Exhibit
10.33  Confidential   July 1, 2001  Stephen W. Coggins  Dear Stephen  We are delighted to formally offer you the position of SVP Europe,
Middle East and Africa, and to confirm the terms and conditions of your
employment with us.  Statement of terms and conditions of employment  Job Title
  Senior Vice President EMEAReporting
  to
  Hal Covert and Warren
  PrattStart
  Date
  To be determinedJob
  Location
  You will be based at our
  Theale office and will be required to travel as needed by your jobRemuneration
  Subject to achievement of
  targets, your annual OTE will be L391,000 made up as follows;Basic pay:
  
  L230,000Local variable:
  
  115,000Corp. Bonus
  
  46,000Total
  
  L391,000Your remuneration will be reviewed annually on 1st July.We will pay you monthly in arrears, around the 25th of the
  month, by direct bank transfer.Stock
  Options
  Subject to approval by the
  Board of Directors you will be recommended for a joining grant of 150,000
  shares. These will vest 20% after 10 months employment and 2% per month
  thereafter. Formal documentation on this option grant will follow after you
  have joined.  
   Your employment benefits  Company car
  You will be eligible for a
  lease company car, up to a maximum lease value of L1000 per month. Company
  cars come with road tax, insurance, accident, breakdown and maintenance cover
  and may be driven by you and one other nominated driver over 25.
  Alternatively, you may take a cash option of LI200 per month. For full
  details see the attached Silicon Graphics company car guide.Paid Holidays
  The Silicon Graphics Ltd
  paid holiday entitlement is 22 working days per calendar year, in addition to
  bank holidays. This rises to 25 days in your 5th year and 26 days
  from your 10th year. Holidays must be agreed with your manager,
  and you may carry a maximum of 10 days over into the next calendar year. Your
  holiday entitlement for the remainder of 2001 will be pro-rated depending on
  your start date.Pension
  Silicon Graphics UK
  operates a choice of Group Pension Schemes. Membership is optional and
  individual personal Pension arrangements are provided by either Scottish
  Equitable, Standard Life or Skandia. However, if you already have a personal
  pension plan with another main commercial provider it may be possible to
  continue with it.You may make personal
  contributions to your plan from your start date. SGI will contribute 6% of
  your gross pensionable salary to the scheme after 6 months service, so long
  as you contribute at least 4% of your gross pensionable salary. You may make
  further contributions if you wish, up to Inland Revenue limits. The SGI
  pension scheme is not contracted out of the state scheme, but you may choose
  to contract out individually if you wish. Pension payments are made directly
  from payroll and our retirement age is 60.Life Assurance
  You will be automatically
  covered by the Silicon Graphics Ltd life assurance policy which will pay up
  to eight times your gross basic salary to your nominated dependents should
  you die whilst employed by the Company. Four times your salary will be paid
  as a lump sum (subject to Inland Revenue limits) and the rest as a
  dependents pension. Business Travel Accident is also provided. This means
  that should you die whilst traveling on SGI business or travelling between
  SGI facilities, you are covered for an additional 3 times your OTE.  
   Sick pay & permanent
  If you arc unable to work
  due to sickness or accident, you will be paid full basic salary for up to 13
  weeks. You will then automatically be covered by the Silicon Graphics Ltd
  Permanent Health Insurance, which guarantees an income of approximately 75%
  of your gross basic salary, including statutory benefits, until you are fit
  enough to return to work, or until you retire. This income is taxable in the
  normal way.Health insurance
  Silicon Graphics Ltd will
  provide BUPA private medical insurance for you, your partner and unmarried
  children under 21. The medical insurance covers the costs of most medical and
  hospital treatment required by referral from a GP, and our scheme is in band
  B.  BUPA cover is taxable and
  therefore an optional benefit. If you decide to take the cover you will be
  taxed on your membership premiums at your marginal tax rate.Travel Insurance
  Personal and Business International
  Travel insurance is provided by Home and Overseas Travel.  Cover can be provided for both you and
  your family. If you chose to have cover for your family you will be taxed on
  the family membership portion of the premium at your marginal tax rate. Your
  own cover isnot taxable.ESPP
  SGI has a worldwide
  Employee Share Purchase Scheme, (ESPP) which allows you to buy SGI shares at
  a 15% discount from the market rate. Details of this plan can be provided to
  you.Employee assistance programme
  SGI provides employees and their families with
  access to a freeand
  confidential personal counseling and advisory service to help with any home
  or work related problems.Hours of
  Work
  Normal office hours are 09
  00 - 17 30, Monday to Friday with one hour for lunch. You will be expected to
  work such hours as are reasonably necessary to meet your objectives.Health
  & safety
  You will be responsible
  for working safely and responsibly, and for looking after the health and
  safety of yourself and others at work.Security
  Confidential company
  information obtained as a result of your employment may not be disclosed or
  discussed outside the office, whether during or after your employment with us
  and you should keep confidential documents secure during your work. You may
  not work for any other company or person, which conflicts in any  
   way with your work or
  duties at SGI. You are required to sign and abide by the attached Employee
  Security Agreement.Conduct
  SGI disciplinary and
  grievance procedures are in our employee handbook. Criminal activity, gross
  breach of company rules, major disruption to customer relationships and
  serious incapability through alcohol or drug abuse are all regarded as gross
  misconduct.Notice
  period
  You will be required to
  give SGI one months notice. You may be terminated by six months written
  notice.Further
  information
  Full details of all SGI
  employment terms and benefits are in the SGI UK Employee Handbook. This will
  be given to you when you start work, and is updated as necessary. There are
  no collective agreements as SGI.  If you need further details
on anything at this stage please do not hesitate to contact me.  Otherwise, please confirm
your acceptance of these terms and conditions by returning this letter to me.
You should also sign and return the enclosed employee security agreement.  Congratulations on your
appointment Steve, and we very much look forward to you joining the team.  Best regards  /s/ Bob BishopBob BishopCEOSGI  I confirm my acceptance of the above terms and conditions  Signed
  /s/Stephen
  Coggins
  
  Name Stephen Coggins