Registration No. 33-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
CRAY RESEARCH, INC.
(Exact name of registrant as specified in its charter)
Delaware 39-1161138
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
655A Lone Oak Drive
Eagan, Minnesota 55121
(Address of Principal Executive Offices) (Zip Code)
DEFERRED COMPENSATION PLAN
FOR
SENIOR LEVEL AND SENIOR SALES EMPLOYEES
(Full title of the plan)
J. PHILLIP SAMPER
Chairman and Chief Executive Officer
Cray Research, Inc.
655A Lone Oak Drive
Eagan, Minnesota 55121
(Name and address of agent for service)
(612) 452-6650
(Telephone number, including area code, of agent for service)
Copy to:
DEAN R. EDSTROM
Doherty, Rumble & Butler
Professional Association
3500 Fifth Street Towers
150 South Fifth Street
Minneapolis, Minnesota 55402-4235
(612) 340-5575
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CALCULATION OF REGISTRATION FEE
Title of Proposed Maximum Proposed Maximum Amount of
Securities to Amount to Offering Price Aggregate Registration
be Registered be Registered Per Share Offering Price Fee
Deferred Compensa-
tion Obligations
and Matching
Contributions(1) $2,000,000 N/A $2,000,000 $690
(1) The Deferred Compensation Obligations and Matching Contributions are
unsecured obligations of Cray Research, Inc. to pay deferred compensation and
to make matching contributions in the future in accordance with the terms of
the Cray Research, Inc. Deferred Compensation Plan for Senior Level and Senior
Sales Employees.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents, filed by the Registrant with the Securities and
Exchange Commission (the "Commission") pursuant to the Securities Exchange Act
of 1934 (the "Exchange Act") under File No. 1-8028 prior to the date of this
Registration Statement, are, as of their respective dates, incorporated in
this Registration Statement by reference and made a part hereof:
(a) The Annual Report on Form 10-K of the Registrant
for the fiscal year ended December 31, 1994 filed
pursuant to Section 13(a) or 15(d) of the
Exchange Act; and
(b) All other reports filed by the Registrant pursuant
to Section 13(a) or 15(d) of the Exchange Act
since the end of the fiscal year covered by the
Annual Report referred to in (a) above.
All documents filed by the Registrant with the Commission pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the date
of this Registration Statement and prior to the filing of a post-effective
amendment which indicates that all of the securities offered have been sold or
which deregisters all such securities then remaining unsold shall be deemed to
be incorporated by reference in this Registration Statement and to be part
thereof from the date of filing of such documents.
Any statement contained in a document incorporated, or deemed to be
incorporated, by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein or incorporated herein by reference or in any other
subsequently filed document that also is or is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any statement so
modified or superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this Registration Statement.
Item 4. Description of Securities.
The Cray Research, Inc. Deferred Compensation Plan for Senior Level and
Senior Sales Employees (the "Plan") provides designated employees of the
Registrant ("Participant(s)") with an opportunity to defer a portion of their
compensation and accumulate tax-deferred earnings thereon. A brief
description of certain aspects of the Plan follows. The official provisions
of the Plan are contained in the Plan Document, which controls in the event of
a discrepancy.
(a) The purpose of the Plan is to attract high quality
senior level employees and promote an interest in the
successful operation of the Registrant.
(b) The Plan allows a Participant to defer a portion of
his or her pre-tax base salary, commissions and annual
<PAGE>
incentive compensation. The amount deferred will be
credited to that Participant's account, and earnings
based on one of three methods selected by the
Participant will accumulate thereon on a tax-deferred
basis.
(c) Deferrals are eligible for partial matching
contributions by the Registrant.
(d) Benefits from the Plan may be received at retirement
in a lump sum or in installments. Upon death, any
such benefits not previously paid out will be paid to
the designated beneficiary. Income taxes on deferred
amounts, including earnings thereon, will not be
required to be paid until such benefits are paid to
the Participant or his or her beneficiary.
(e) Deferrals credited to each Participant's account will
remain a part of the Registrant's general assets until
payment and will be subject to the risk of corporate
insolvency. Each Participant will be an unsecured
general creditor of the Registrant with respect to his
or her own Plan benefits. Each Participant's deferred
compensation will be mingled with the general funds of
the Registrant and may therefore be subject to a lien
or security interest of other creditors of the
Registrant.
(f) The total amount of securities being registered
pursuant to this Registration Statement is $2,000,000.
(g) The Registrant reserves the right to amend or
terminate the Plan, provided that such amendment or
termination does not result in any reduction of a
Participant's account balance, including previous
earnings or losses, as of the date of such amendment
or termination.
(h) The Registrant has appointed a Plan Administrator to
administer the Plan. The Plan Administrator has the
right to interpret the Plan and determine all other
matters that might arise under the terms and
conditions of the Plan. The Plan Administrator's
decisions are final and binding on all Participants.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
<PAGE>
Item 6. Indemnification of Directors and Officers.
Article VIII of the Bylaws of the Registrant provides for indemnification
of and advance of expenses to directors, officers, employees and agents to the
extent permitted by the General Corporation Law of the State of Delaware.
Section 145 of the Delaware General Corporation Law provides that a
corporation shall have power to indemnify any person who was or is a party or
is threatened to be made a party to any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative, or
investigative (other than an action by or in the right of the corporation) by
reason of the fact that he is or was a director, officer, employee, or agent
of the corporation, or is or was serving at the request of the corporation as
a director, officer, employee, or agent of another corporation, partnership,
joint venture, trust, or other enterprise, against expenses (including
attorneys' fees), judgments, fines, and amounts paid in settlement actually
and reasonably incurred by him in connection with such action, suit or
proceeding if he acted in good faith and in a manner he reasonably believed to
be in or not opposed to the best interests of the corporation, and, with
respect to any criminal action or proceeding, had no reasonable cause to
believe his conduct was unlawful. Under this provision of the Delaware
General Corporation Law, the termination of any action, suit or proceeding by
judgment, order, settlement, conviction, or upon a plea of nolo contendere or
its equivalent, shall not, of itself, create a presumption that the person did
not act in good faith and in a manner which he reasonably believed to be in or
not opposed to the best interests of the corporation, and, with respect to any
criminal action or proceeding, had reasonable cause to believe that his
conduct was unlawful.
The Delaware General Corporation Law further provides that a corporation
shall have power to indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending, or completed action
or suit by or in the right of the corporation to procure a judgment in its
favor by reason of the fact that he is or was a director, officer, employee,
or agent of the corporation, or is or was serving at the request of the
corporation as a director, officer, employee, or agent of another corporation,
partnership, joint venture, trust, or other enterprise, against expenses
(including attorneys' fees), actually and reasonably incurred by him in
connection with the defense or settlement of such action or suit if he acted
in good faith and in a manner he reasonably believed to be in or not opposed
to the best interests of the corporation except that no indemnification shall
be made in respect of any claim, issue or matter as to which such person shall
have been adjudged to be liable to the corporation unless and only to the
extent that the Court of Chancery or the court in which such action or suit
was brought shall determine upon application that, despite the adjudication of
liability, but in view of all circumstances of the case, such person is fairly
and reasonably entitled to indemnity for such expenses which the Court of
Chancery or such other court shall deem proper.
