8-K

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC  20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported)                     January 10, 2005

SILICON GRAPHICS, INC.

(Exact name of Registrant as Specified in Charter)

Delaware	001-10441	94-2789662
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)
1500 Crittenden Lane Mountain View, CA		94043-1351
(Address of Principal Executive Offices)		(Zip Code)
Registrant’s telephone number, including area code                (650) 960-1980
N/A
(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01. Entry into a Material Definitive Agreement.

On January 10, 2005, the Company announced a change to its management organization for the Europe, Middle East and Africa (EMEA) region.  Philippe Miltin has been promoted to assume the primary day-to-day operational responsibility for the region as Vice President, EMEA, and, as part of a personal plan of to retire from full-time corporate work, Steve Coggins, formerly Senior Vice President, EMEA, has assumed the part-time role of Chairman, EMEA.  In connection with this change, the Company has entered into an agreement with Mr. Coggins modifying the terms and conditions of his existing employment arrangements as appropriate to reflect his new role as Chairman.  Mr. Coggins will help SGI enhance its strategy with a focus on developing its relationships with government, major partners and strategic customers.

The Agreement is for a term ending on June 30, 2005 or such later date as the parties may agree in writing.  Effective February 1, 2005, Mr. Coggins will transition to a 25% time commitment and will receive a salary of £6000 per month.  In his new role, Mr. Coggins will no longer serve as an executive officer of the Company and will not participate in Company bonus programs.  As described in Item 1.02, the Employment Continuation Agreement between the Company and Mr. Coggins also terminated effective January 10, 2005.  Mr. Coggins’ stock options will continue to vest pursuant to the terms and conditions of the applicable option agreements.

The description of the Agreement set forth above is qualified in its entirety by reference to the Agreement, which is attached as Exhibit 10.1 and is incorporated herein by reference.

Item 1.02. Termination of a Material Definitive Agreement.

On January 10, 2005, the Employment Continuation Agreement, dated as of October 23, 2001, between the Company and Mr. Coggins was terminated in connection with Mr. Coggins’ resignation as an executive officer of the Company, as described in Item 1.01 and incorporated herein by reference. The terms of the Company’s Employment Continuation Agreement, which is entered into with each executive officer of the Company, provide for the officer to receive a termination payment equal to two years of his or her compensation if his or her employment with SGI is terminated within 24 months after a change in control and for full vesting of his or her options and restricted stock upon a change in control.

Item 9.01. Financial Statements and Exhibits.

(c) Exhibits.

10.1 Agreement between the Company and Steve Coggins dated January 10, 2005.

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

		Silicon Graphics, Inc.
Dated: January 14, 2005	By:	/s/ Sandra M. Escher
		Sandra M. Escher
		Senior Vice President and General Counsel

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EXHIBIT INDEX

EXHIBIT NUMBER	DOCUMENT DESCRIPTION
10.1	Agreement between the Company and Steve Coggins dated as of January 10, 2005.

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EX-10.1

Exhibit 10.1

January 10, 2005

Confidential

Steve Coggins

Dear Steve

I am writing formally to accept your notice of resignation from SGI and SGI Ltd.  We appreciate your willingness to continue your service to SGI during the notice period prior to your retirement subject to the following changes to your role and to your employment terms and conditions during your notice period.

Changes to terms and conditions of employment effective 10 January 2005

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 ContinuationAgreement 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.

Changes to terms and conditions of employment effective 1 February 2005

Hours of work	From 1 February 2005to the End Dateyou 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.

Your employment benefits effective 1 February 2005

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.

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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).

All other terms and conditions of your employment will remain unchanged. Please confirm your acceptance of these terms and conditions by signing below and returning this letter to me.

Yours sincerely,

/s/ Larry Hicks

Larry Hicks

VP Human Resources

For Silicon Graphics Ltd and Silicon Graphics, Inc.

I confirm my acceptance of the above terms and conditions

Signed		/s/ Steve Coggins	Name	Steve Coggins
Date	1/10/05

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