committee. Obviously, we all hope that Cray prospers and that the Company's stock reflects that success.  While future equity grants are subject to company performance, your performance and contingent upon Compensation Committee approval, your grants would be roughly equivalent to other EVP/SVP's at similar performance levels.


We will also offer you a relocation reimbursement of actual costs, up to a maximum of $75,000, for relocation to Seattle as your primary work location.  Allowable costs include: home closing costs (buying and selling), moving costs (including vehicles), short-term housing, travel costs (including a survey trip for Lori, as well as other reasonable costs.









As an employee of the Company, you will have access to certain confidential information of the Company and you may, during the course of your employment, develop certain information or inventions that will be the property of the Company.  To protect the interests of the Company, you will need to sign the Company's standard "Employee Invention Assignment and Confidentiality Agreement" as a condition of your employment.  We wish to impress upon you that we do not want you to, and we hereby direct you not to, bring with you any confidential or proprietary material of any former employer or to violate any other obligations you may have to any former employer.  During the period that you render services to the Company, you agree to not engage in any employment, business or activity that is in any way competitive with the business or proposed business of the Company.  You will disclose to the Company in writing any other gainful employment, business or activity that you are currently associated with or participate in that competes with the Company.  You will not assist any other person or organization in competing with the Company or in preparing to engage in competition with the business or proposed business of the Company.


You represent that your signing of this offer letter, any agreement(s) concerning equity granted to you, under the Company's applicable equity plan and the Company's Employee Invention Assignment and Confidentiality Agreement and your commencement of employment with the Company will not violate any agreement currently in place between yourself and current or past employers.


As a full time employee, you will be eligible for the standard full-time employee benefits package, which currently includes:


•Medical, Dental, Vision, Short and Long Term Disability, Life, Flexible Spending and Employee
Assistance Plan
•A 401k Plan
•Education/tuition reimbursement  program


In addition, we know that your dedication and commitment to Cray will result in a work schedule that can be unpredictable and demanding at times.  As a result, we encourage you to take time off as needed, within reason, as no set vacation, sick and personal holiday accruals are mandated for employees of your classification in the company.


Your salary and other compensation are subject to periodic modification and, with the exception of the "employment at-will" policy discussed herein, the Company may from time to time in its sole discretion, modify or eliminate its policies and the benefits offered to employees.


As a condition of employment, all new employees are required to present documentation that confirms their identity and eligibility for employment in the United States.  On your first day of employment with Cray, you will be asked to execute an "Employment Eligibility Certification"* attesting to such.  Your employment is further conditioned on executing our standard Confidentiality Agreement.


This offer is contingent upon successful completion of a pre-employment background investigation.


While we look forward to a long and profitable relationship, should you decide to accept our offer, you will be an at-will employee of the Company, which means the employment relationship can be terminated by either of us for any reason, at any time, with or without prior notice and with or without cause.  Any statements or representations to the contrary (and, indeed, any statements contradicting any provision in this letter) should be regarded by you as ineffective.  Further, your participation in any equity or benefit program is not to be regarded as assuring you of continuing employment for any particular period of time.  Any modification or change in your at will employment status may only occur by way of a written employment agreement signed by you and the Chief Executive Officer of the Company.











Cray Inc. is dedicated to helping customers solve the most demanding, most crucial computing problems - creating new materials and life-saving drugs, predicting severe weather and climate changes, analyzing complex data structures, safeguarding national security, designing the cars and trucks we drive, and a host of other applications that benefit humanity by advancing the frontiers of science and engineering.


To indicate your acceptance of this offer, please sign and return one copy of this letter to confidential fax number, 206-701-xxxx.  If you have any questions, please feel free to call me at 206-701-xxxx.


Sincerely,


/s/ Peter J. Ungaro


Peter J. Ungaro 
President and CEO 
Cray Inc.






Accepted  By:     /s/ Steve Scott                                                                 
                                                    Steve Scott




*This includes 1-9 and E-Verify






An Affirmative Action, Equal Opportunity Employer