Section 102(b)(7) of the General Corporation Law of the State of Delaware
provides that a certificate of incorporation may contain a provision
eliminating or limiting the personal liability of a director to the
corporation or its stockholders for monetary damages for breach of fiduciary
<PAGE>
duty as a director provided that such provision shall not eliminate or limit
the liability of a director (i) for any breach of the director's duty of
loyalty to the corporation or its stockholders, (ii) for acts or omissions not
in good faith or which involve intentional misconduct or a knowing violation
of law, (iii) under Section 174 of the Delaware General Corporation Law
(relating to liability for unauthorized acquisitions or redemptions of, or
dividends on, capital stock), or (iv) for any transaction from which the
director derived an improper personal benefit. Article Tenth of the
Registrant's Certificate of Incorporation contains such a provision.
The Registrant maintains a directors' and officers' liability insurance
policy.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
4 - Deferred Compensation Plan for Senior Level and
Senior Sales Employees.
5 - Opinion of Doherty, Rumble & Butler Professional
Association.
23.1 - Consent of KPMG Peat Marwick LLP, independent
auditors.
23.2 - Consent of Doherty, Rumble & Butler Professional
Association (included in Exhibit 5).
24 - Power of Attorney (included on the signature pages
of this Registration Statement).
Item 9. Undertakings.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or
sales are being made, a post-effective amendment to this
registration statement: (i) To include any prospectus required
by section 10(a)(3) of the Securities Act of 1933; (ii) To
reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually
or in the aggregate, represent a fundamental change in the
information set forth in the registration statement; (iii) To
include any material information with respect to the plan of
distribution not previously disclosed in the registration
statement or any material change to which information in the
registration statement; Provided, however, That paragraphs (i)
and (ii) do not apply if the information required to be
included in a post-effective amendment by those paragraphs is
contained in periodic reports filed with or furnished to the
<PAGE>
Commission by the Registrant pursuant to section 13 or section
15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement.
(2) That, for the purpose of determining any
liability under the Securities Act of 1933, each such post-
effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
(3) To remove from registration by means of a post-
effective amendment any of the securities being registered
which remain unsold at the termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act
of 1933, each filing of the Registrant's annual report
pursuant to section 13(a) or Section 15(d) of the Securities
Exchange Act of 1934 that is incorporated by reference in the
registration statement shall be deemed to be a new
registration statement relating to the securities offered
therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
(h) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act
and will be governed by the final adjudication of such issue.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Eagan, and the State of Minnesota, on this 20TH
day of November, 1995.
CRAY RESEARCH, INC.
By J. PHILLIP SAMPER
J. Phillip Samper
Chairman and Chief Executive
Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities, and on the dates, indicated. Each person whose signature to the
Registration Statement appears below hereby appoints J. Phillip Samper and
Laurence L. Betterley, or either of them, as his attorney-in-fact with full
power to act alone, with full power of substitution or resubstitution, for him
and in his name, place and stead, in any and all capacities to sign on his
behalf, individually and in the capacity stated below, and to file any and all
amendments and post-effective amendments to this Registration Statement, which
amendment or amendments may make such changes and additions as such attorney-
in-fact may deem necessary or appropriate.
Signature Title Date
J. PHILLIP SAMPER Chairman, Chief November 13, 1995
J. Phillip Samper Executive Officer
(Principal Executive
Officer) and Director
LAURENCE L. BETTERLEY Chief Financial Officer November 10, 1995
Laurence L. Betterley (Principal Financial
Officer)
STEVEN E. SNYDER Corporate Controller November 10, 1995
Steven E. Snyder (Principal Accounting
Officer)
<PAGE>
LAWRENCE E. EATON Director November 10, 1995
Lawrence E. Eaton
ROBERT H. EWALD Director November 10, 1995
Robert H. Ewald
CATHERINE M. HAPKA Director November 14, 1995
Catherine M. Hapka
PHILIP G. HEASLEY Director November 15, 1995
Philip G. Heasley
ROBERT G. POTTER Director November 9, 1995
Robert G. Potter
JAN H. SUWINSKI Director November 14, 1995
Jan H. Suwinski
<PAGE>
EXHIBIT INDEX
Page
4 - Deferred Compensation Plan for Senior Level
and Senior Sales Employees
5 - Opinion of Doherty, Rumble & Butler
Professional Association
23.1 - Consent of KPMG Peat Marwick LLP, independent
auditors
23.2 - Consent of Doherty, Rumble & Butler Professional
Association, counsel to the Company (included
in Exhibit 5)
24 - Power of Attorney (included on the signature
pages of this Registration Statement)
<PAGE>
Exhibit 4
CRAY RESEARCH, INC.
DEFERRED COMPENSATION PLAN
For
SENIOR LEVEL and SENIOR SALES EMPLOYEES
PLAN DOCUMENT
<PAGE>
CRAY RESEARCH, INC.
DEFERRED COMPENSATION PLAN for SENIOR LEVEL and
SENIOR SALES EMPLOYEES
CRAY RESEARCH, INC. (the "Company") pursuant to the power of amendment
reserved to it in section 6.1 of the Cray Research, Inc. Deferred Compensation
Plan which was effective as of January 1, 1995, hereby adopts this restatement
of said Plan, effective as of January 1, 1996, in order to attract high
quality senior level employees and promote an interest in the successful
operation of the Company by providing deferred compensation benefits. The
benefits provided under the Plan shall be provided in consideration for
services to be performed after the effective date of the Plan, but prior to
the employee's retirement.
ARTICLE 1
Definitions
1.1 When used in this Plan document with initial capital letters the
following terms have the meanings indicated unless a different meaning is
plainly required by the context.
Administrator shall mean the Company but the Plan Committee may act for
the Company in its capacity as Administrator as more fully described in
Article 9 of the Plan.
Annual Deferral shall mean the amount of Compensation which the
Participant elects to defer for a Plan Year pursuant to Articles 2 and 3 of
the Plan.
Base Salary shall mean the Participant's annual basic rate of pay from
the Participant's Participating Employer (excluding Incentive Awards,
Commissions, relocation expenses, and other non-regular forms of compensation)
before reductions for deferrals under the Plan or the Savings Plan
Beneficiary shall mean the person or persons or entity designated as
such in accordance with Article 10 of the Plan.
