STORAGE TECHNOLOGY CORP
OFFER LETTER - ROELLIG
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>3
<FILENAME>exh10-28.txt
<DESCRIPTION>OFFER LETTER - ROELLIG
<TEXT>
                                                                   Exhibit 10.28

June 25, 2002



Mr. Mark Roellig
10936 Pine Drive
Parker, CO  80138


Dear Mark:

I am pleased to offer you the position of Vice President, General Counsel and
Secretary, reporting directly to Patrick Martin, Chairman, President and Chief
Executive Officer. In this role you will become a member of the current
Executive Management Team. Your annualized base salary will be $250,000.00,
payable bi-weekly. Other benefits being offered with this position are outlined
below. Your start date will be July 11, 2002.

You will be eligible to participate in the 2002 StorageTek Pay for Performance
Management Bonus Plan. The target level incentive for your position will be 50%
of your base salary. Incentive payout is based on achievement of corporate and
individual goals. You will be eligible for your management bonus opportunity at
an amount prorated for the time spent in the position in 2002.

Subject to the approval of the Board of Directors, you will receive 5,000 shares
of StorageTek restricted common stock at par value, $0.10 per share. These
shares will vest in four equal annual installments on the anniversary dates of
the grant beginning with the first anniversary in 2002.

Further, subject to the approval of the Board of Directors, StorageTek will
grant to you a stock option to purchase 30,000 shares of StorageTek common
stock, at a price to be determined on the day the option is granted. The option
will be granted pursuant to the terms and conditions of the Company's 1995
Equity Participation Plan, which will be made available to you with your grant
documents. These options will also vest in increments of 25% on the first
through the fourth anniversaries of the grant.

Subject to Board of Directors approval, you will participate in LEAP (Leveraged
Equity Acquisition Program), an equity program recently implemented for the most
senior managers at StorageTek. Annual grants of options and/or restricted stock
will be made to LEAP participants, with the amount and type of grant being based
on corporate performance. The options and/or restricted stock will vest in equal
annual installments over a four-year period after the grant date. LEAP, requires
participants to acquire shares of StorageTek common stock, equivalent to a
multiple of their salary. For your position you will be required to acquire
StorageTek stock with a purchase price equal to 1 times your annual base salary.
Any restricted stock granted to you as part of this offer will be credited to
your acquisition requirements. Your participation in StorageTek's LEAP Program
is subject to the terms and conditions of the plan documents, as these plan
documents may be amended from time to time. As stated in the Plan document, your
opportunity in LEAP based on 2002 performance will be pro-rated based upon the
time spent in your position. Assuming a July 11, 2002 start date, your
opportunity will be pro-rated from July 1, 2002. See attached summary of the
Plan.

<PAGE>

As a member of our team, you will be eligible to participate in our flexible
benefit program that currently includes: medical, dental, life, short- and
long-term disability coverage, 401(k), employee stock purchase plan and many
other employee benefits and services as outlined below.

         401(k) - Participation in the StorageTek 401(k) Plan upon hire and
     begin contributions in the next available payroll cycle. Currently,
     StorageTek matches 100 percent of the first three percent of your annual
     base pay (up to government guidelines) and 50 percent of the next four
     percent.

         Deferred Compensation - Under this program you may contribute up to 50%
     of your base salary and up to 75% of your marketing or management bonuses
     into a non-qualified tax deferred plan. In addition, you may also
     contribute excess 401(k) contributions to the plan. This program is paying
     interest of 7.72% in 2002.

         Life Insurance - StorageTek will also provide you with life insurance
     that is equivalent to two times your base pay. Your coverage will be
     through group term insurance.

         Financial Counseling - StorageTek will reimburse you for expenses
     incurred on your behalf for financial counseling. The maximum annual
     reimbursement to be paid to you for services rendered in any calendar year
     will be 1% of your salary on the last day of that year.

         Medical and Dental - StorageTek offers comprehensive
     medical/prescription and dental plans, as well as an eyewear discount plan.
     We pay a majority of the cost of medical and dental coverage for employees
     and eligible dependents. In addition we offer site medical and dental
     services at our Louisville campus.

         Short/Long-term disability - Short-term disability (STD) coverage is
     provided at no cost to you. You may purchase Long-Term Disability (LTD)
     coverage for a fee.

         Employee Stock Purchase Program - Twice each year you have the
     opportunity to authorize up to 10% of your after-tax pay to be used to
     purchase StorageTek stock through convenient payroll deductions at 85% of
     its current value. You will be eligible to participate in first offering
     period after your start date. The start of that offering period is November
     1, 2002.

         AD&D, Travel Accident - StorageTek provides basic employee AD&D in the
     amount of two times your annual base salary, up to $900,000 in coverage, at
     no cost to you. StorageTek pays the entire cost of business travel accident
     insurance.

         Car allowance for a leased quality vehicle of $550 per month, plus
     reimbursement for maintenance and insurance. This amount is paid in the
     first paycheck each month.

         Executive vacation program allowing vacation as business conditions
     dictate. There is no defined limit, and therefore, no vacation accrual.

All employment offers are subject to successfully passing a drug-screening test,
background check, signing of our proprietary rights agreement and your ability
to accept employment in the United States.

<PAGE>

Your employment with StorageTek will be "at-will." This means that either you or
StorageTek may terminate your employment at any time, with or without cause,
with or without notice, and for any reason or no reason. You will be offered a
severance agreement that has been made available to Executive Management Team
members. A copy of this agreement is attached.

Here at StorageTek, we are passionate about our work. Our culture is energizing,
innovative and challenging. We realize that talented people like you help make
us more successful in our rapidly expanding world markets. StorageTek is an
Equal Opportunity employer that embraces and encourages diversity. Our goal is
to hire the right person into the right job at the right time - so that we
together can put the power of information into our customers' hands. We hope you
will help us meet this challenge and become part of the StorageTek team.

Mark, we look forward to having you join our executive team. Please sign both
copies of this offer letter; return one copy of this letter and completed
attachments by Friday, June 28, 2002 to indicate your acceptance of the terms of
this offer. This offer will expire after that date.

If you have any questions regarding this offer, please call me directly at (303)
673-3977.


Sincerely,

/s/ Roger Gaston

Roger Gaston
Corporate Vice President, Human Resources
StorageTek

<PAGE>

I have read this offer and I understand and accept its terms.


---------------------------------        --------------------
Mark Roellig                             Acceptance Date


To facilitate enrollment into our personnel system, please provide the
following:


--------------------------               -------------------------
Social Security Number                   Date of Birth


Assuming that I have received notification that I have successfully passed all
components of StorageTek's pre-employment screening process before such date*, I
would like to start work on the following date:


--------------------------
Start Date

*Please note: We typically receive the background check in five to seven
business days from when you fax it in. We typically receive the drug test
results in three to four business days from when you take the test.

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