CRAY INC. AMENDED AND RESTATED NON-EMPLOYEE DIRECTOR COMPENSATION POLICY

Continuing Directors. At the conclusion of each annual meeting of the Company’s shareholders (“Annual Meeting”), each continuing non-employee director (“NE Director”) elected by the shareholders at such Annual Meeting will automatically be granted, without any further action by the Board of Directors, a number of restricted shares of the Company’s common stock (the “Refresher Awards”) determined by dividing the dollar amount of such director’s fees earned during the previous fiscal year, including the annual retainer, fees for chairing the Board and Board committees and for Board and committee attendance, by the closing sales price for the common stock on the trading day immediately prior to the date of the Annual Meeting, as reported by NASDAQ.

The Refresher Awards shall vest in full on the earlier of (i) 12 months from the date of grant and (ii) the date that is immediately prior to the date of the next Annual Meeting. Until the shares are vested, as set forth pursuant to the above schedule, the shares will be restricted against sale or transfer.

The NE Directors may vote and receive dividends on the restricted shares while the restrictions remain in place.

If an NE Director resigns from the Board without the prior approval of the Corporate Governance Committee prior to the full vesting of the Restricted Award, the NE Director will forfeit the unvested shares that remain restricted.

New Directors. Each NE Director, upon his or her first election to the Board, shall be granted stock options for 20,000 shares of the Company’s common stock, which options shall be immediately vested as of the date of grant and have an exercise price equal to the fair market value of the common stock on the date of grant.