Change in Control shall include a consolidation or merger where more
than 75% of the Company's voting stock changes hands, a sale of more than 75%
of the Company's assets, a liquidation of more than 75% of the Company's
assets, an acquisition by a "beneficial owner", directly or indirectly, of 30%
or more of the combined voting power of the outstanding share of capital stock
of the Company entitled to vote for the Board of Directors of the Company, or
a change in the Board of Directors of the Company which results in fewer than
a majority of Directors being incumbent Directors (or Directors nominated by
incumbent Directors). Any good faith determination by the Board of Directors
of the Company as constituted prior to any consolidation, merger, sale, stock
<PAGE>
acquisition, change in the Board of Directors or other event as to whether a
Change in Control within the meaning of this definition has occurred as a
result of such event shall be conclusive.
Commissions shall mean cash compensation paid annually to certain senior
level employees under any Company quota based compensation plan before
reductions for deferrals under the Plan or the Savings Plan.
Company shall mean Cray Research, Inc.
Compensation shall mean the sum of the Participant's Base Salary,
Incentive Award, and Commissions for a Plan Year or other benefit plans
sponsored by the Participating Employer of the Participant.
Deferral Accounts shall mean each account established for a Participant
pursuant to Paragraph 5.3 of the Plan.
Deferral Account Benefit shall mean the benefit which may become payable
to the Participant with respect to each Deferral Account as described in
Article 7.
Deferred Compensation Plan shall mean this Cray Research, Inc. non-
qualified elective deferred compensation plan.
Deferred Payment Year means the year elected by the Participant for the
payment of Deferral Account or Matching Account Benefits, pursuant to Articles
2 and 5 of the Plan. The Deferred Payment Year shall not be later than the
year in which the Participant will attain age 70.
Disability shall mean any long-term disability as defined under the Cray
Research Long-Term Disability Program. The Administrator, in its complete and
sole discretion, shall determine a Participant's Disability. The
Administrator may require that the Participant submit to an examination on an
annual basis, at the expense of the Company, by a competent physician or
medical clinic selected by the Administrator to confirm Disability. On the
basis of such medical evidence, the determination of the Administrator as to
whether or not a condition of Disability exists or continues shall be
conclusive.
Earnings Rates shall mean the notional rate of return (positive or
negative) of the Investment Options selected by the Participant for the
applicable period, taking into account any fees or charges which would have
been incurred had the Deferral Account actually been invested in the
Investment Options.
Eligible Employee shall mean a U.S. employee of a Participating Employer
who (i) is designated by the Compensation and Development Committee of the
Board of Directors of the Company, or its delegate, as eligible, and (ii)
qualifies as a member of the "select group of management or highly compensated
employees" under ERISA, and (iii) is employed in a Grade Level at or higher
<PAGE>
than Customer Service 7, Field 8, Administration 9, Software 10, Hardware 11;
Sales Managers, Sales Directors, Sales Vice Presidents; other such levels as
may be determined by such Compensation and Development Committee; an
equivalent Grade Level specified by the Plan Committee, if the Participating
Employer's Grade Levels are structured differently than the Grade Levels of
the Company; or any commissioned sales employee who earned in excess of
$100,000 in total compensation in the previous Plan Year.
Employer Matching Account shall mean the bookkeeping account established
for a Participant pursuant to Paragraph 5.2.
Enrollment Period shall mean the periods for open enrollments designated
in the sole discretion of the Administrator.
ERISA shall mean the Employee Retirement Income Security Act of 1974, as
amended.
Financial Hardship shall mean an unexpected need for cash arising from
an illness, Disability, casualty loss, sudden financial reversal, or other
such unforeseeable occurrence as determined by the Administrator. Cash needs
arising from foreseeable events such as the purchase of a residence or
education expenses shall not, alone, be considered a Financial Hardship.
Grade Level shall mean the job level associated with the Eligible
Employee under the Participating Employer's salary administration plan.
Incentive Awards shall mean cash awards payable to the Participant under
any of the annual incentive plans of the Participant's Participating Employer
before reductions for deferrals under the Plan or the Savings Plan.
Investment Options shall mean the simulated financial investments
designated by the Plan Committee each Plan Year for purposes of calculating
gains or losses to be credited to a Participant's Deferral Accounts and
Employer Matching Account.
Matching Credits shall mean a Participating Employer's credits to the
Participant's Employer Matching Account under Article 4.
Other Incentive Awards shall mean incentive awards paid in cash which
are not Incentive Awards or Commissions and which the Administrator, in its
sole and absolute discretion, may permit to be deferred.
Participant shall mean an Eligible Employee who has elected to
participate and completed a Participation Election pursuant to Article 2 of
the Plan or an individual who is entitled to an immediate or deferred benefit
under this Plan by reason of having been such an Eligible Employee.
Participating Employer shall mean the Company and each other employer
which has adopted and continues to participate in the Plan pursuant to
Paragraph 12.10.
<PAGE>
Participation Election shall mean the Participant's written election to
participate in the Plan.
Plan means this Cray Research, Inc. Deferred Compensation Plan for
Senior Level and Senior Sales Employees, including amendments thereto.
Plan Committee shall mean the committee appointed to administer the Plan
on behalf of the Company as described Article 9.
Plan Year shall mean the calendar year.
Related Employers are any entities which are treated as one employer
with a Participating Employer under the provisions contained in Section 414 of
the Internal Revenue Code.
Retirement shall mean a Termination of Service following the Retirement
Date.
Retirement Date shall mean the date on which a Participant attains age
55.
Savings Plan shall mean the Cray Research, Inc. Retirement Savings Plus
Plan as it currently exists and as it may subsequently be amended.
Scheduled Withdrawal shall mean a distribution of all of the entire
amount of Annual Deferrals and earnings thereon credited to the Participant's
Deferral Accounts as elected by the Participant pursuant to the provisions of
Article 7.
Senior Level Employee shall mean a member of the "select group of
management or highly compensated employees" under ERISA, and is employed in a
Grade Level at or higher than Customer Service 7, Field 8, Administration 9,
Software 10, Hardware 11, other such levels as may be determined by such
Compensation and Development Committee; an equivalent Grade Level specified
by the Plan Committee, if the Participating Employer's Grade Levels are
structured differently than the Grade Levels of the Company.
Senior Sales Employee shall mean a member of the "select group of
management or highly compensated employees" under ERISA, and a Sales Manager,
Sales Director, Sales Vice President, other such levels as may be determined
by such Compensation and Development Committee, an equivalent Grade Level
specified by the Plan Committee, if the Participating Employer's Grade Levels
are structured differently than the Grade Levels of the Company; or any
commissioned sales employee who earned in excess of $100,000 in total
compensation in the previous Plan Year.
Termination of Employment shall mean the Participant's employment with
an employer ceasing for any reason whatsoever, whether voluntary or
involuntary, other than death.
<PAGE>
Termination of Service shall mean Termination of Employment with all
Participating Employers and Related Employers.
Unscheduled Withdrawal shall mean a distribution of all or a portion of
the amounts credited to one or more of the Participant's Deferral Accounts and
all or a portion of the vested amounts credited to a Participant's Employer
Matching Account as requested by the Participant pursuant to the provisions of
Article 7.
