Vice President, Finance Employment Agreement

EXHIBIT 10.34


CONSULTING AGREEMENT


This Consulting Agreement ("Agreement") is made as of the date set forth below by and between Silicon Graphics, Inc. (the "Company") and Tom Oswold, ("Consultant").


RECITALS


Consultant has been employed by the Company since 1988 and has most recently served in the capacity of Vice President, Finance and Treasurer. Consultant wishes to resign in order to pursue other personal interests. The Company wishes to have Consultant remain available to contribute to certain projects and activities of the Company. Accordingly, the Company and Consultant have agreed that Consultant will change his relationship with the Company from that of an employee to that of a consultant on the terms set forth in this Agreement.


AGREEMENT


In consideration of the mutual promises made herein, the Company and Consultant hereby agree as follows:


1. SEPARATION AGREEMENT. Consultant and Company have entered into a letter agreement dated contemporaneously herewith (the "Separation Agreement") governing the terms of Consultant's resignation as an officer and employee of Company effective as of the close of business on December 29, 1995 (the "Effective Separation Date").


2. CONSULTING RELATIONSHIP.


(a) Commencing immediately after the Effective Separation Date and continuing through September 3, 1996 (the "Consulting Period"), Consultant shall serve as an independent consultant to the Company.


(b) During the Consulting Period, Consultant shall (i) assist the Chief Financial Officer of the Company during the transition period until Consultant's successor begins work at the Company; (ii) handle special projects with respect to treasury matters identified by the Chief Financial Officer of the Company; and (iii) provide such other reasonable services as are agreed to by Consultant and the Company. Consultant will be available during the Consulting Period for such reasonable hours on an as needed basis as are mutually agreed upon by the parties. It is expected that such consulting services may be full-time during certain times during the Consulting Period.


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Consultant shall at all times be an independent contractor to the Company, and nothing in this Agreement shall in any way be construed to constitute Consultant as an agent, employee or representative of the Company.


(c) Consultant may terminate the consulting relationship at any time before the end of the Consulting Period, for any or no reason, upon written notice to the Company. The consulting relationship shall also terminate automatically if Consultant becomes employed in a full time capacity during the Consulting Period. Upon any termination, the Company shall have no obligation to pay Monthly Consulting Period Fees or other benefits hereunder accruing thereafter.


3. COMPENSATION.


(a) In consideration for Consultant's agreement to provide consulting services during the Consulting Period as provided herein and his faithful adherence to the terms and conditions of this Agreement, the Company shall pay Consultant a Monthly Consulting Fee equal to one-twelfth of the annual base salary that Consultant was earning as of the Effective Separation Date. Such compensation shall be paid in monthly installments (prorated in the case of December 1995, and adjusted if necessary if Consultant has otherwise received salary payments from the Company in respect of any portion of the Consulting Period) within ten business days after receipt of Consultant's monthly invoice, but no earlier than the tenth business day of each month.


(b) The attached Stock Option Personnel Summary sets forth the details concerning all outstanding options to purchase Common Stock of the Company held by Consultant. It is understood and agreed that during the Consulting Period, such options shall remain outstanding and continue vesting at their normal rate.


(c) CONSULTANT IS ADVISED THAT AS A RESULT OF THE CONVERSION OF HIS STATUS FROM EMPLOYEE TO CONSULTANT, ANY ISOS (INCENTIVE STOCK OPTIONS) WILL BECOME NON-STATUTORY OPTIONS (NSOS), TO THE EXTENT THEY ARE NOT EXERCISED WITHIN NINETY (90) DAYS AFTER THE DATE CONSULTANT CEASES TO BE AN EMPLOYEE. If Consultant's consulting relationship terminates for any reason, then all vesting shall immediately stop, and Consultant's or his estate's ability to exercise such options shall be governed by the terms of each of the respective option agreements therefor.


(d) The Company agrees that the computer, car phone and facsimile machine located in Consultant's residence shall become the property of Consultant upon the execution of this Agreement, but any ongoing fees, expenses, etc., related to such equipment are the sole responsibility of Consultant.


(e) During the Consulting Period, the Company shall provide to Consultant medical, dental and vision continuation b ...