Employment Transition and Resignation Agreement between Steve Coggins and Silicon Graphics, Inc. and Silicon Graphics Ltd.

New role/job title

Chairman EMEA

Reporting  to

Chairman/CEO

Remuneration

You will be paid a basic salary of £18,000 for the remainder of the month of January, via the payroll in the normal way.

Bonuses

You will no longer be eligible for the Sales Executive Compensation Plan, Executive Incentive Plan or any other SGI bonus programme and your participation in any bonus programme applicable for Q3 FY05 and beyond is terminated without proration.

Employment Continuation
Agreement

The Employment Continuation  Agreement dated as of 23 October 2001 between you and SGI is terminated effective 10 January 2005 and will have no further force and effect.

Officer/ Directorships

Effective 10 January 2005, you will no longer be an officer of SGI. You will resign your positions as officer and/or director of any affiliate of SGI immediately upon the earlier of (i) the End Date (as defined below) or (ii) the request of the EMEA Legal Director.

Proprietary Information

All terms of your Employee Non-Disclosure Agreement will continue in full force and effect.

Hours of work

From 1 February 2005  to the End Date  you will work on a part-time basis (25% of normal working month) until 30 June 2005 (in total, 27 days, less 3.5 days’ paid vacation = 23.5 days) to be worked in line with business needs at the direction of Philippe Miltin and/or the CEO.

End Date

30 June 2005 (or such later date as may be agreed pursuant to this agreement).  Any extensions beyond this planned End Date will be made by mutual written agreement on a month by month basis. You will not be entitled to receive any redundancy or other termination payment at the End Date, or to any pay in lieu of notice.

Remuneration

You will be paid a basic salary of £6,000 per month from 1 February – 30 June (Full time annual equivalent of £72,000), via the payroll in the normal way. Any additional days worked during this period must be agreed in advance and in writing with the Chairman/CEO and will be paid on a pro-rata basis.

Car Allowance

Car Allowance of £1,030 per month

Paid holidays

Your prorated paid holiday entitlement will be 2 days in January. From February – June it will be 3.5 days including public holiday allowance. (From February, holidays will accrue at .5 days plus .2 days’ public holiday, so total .7 of a day per month)

Pension

Your monthly employee and employer pension contributions will be based on your new basic annualized salary.

Life  assurance

Your life assurance cover will continue but will be based on your new basic annualized salary.

Sick pay &
Permanent
Health insurance

Your entitlement to permanent health insurance cover will continue but any benefits paid will be based on your new basic annualized salary.

Travel insurance

Your Travel Insurance cover under BUPA and your cover under the Global Business Travel Policy will continue unchanged.

EAR

You will continue to be eligible to use the EAR scheme.

ESPP

You will no longer be eligible to participate in the Employee Stock Purchase Plan as under the plan rules, employees must work at least 20 hours per week.

Stock Options

Your stock options will continue to vest during this extended notice period pursuant to the terms of the Amended and Restated 1993 Long-Term Incentive Stock Plan and applicable option agreement(s). Following the End Date, you may exercise all the stock options which have vested up to your End Date in accordance with the terms of the applicable option agreement(s).

Date

1/10/05