Valuation Date shall mean the last business day of the month in which
Termination of Service, death, or Unscheduled Withdrawal occurs. In the event
of a Scheduled Withdrawal or Retirement, the Valuation Date shall mean
December 31 of the year preceding the Plan Year in which benefit payments are
to be made.
Vesting shall mean the Participant's right to receive Compensation
deferred, Matching Credits, and/or earnings thereon. In the event of an
involuntary Termination of Service without cause, the Company retains the
right to accelerate vesting to 100%.
Years Of Plan Participation means the number of years in which an
Eligible Employee has participated in the Plan. For this purpose, one year of
Plan Participation shall mean full-time employment with a Participating
Employer for at least six out of twelve months in a calendar year in which the
Participant is making deferrals.
ARTICLE 2
Participation
2.1 Participation Election Form / Annual Deferral. An Eligible Employee
shall become a Participant in the Plan on the first day of the Plan Year
coincident with or next following the date the employee becomes an Eligible
Employee, provided such Eligible Employee has submitted to the Administrator a
Participation Election. To be effective, the Eligible Employee must submit the
Participation Election to the Administrator during the Enrollment Period
designated by the Administrator. In the Participation Election Form, the
Eligible Employee shall designate a Beneficiary, the Annual Deferral for the
covered Plan Year, the Deferred Payment Year or Years, the form of benefit
distributions, the simulated investment options for crediting gains or losses
to the account, and any other information or elections required by the
Administrator. Notwithstanding the foregoing, the Administrator, in its sole
discretion, may permit a newly Eligible Employee to submit a Participation
Election within 30 days of that employee becoming eligible, and deferrals
shall commence as soon as practical thereafter.
2.2 Annual Deferral. In the Participation Election, and subject to the
restrictions in Article 3, the Eligible Employee shall designate the
percentage rate of the Annual Deferral for the next Plan Year. The
Participation Election shall apply to compensation earned after the date of
<PAGE>
the election and, except in the case of a newly Eligible Employee, paid in the
following Plan Year. The designated percentage must be expressed in whole
percentages.
2.3 Duration of Annual Deferral. Annual Deferrals shall commence January 1
of the covered Plan Year and shall continue through December 31 of that Plan
Year, except in the case of a newly Eligible Employee.
2.4 Continuation of Participation. An Eligible Employee who has elected to
participate in the Plan by making an Annual Deferral shall continue as an
active Participant in the Plan until such employee ceases to be an Eligible
Employee. A Participant shall not be eligible to elect a new Annual Deferral
unless the Participant is an Eligible Employee for the Plan Year for which the
election is made. In the event a Participant transfers to a subsidiary of
Cray Research, Inc. and that subsidiary does not participate in the Plan, the
Participant's Annual Deferral shall cease, and the Participant's Deferral
Accounts and Employer Matching Account shall remain in effect until such time
as the benefits are distributed as originally elected by the Participant in
the Participation Election.
ARTICLE 3
Employee Deferrals
3.1 Deferral Election. The Participation Election shall designate a
specified percentage of either Base Salary and/or Incentive Awards and/or
Commissions to be deferred. Annual Deferrals under this Plan shall be
irrevocable, except as provided under Articles 7 and 8 of the Plan. For
deferrals to occur, the Participant must be actively employed by a
Participating Employer at the time the Compensation is paid.
3.2 Minimum Annual Deferral. The Annual Deferral must equal or exceed a
minimum established by the Administrator. Initially, the minimum deferral is
5% from Base Salary, Incentive Award, or Commissions.
3.3 Maximum Annual Deferral. The Annual Deferral from Base Salary or
Commissions for a Plan Year may not exceed 50% of Base Salary or Commissions
for Senior Level Employees. The Annual Deferral from Incentive Awards or
Commissions for a Plan Year may not exceed 90% of Incentive Awards or
Commissions Senior Sales Employees.
3.4 Deferral Above a Floor Amount. A Participant can also elect to defer
only portions of the Incentive Award over a floor amount specified by the
Participant which would not be deferred.
3.5 Delay Before Payment of Benefit. A Participant cannot elect deferrals
to a Deferral Account for which the Participant has elected a Deferred Payment
Year for in-service distribution purposes if the deferral will not be credited
to the account at least one full calendar year before the Deferred Payment
Year.
<PAGE>
3.6 Prior Account Balance. Participants in the Plan who have account
balances generated in 1995 and are Eligible Employees for 1996 shall have the
opportunity once, prior to 1996, and according to procedures established by
the Plan Committee, to transfer an existing account balance under the Plan to
a Deferral Account. The transfer shall take effect as of the first day of the
1996 Plan Year following initial eligibility. However, in the event of
Termination of Service, death, or Retirement within 13 months after the
election, benefits shall be paid in accordance with the election made by the
Participant under the Plan as it existed before 1996. If such a transfer
cannot or is not made under this paragraph, such account balance shall be
subject to the terms of the Plan as it existed prior to 1996.
3.7 Vesting. The Participant's right to receive Compensation deferred
under this Article 3 shall be 100% vested at all times. The account balance
referred to in Paragraph 3.6, shall be 100% vested.
ARTICLE 4
Employer Matching and Other Credits
4.1 Amount. Subject to Paragraph 5.5.2, a Participating Employer's
Matching Credit for a Participant in each Plan Year shall equal 50% of the
Participant's Compensation from that employer, deferred under this Plan in
such Plan Year, but shall not exceed 3% of such Participant's total
Compensation. For example, assume a Participant has total Compensation of
$125,000 and defers 8% or $10,000. The Employer Matching Credit will be
$3,750 (the lesser of 3% of compensation or 50% of the amount deferred).
4.2 Vesting.
4.2.1 Schedule. The Participant's right to receive Matching Credits and gains
or losses thereon with respect to the Credit for any Plan Year shall vest
according to the following schedule:
<TABLE>
<S> <S>
Percentage of
Years of Participating Employer
Plan Participation Matching Credits
Vested
Less than 4 60%
4, but less than 7 80%
7 or more 100%
</TABLE>
4.2.2 Accelerated Vesting. Notwithstanding the foregoing, the Participant's
right to receive the entire balance in the Participant's Employer Matching
Account shall be 100% vested upon death, Termination of Service at age 65 or
later, Change in Control, or Termination of Plan.
<PAGE>
4.3 Special Credit. Each Plan Year, the Participant's Participating
Employer shall credit to a Participant's Deferral Accounts established for
such Plan Year (in accordance with the Participant's elections which are
applicable to Annual Deferrals for the Plan Year) an amount equal to the
difference between (i) the amount which would have been credited to the
Participant's accounts for such year under the terms of the Savings Plan as a
deferred profit sharing or discretionary contribution had the Participant not
made an election to defer compensation for that year under this Plan and (ii)
the amount credited to the Participant's account under the Savings Plan for
that year which is attributable to such contributions. Such credit, if any,
shall take place as soon as administratively feasible after the end of Such
Plan Year and after those contributions have been made to the Savings Plan for
such Plan Year.
4.4 Discretionary Credit.A Participating Employer, in its sole discretion,
may determine to credit to a Participant's Deferral Accounts for a Plan Year
such additional amounts as it may determine. Such credit, if any, shall take
place at such times as the Company may determine.
ARTICLE 5
Deferral Accounts and Employer Matching Account
5.1 Deferral Accounts.
5.1.1 Deferral Accounts. A Participating Employer shall establish on its
books up to three Deferral Accounts for each Participant who elects Annual
Deferrals under Article 2 of Compensation from that Participating Employer.
The Deferral Accounts shall be designated "Account A", "Account B" and
"Account C". When completing a Participation Election, the Participant shall
indicate the percentage of the Annual Deferral that is to be allocated to one
or more of the three Deferral Accounts. The Participant shall elect a
different Deferred Payment Year for each such account elected. The Participant
shall elect a form of payment for the benefit to be paid upon Retirement. The
election of a Deferred Payment Year for an Account is irrevocable. Once the
Deferred Payment Year for an account arrives, the Participant shall have the
option of designating a new Deferred Payment Year for such account applicable
to Annual Deferrals deferred into the account in subsequent Plan Years.
5.1.2 Timing of Credits. The Participating Employer shall credit to the
Deferral Accounts the Annual Deferrals under Article 3 as of the same day of
the month in which the amounts would have been paid to the Participant but for
the deferral.
5.2 Employer Matching Account.
5.2.1 Employer Matching Account. A Participating Employer shall establish on
its books an Employer Matching Account for each Participant for whom it
establishes an account under Paragraph 5.1.1.
<PAGE>
5.2.2 Timing of Credits. The Participating Employer shall credit to the
Employer Matching Account the Matching Credits under Article 4 as of the first
day of the calendar year next following the year in which the Annual Deferrals
generating the Matching Credits were credited to the Deferral Accounts. No
such credit shall be provided if the Participant is not employed by a
Participating Employer or Related Employer as of the last day of such year.
5.3 Bookkeeping Accounts. The Employer Matching Account and Deferral
Accounts of a Participant are solely an accounting device for measuring the
benefits that may become payable to a Participant under this Plan. A
Participant and the Participant's Beneficiaries shall at all times be general
unsecured creditors of the Participating Employer which established (or
maintains) such accounts with respect to payment of benefits, with no special
or prior right to any Participating Employer assets.
5.4 Statement of Accounts. The Administrator shall provide periodically to
each Participant a statement setting forth the balance of the Deferral
Accounts maintained for such Participant.
ARTICLE 6
Gains And Losses
6.1 Deferral Accounts.
6.1.1 General Crediting. The Participating Employers shall credit gains and
losses at the Earnings Rates to the Deferral Accounts as of the end of each
month (including during the benefit payment period) and as of the date the
Benefit representing the last credits in the account are paid.
6.1.2 Investment Options. The available Investment Options, and the rules and
procedures for allocating the Deferral Accounts among such options (including
the frequency of changes to such allocations both before and after
retirement), shall be determined by the Administrator. The Administrator may
in its sole discretion amend the Plan's Investment Options from time to time;
provided, however, that no Investment Option may include a simulated or other
investment in common stock in a Participating Employer or Related Employer.
Neither the Administrator, the Company, the Board of Directors of the Company
nor any member of the Board or any agent, employee or advisor of such bodies
shall be liable for the performance or lack of performance of any Investment
Option.
6.1.3 Simulated Investment. The Participant's allocation of deferral among
the simulated investments is solely for the purpose of calculating the
Earnings Rates. Notwithstanding the method of calculating the Earnings Rates,
the Company shall be under no obligation to purchase any investments used for
determining Earnings Rates.
6.2 Employer Matching Account.
<PAGE>
6.2.1 General Crediting. The Participant's Participating Employer shall
credit gains and losses to the Participant's Employer Matching Account as of
the last business day of each month and as of the day the benefit representing
the last credits in the Employer Matching Account is paid. The Company shall
determine the notional number of shares acquired by the deferral using the
closing share price as reported in The Wall Street Journal for the last
business day of the month. The crediting rate for such purposes shall equal
the rate of return (positive or negative) as if the account balance were
invested in Cray Research, Inc. Common Stock.
6.2.2 Dividends. A Participant's Participating Employer shall credit
additional interest earnings to the Participant's Employer Matching Account to
reflect any dividends paid on Cray Research, Inc. Common Stock while the
Participant has an Employer Matching Account balance. The credit shall be
based on the number of shares of such common stock reflected by the account
balance when such dividends are paid, and such dividends shall automatically
be notionally re-invested in shares of the Company's common stock. The
Company shall determine the notional number of shares using the closing share
price as reported in The Wall Street Journal for the last business day of the
month in which such dividends are paid.
6.2.3 No Brokerage Fees. The Participant's Participating Employer shall not
reduce credits to the Participant's Employer Matching Account by any brokerage
fees.
6.2.4 Diversification. The Participant may re-allocate the balance in the
Participant's Employer Matching Account to the other Investment Options
available for Deferral Accounts when the Participant is 100% vested in the
Employer Matching Account.
6.3 Beneficiary Powers. Following the Participant's death, the allocation
of any unpaid balances in the Participant's Employer Matching Account and
Deferral Accounts shall be as determined by the Participant's Beneficiary,
consistent with requirements of this Plan.
ARTICLE 7
Deferral and Employer Matching Account Benefits
The provisions of this Article 7 shall apply separately to each Deferral
Account created for each Participant. In addition, the provisions of this
Article 7 shall apply to the Employer Matching Account created for each
Participant. Unless indicated otherwise, the Deferral Account Benefit with
respect to Retirement benefits under Account A shall include the vested
balance of the Employer Matching Account.
7.1 Calculation. The Deferral Account Benefit shall be an amount equal to
the Annual Deferrals credited to the account plus the gains or losses credited
to the account.
<PAGE>
7.2 Retirement Benefits.
The provisions of this paragraph 7.2 apply to distributions from a Deferral
Account if the Participant elects distributions for such account to commence
on or after Retirement.
7.2.1 Entitlement. The Participant shall be entitled to retirement benefits
under this paragraph 7.2 upon Termination of Service after age 55.
7.2.2 Form of Benefit. The Participant's Participating Employer shall pay
the Deferral Account Benefit in the form of benefit the Participant elected
for such account. Permissible forms of benefits shall be determined by the
Administrator, but shall include a lump sum, monthly installments over 5, 10
or 15 years, or an initial lump sum with the balance paid in monthly
installments over 5, 10 or 15 years. Absent an election by the Participant,
the benefit shall be paid in monthly installments over 15 years. The
Participant election shall be as indicated on the Participation Election on
which the Participant first elected deferrals to such account, unless the
Participant elected a different form of benefit by a written election filed
with the Administrator at least 13 months prior to the Deferred Payment Year
and prior to the calendar year in which the participant incurs a Termination
of Service, in which case the different form elected shall control. However,
the Administrator, in its sole discretion, may ignore any change in the form
of benefit elected by the Participant if it determines that the ability to
make such changes causes the Deferral Account Benefit to become taxable to the
Participant prior to actual receipt of the Benefit payments. If installment
payments apply, the Administrator shall adjust the amount of each installment
to reflect interest credited to the account during the Benefit payment period.
7.2.3 Timing. The Participant's Participating Employer shall commence
benefit payments no later than the latest of (i) January 31 following the
Participant's Retirement, (ii) 90 days after the Participant's Retirement, or
(iii) January 31 of the Deferred Payment Year.
7.2.4 Small Benefit Exception. Notwithstanding any of the foregoing, if at
Retirement the sum of all benefits payable to the Participant from all
Deferral Accounts is no greater than $10,000, the Administrator may, in its
sole discretion, elect to pay such benefits in a single lump sum. If the
installment payments are less than $300 each, the Administrator may, in its
sole discretion, elect to shorten the benefit payment period.
7.3 Scheduled Withdrawals.
The provisions of this Paragraph 7.3 apply if the Participant elects in-
service distributions from a Deferral Account by specifying a Deferred Payment
Year on the Participation Election creating such account. Scheduled
withdrawals are not permitted from a Participant's Employer Matching Account.
<PAGE>
7.3.1 Entitlement. If the Participant continues to be employed by a
Participating Employer or Related Employer to the Deferred Payment Year, the
Participant's Participating Employer shall commence payment to the Participant
of the Deferral Account Benefit.
7.3.2 Form of Benefit. The Participant's Participating Employer shall pay
the Deferral Account Benefit in a single lump sum.
7.3.3 Timing. The Participant's Participating Employer shall pay the benefit
in January of the year specified; provided, however, that the Administrator
may defer commencement of the payment of benefits for one year if it
determines, in its sole discretion, that the Participating Employer would lose
the tax deduction for payment of the benefit if the benefit were paid earlier.
7.4 Disability Benefits. If the Participant receives Disability benefits
under the Company's Long-Term Disability Program, the Administrator shall pay
the Deferral Account Benefits to the Participant in the form they would have
been paid had the Participant incurred a Termination of Service at age 55 on
the date the disability benefits commence.
7.5 Early Termination Benefits. If the Participant incurs a Termination of
Service prior to age 55 for reasons other than Disability or death, the
Administrator shall pay the Deferral Account Benefit to the Participant in a
lump sum within 90 days after the last day of the month in which the
termination occurred; provided, however, that the Administrator may defer
payment of the benefit until January of the year following the Participant's
termination if it determines, in its sole discretion, that the Administrator
would not have taxable income against which the tax deduction would apply if
the benefit were paid earlier.
7.6 Unscheduled Withdrawals.
7.6.1 General Provisions. A Participant may request an Unscheduled
Withdrawal of all or any portion of the entire amount credited to the
Participant's Deferral Accounts, subject to the following restrictions: (i)
the minimum withdrawal shall be 25% of the balance of the specified account,
(ii) an election to withdraw 75% or more of the account balance shall be
deemed to be an election to withdraw the entire account balance, (iii) an
Unscheduled Withdrawal may be made only once a year, and (iv) the
Participant's Participating Employer shall deduct (and retain) from the
Unscheduled Withdrawal a forfeiture amount of 10% of the amount withdrawn, or
such other amount determined by the Administrator to be necessary to maintain
the deferral of income taxes on Plan benefits. In addition, if the
Participant is employed by the Participant's Participating Employer at the
time of the withdrawal, (i) deferrals for the year in which the election for
an Unscheduled Withdrawal is made shall cease, and (ii) the Participant shall
not recommence deferrals under the Plan until after the end of the Plan Year
following the Plan Year in which the election for the Unscheduled Withdrawal
is made.
<PAGE>
7.6.2 Employer Matching Account. If the Participant has retired, the
Participant may make an Unscheduled Withdrawal of all or a portion of the
vested amounts credited to the Employer Matching Account, subject to the same
forfeiture described under Paragraph 7.6.1. Unscheduled Withdrawals are not
permitted from a Participant's Employer Matching Account while the Participant
is actively employed by the Participant's Participating Employer except as
provided under Paragraph 7.6.3.
7.6.3 Following Change in Control. If the Participant's election for an
Unscheduled Withdrawal occurs within two years after a Change in Control, the
provisions under both Paragraphs 7.6.1 and 7.6.2 shall apply, except that the
forfeiture amount shall be reduced to 5% of the amount withdrawn and the
Participant may make an Unscheduled Withdrawal of the Employer Matching
Account balance while employed.
7.6.4 Timing of Payment. The Participant's Participating Employer shall pay
the Unscheduled Withdrawal amount within 90 days after receiving the request
under paragraphs 7.6.1 and 7.6.2, and within 30 days after receiving the
request under paragraph 7.6.3.
7.7 Survivor Benefits.
7.7.1 Pre-Termination Death. If the Participant dies prior to Termination
of Service for any other reason, the Participant's Participating Employer
shall pay to the Participant's Beneficiary a survivor benefit equal to the
balance of the Participant's Employer Matching and Deferral Accounts. The
Participant's Participating Employer shall pay such amount to the Beneficiary
in a cash lump sum within 90 days after the Participant's death.
7.7.2 Post-Termination Death. If the Participant dies after Termination of
Service, the Participant's Participating Employer shall pay to the
Participant's Beneficiary a survivor benefit equal to the balance of the
Participant's Employer Matching and Deferral Accounts, with payment made in a
cash lump sum within 90 days after the Participant's death; provided, however,
that if the Participant was receiving Benefit installments at the time of
death, the Participant's Participating Employer shall not pay the benefits in
a lump sum, but shall continue to pay such benefit installments to the
Beneficiary at the same time they would have been paid to the Participant.
7.7.3 Alternate Forms of Payment. Within 60 days after the Participant's
death, the Beneficiary may petition the Administrator for a different form of
benefit payment than that provided above. The Administrator shall have sole
discretion in determining whether to grant or deny the Beneficiary's petition.
7.7.4 Small Benefit Exception. Notwithstanding any of the foregoing, if the
sum of all benefits payable to the Beneficiary from all Deferral Accounts is
no greater than $10,000, the Administrator may, in its sole discretion, elect
to pay such benefits in a single lump sum. If the installment payments are
<PAGE>
less than $300 each, the Administrator may, in its sole discretion, elect to
shorten the Benefit payment period.
7.8 Constructive Receipt Distributions. Anything herein to the contrary
notwithstanding, if, at any time, a court or the Internal Revenue Service
determines that an amount credited to a Participant's account is includable in
the gross income of the participant and subject to tax, the Administrator may,
in its sole discretion, cause a lump sum cash distribution to be made to the
participant of an amount equal to the amount determined to be includable in
the participant's gross income.
ARTICLE 8
Conditions Related to Benefits
8.1 Nonassignability. The benefits provided under the Plan may not be
alienated, assigned, transferred, pledged or hypothecated by or to any person
or entity, at any time or any manner whatsoever. These benefits shall be
exempt from the claims of creditors of any Participant or other claimants and
from all orders, decrees, levies, garnishment or executions against any
Participant to the fullest extent allowed by law.
8.2 Financial Hardship Distribution. Upon a finding that the Participant or
the Beneficiary has suffered a Financial Hardship, the Administrator may in
its sole discretion, permit the Participant to accelerate distribution of
benefits under the Plan in the amount reasonably necessary to alleviate such
Financial Hardship. If a distribution is to be made to a Participant on
account of Financial Hardship, deferrals for the current Plan Year will cease,
and the Participant may not make deferrals under the Plan until one entire
Plan Year following the Plan Year in which a distribution based on Financial
Hardship was made has elapsed.
8.3 No Right to Participating Employer Assets. The benefits paid under the
Plan by a Participant's Participating Employer shall be paid from the general
funds of the Participating Employer, and the Participant and any Beneficiary
of the participant shall be no more than unsecured general creditors of the
Participating Employer with no special or prior right to any assets of the
Participating Employer for payment of any obligations hereunder.
8.4 Protective Provisions. The Participant shall cooperate with the
Participant's Participating Employer by furnishing any and all information
requested by the Administrator, in order to facilitate the payment of benefits
hereunder. If the Participant refuses to cooperate, the Participant's
Participating Employer shall have no further obligation to the Participant
under the Plan.
8.5 Withholding. The Participant or the Beneficiary shall make appropriate
arrangements with the Participant's Participating Employer for satisfaction of
any federal, state or local income tax withholding requirements and Social
Security or other employee tax requirements applicable to the payment of
<PAGE>
benefits under the Plan. If no other arrangements are made, the Participant's
Participating Employer may provide, at its discretion, for such withholding
and tax payments as may be required.
ARTICLE 9
Administration of Plan
The general administration of the Plan and the responsibility for carrying out
its provisions shall be vested in the Plan Administrator. However, the
Compensation and Development Committee of the Company's Board of directors may
designate a Plan Committee, which shall act on behalf of the Company with
respect to its duties and powers as the Administrator subject to any direction
of the Company.
The Administrator shall administer the Plan and interpret, construe and apply
its provisions as it deems appropriate. The Administrator shall further
establish, adopt or revise such rules and regulations as it may deem necessary
or advisable for the administration of the Plan. All decisions of the
Administrator shall be final and binding.
The individuals serving on the Plan Committee shall, except as prohibited by
law, be indemnified and held harmless by the Company from any and all
liabilities, costs, and expenses (including legal fees), to the extent not
covered by liability insurance arising out of any action taken by any member
of the committee with respect to the Plan, unless such liability arises from
the individual's own gross negligence or willful misconduct.
Not withstanding the prior provisions of this Article 9, with respect to
officers of the Company who are required to report their holdings of
securities of the Company to Section 16(a) of the Securities Exchange Act of
1934, the Compensation and Development Committee, shall act on behalf of the
Company as Administrator under this Plan, which shall include, without
limitation, the selection of officers for participation in the Plan and
decisions concerning timing, pricing and amounts of awards.
ARTICLE 10
Beneficiary Designation
The Participant shall have the right, at any time, to designate any person or
persons as Beneficiary (both primary and contingent) to whom payment under the
Plan shall be made in the event of the Participant's death. The Beneficiary
designation shall be effective when it is submitted in writing to the
Administrator during the Participant's lifetime on a form prescribed by the
Administrator. The submission of a new Beneficiary designation shall cancel
all prior Beneficiary designations.
If a Participant fails to designate a Beneficiary as provided above, or if the
Beneficiary designation is revoked by marriage, divorce, or otherwise without
execution of a new designation, or if every person designated as Beneficiary
<PAGE>
predeceases the Participant or dies prior to complete distribution of the
Participant's benefits, then the Administrator shall direct the distribution
of such benefits to the Participant's estate.
ARTICLE 11
Amendment and Termination of Plan
11.1 Amendment of Plan. The Board of Directors of the Company may at any
time amend the Plan in whole or in part, provided, however, that such
amendment (i) shall not decrease the balance of the Participant's Deferral
Accounts and Employer Matching Account at the time of such amendment and (ii)
shall not retroactively decrease the applicable Earnings Rates of the Plan
prior to the time of such amendment. The Administrator may amend the Earnings
Rates and/or the Investment Options of the Plan prospectively, in which case
the Administrator shall notify the Participant of such amendment in writing
within thirty (30) days after such amendment.
11.2 Termination of Plan. The Board of Directors of the Company may at any
time terminate the Plan. If the Company terminates the Plan, the date of such
termination shall be treated as the date of Termination of Service for the
purpose of calculating Plan benefits, and the Participant's Participating
Employer shall pay to the Participant the benefits the Participant is entitled
to receive under the Plan as monthly installments over a three (3) year period
commencing within ninety (90) days. Notwithstanding the foregoing, if the
Participant had previously elected a Scheduled Withdrawal under Paragraph 7.3,
and such benefit would otherwise have been paid within three years but for
termination of the Plan, the benefit shall be paid in a lump sum.
ARTICLE 12
Miscellaneous
12.1 Successors of the Company. The rights and obligations of a
Participating Employer under the Plan shall inure to the benefit of, and shall
be binding upon, the successors and assigns of the Participating Employer.
12.2 ERISA Plan. The Plan is intended to be an unfunded plan maintained
primarily to provide deferred compensation benefits for "a select group of
management or highly compensated employees" within the meaning of Sections
201, 301 and 401 of ERISA and therefore to be exempt from Parts 2, 3 and 4 of
Title I of ERISA.
12.3 Trust. The Participating Employers shall be responsible for the
payment of all benefits under the Plan. At its discretion, a Participating
Employer may establish one or more grantor trusts for the purpose of providing
for payment of benefits under the Plan. Such trust or trusts may be
irrevocable, but the assets thereof shall be subject to the claims of the
<PAGE>
Participating Employer's creditors. Benefits paid to the Participant from any
such trust shall be considered paid by the Participating Employer for purposes
of meeting the obligations of the Participating Employer under the Plan.
12.4 Employment Not Guaranteed. Nothing contained in the Plan nor any
action taken hereunder shall be construed as a contract of employment or as
giving any Participant any right to continued employment with a Participating
Employer.
12.5 Gender, Singular and Plural. All pronouns and variations thereof
shall be deemed to refer to the masculine, feminine, or neuter, as the
identity of the person or persons may require. As the context may require,
the singular may be read as the plural and the plural as the singular.
12.6 Captions. The captions of the articles and paragraphs of the Plan are
for convenience only and shall not control or affect the meaning or
construction of any of its provisions.
12.7 Validity. If any provision of the Plan is held invalid, void or
unenforceable, the same shall not affect, in any respect whatsoever, the
validity of any other provisions of the Plan.
12.8 Waiver of Breach. The waiver by a Participating Employer of any
breach of any provision of the Plan by the Participant shall not operate or be
construed as a waiver of any subsequent breach by the Participant.
12.9 Notice. Any notice or filing required or permitted to be given to a
Participating Employer under the Plan shall be sufficient if in writing and
hand-delivered, or sent by first class mail to the principal office of the
Participating Employer, directed to the attention of the Administrator. Such
notice shall be deemed given as of the date of delivery, or, if delivery is
made by mail, as of the date shown on the postmark.
12.10 Participating Employers. The Administrator may designate any other
employer (other than the Company) as eligible to adopt this Plan. Such a
designated employer may adopt the Plan as of any date specified by the
Administrator. If no date is specified, the eligible employer shall become a
Participating Employer as of the date it specifies in its resolutions adopting
the plan. If no date is specified by the Administrator or the eligible
employer, the eligible employer shall become a Participating Employer as of
the first day of the first Plan Year subsequent to the date on which the
Administrator has designated the employer as eligible and the employer has
adopted the Plan.
A Participating Employer (other than the Company) may withdraw from the Plan
at any time after giving written notice of the withdrawal to the
Administrator. The Administrator may terminate a participating Employer's
participation in the Plan (other than participation by the Company) by giving
written notice to that participating Employer. The effective date of that
<PAGE>
termination hall be specified in the letter and shall be after the date the
letter is delivered or mailed.
In the event that a Participating Employer ceases to be a Participating
Employer, the plan shall terminate as to that employer and its employees who
are participants; however, that participating Employer may act to establish a
replacement plan as a continuation of this Plan.
12.11 Authorization. Whenever the Company, under the terms of this Plan, is
permitted or required to do or to perform any act or matter or thing, it shall
be done and performed by the Chief Executive Officer of the Company or by any
other officer or committee or the Company duly authorized by the Chief
Executive Officer of the Company.
ARTICLE 13
Claims and Review Procedures
13.1 Claims Procedure. The Plan Administrator or its designee shall notify
a Participant in writing, within ninety (90) days after his or her written
application for benefits, of his or her eligibility or noneligibility for
benefits under the Plan. If the Plan Administrator or its designee determines
that a Participant is not eligible for benefits or full benefits, the notice
shall set forth (1) the specific reasons for such denial, (2) a specific
reference to the provisions of the Plan on which the denial is based, (3) a
description of any additional information or material necessary for the
claimant to perfect his or her claim, and a description of why it is needed,
and (4) an explanation of the Plan's claims review procedure and other
appropriate information as to the steps to be taken if the Participant wishes
to have the claim reviewed. If the Plan Administrator or its designee
determines that there are special circumstances requiring additional time to
make a decision, the Plan Administrator or its designee shall notify the
Participant of the special circumstances and the date by which a decision is
expected to be made, and may extend the time for up to an additional ninety-
day period.
13.2 Review Procedure. If a Participant is determined by the Plan
Administrator not to be eligible for benefits, or if the Participant believes
that he or she is entitled to greater or different benefits, the Participant
shall have the opportunity to have such claim reviewed by the Plan
Administrator by filing a petition for review with the Plan Administrator
within sixty (60) days after receipt of the notice issued by the Plan
Administrator. Said petition shall state the specific reasons which the
Participant believes entitle him or her to benefits or to greater or different
benefits. The Plan Administrator shall notify the Participant of its decision
in writing within the sixty-day period, stating specifically the basis of its
decision, written in a manner calculated to be understood by the Participant
and the specific provisions of the Plan on which the decision is based. If,
because of the need for additional information, the sixty-day period is not
<PAGE>
sufficient, the decision may be deferred for up to another sixty-day period at
the election of the Plan Administrator, but notice of this deferral shall be
given to the Participant. In the event of the death of the Participant, the
same procedures shall apply to the Participant's Beneficiaries.
In Witness Whereof, Cray Research, Inc. has caused its name to be hereto
subscribed this day of November 17, 1995.
Cray Research, Inc.
By Karalyn J. Harrington
Title: Vice President, Human Resources
<PAGE>
Exhibit 5
November 20, 1995
Cray Research, Inc.
655A Lone Oak Drive
Eagan, MN 55121
Re:Cray Research, Inc.
Deferred Compensation Plan for Senior Level
and Senior Sales Employees
Gentlemen:
We are acting as special counsel for Cray Research, Inc., a Delaware
corporation (the "Company"), in connection with the registration under the
Securities Act of 1933, as amended (the "Act"), of an aggregate of $2,000,000
in deferred compensation obligations and matching contributions (the
"Obligations") issuable pursuant to the Company's Deferred Compensation Plan
for Senior Level and Senior Sales Employees (the "Plan"). A Registration
Statement on Form S-8 has been prepared for filing under the Act.
In connection with the offering of the Obligations, we have examined
originals or copies submitted to us that we have assumed are genuine, accurate
and complete, of all such corporate records of the Company, agreements and
other instruments, certificates of public officials, officers and
representatives of the Company, and other documents we have deemed necessary
or appropriate to require as the basis for the opinions hereinafter expressed.
As to various questions of fact material to this opinion, where relevant facts
were not independently established, we have relied upon statements of officers
of the Company.
Based and relying solely upon the foregoing, it is our opinion that, when
issued by the Company in the manner provided in the Plan, the Obligations will
be valid and binding obligations of the Company, enforceable against the
Company in accordance with their terms, subject, as to enforcement, to
bankruptcy, insolvency, reorganization, arrangement, moratorium and other laws
of general applicability relating to or affecting creditor's rights and to
general principles of equity.
<PAGE>
Cray Research, Inc.
November 20, 1995
Page 2
We hereby consent to the filing of this opinion as an exhibit to the
above-referenced Registration Statement. Consent is also given to the
reference to this firm under the caption "Legal Opinions" in a related
prospectus as having passed upon the validity of the issuance of the
Obligations. In giving this consent, we do not hereby admit that we come
within the category of persons whose consent is required under Section 7 of
the Act or the rules and regulations of the Securities and Exchange Commission
promulgated thereunder.
Very truly yours,
DOHERTY, RUMBLE & BUTLER
PROFESSIONAL ASSOCIATION
By: DEAN R. EDSTROM
<PAGE>
Exhibit 23.1
KPMG PEAT MARWICK LLP
Independent Auditors' Consent
The Board of Directors
Cray Research, Inc.:
We consent to the use of our report incorporated herein by reference and to
the reference to our firm under the caption "Experts" in the Prospectus
included in this Registration Statement on Form S-8.
KPMG PEAT MARWICK LLP
Minneapolis, Minnesota
November 17, 1995
