STORAGE TECHNOLOGY CORP
FORM OF EXECUTIVE SEVERANCE AGREEMENT
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>3
<FILENAME>exh10-32.txt
<DESCRIPTION>FORM OF EXECUTIVE SEVERANCE AGREEMENT
<TEXT>
                                                                   EXHIBIT 10.32

                                [STORAGETEK LOGO]

                          EXECUTIVE SEVERANCE AGREEMENT


This Severance Agreement (the "Agreement") is entered into as of               ,
                                                                 --------------
2002 (the "Effective Date") by and between Storage Technology Corporation (the
"Company"), a Delaware corporation, and                        (hereinafter,
                                        ----------------------
"you" or "your") and sets forth the terms and conditions of your severance
arrangements with the Company. Previously, you and the Company entered into the
following documents concerning your employment with the Company: (i)
                   dated               ; (ii)                    dated
------------------       --------------       ------------------
              ; (iii)                    dated               ; and (iv)
--------------        ------------------       --------------
                   dated               . This Severance Agreement shall replace
------------------       --------------
and supersede the aforementioned in their entirety and any other prior
agreements, arrangements and understandings, written or oral, between you and
the Company concerning any and all of your employment arrangements between you
and the Company, with the exception of the Proprietary Rights Agreements,
Relocation Assistance Payback Agreement and Hiring Bonus Payback Agreement. This
Severance Agreement and the mutual covenants and agreements contained herein
shall represent the entire agreement and understanding between the parties
hereto relating to your employment with the Company.

 1.      Termination of Employment, Severance Benefits.
         a. Involuntary Termination. If your employment terminates as a result
         of an Involuntary Termination, as defined in Section 6 below, you shall
         be entitled to receive: a severance payment equal to one (1) times your
         Base Salary and one (1) times your Target Bonus, as defined in Section
         6 below, in effect for the year in which you are terminated, whether or
         not such bonus would otherwise be payable. You acknowledge and agree
         that with the exception of the severance payment referenced herein, you
         are not eligible or entitled to receive any other type of bonus payment
         by the Company, including any bonuses through the Management By
         Objective Bonus Program ("MBO Program") for the year in which you are
         terminated or any other period. Any severance payments to which you
         become entitled pursuant to this Section shall be paid to you (or your
         estate or beneficiary in the event of your death subsequent to your
         severance entitlement) in a lump sum by the later of: (i) thirty (30)
         calendar days after your Termination Date; (ii) the date on which you
         may no longer revoke the Settlement and Release Agreement substantially
         in the form attached hereto as Exhibit A; or (iii) the date on which
         payment of all tax withholding obligations under Section 5(a) are made


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         The foregoing notwithstanding, the Company shall have the right to
         withhold and/or defer any and all severance payments to which you are
         entitled pursuant to this Agreement, subject to the satisfaction of all
         tax withholding obligations, as set forth in Section 5(a) below

         b. Voluntary Resignation; Retirement, Death or Disability; Termination
         for Cause. If you (i) voluntarily resign from the Company; or (ii) if
         your employment terminates because of your Retirement, as defined in
         Section 6 below, death or Disability, as defined in Section 6 below; or
         (iii) if the Company terminates your employment for Cause, as defined
         in Section 6 below, then you shall not be entitled to receive any
         severance or other benefits except for those benefits, if any, as may
         then be established under then existing benefits plans at the time of
         your resignation or termination.

c.       Restricted Stock and Stock Options.
         ----------------------------------
(i)      LEAP Grants.  All stock options granted to you under the Company's 2001
         -----------
         Leveraged Equity Acquisition Program ("LEAP") shall vest and be
         exercisable, and the repurchase restrictions on the restricted stock
         granted to you under LEAP shall lapse as provided in the "Supplement
         dated March 30, 2001, to the S-8 Prospectus dated November 1, 2000" for
         LEAP, and any amendment or supplement thereto issued by the Company
         after November 1, 2000.  Your  participation  in LEAP shall terminate
         effective as of your Termination Date. As to stock options and
         restricted  stock granted to you on February 15, 2002, stock options
         shall vest and restrictions on restricted stock shall lapse upon an
         Involuntary Termination due to a Reduction-In-Force (as defined in the
         Company's Amended and Restated 1995 Equity Participation Plan) within
         twenty-four (24) months following a Change of Control.

(ii)     Non-LEAP Grants. Unless otherwise determined by the Company's Board of
         ---------------
         Directors, the Human Resources and Compensation Committee of the Board
         of Directors or any other authorized committee of the Board of
         Directors (the "Board") with respect to stock awards granted after the
         Effective Date, as evidenced in writing in any equity incentive plan,
         equity incentive program documents or stock option or restricted stock
         agreements or amendment to this Agreement approved by the Board, except


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<PAGE>

         as otherwise provided in Section 1(c)(i) with respect to stock options
         and restricted stock granted under LEAP or other specified grants:
         1. Upon an Involuntary Termination within twenty-four (24) months
            following a Change of Control under Section 6(d)(ii) of this
            Agreement: (A) all of your then outstanding and unvested stock
            options, regardless of the date of grant, shall become fully vested,
            effective as of the Termination Date, and remain exercisable for
            ninety (90) days following your Termination Date or such other
            period, if any, as specifically provided in the Company's stock plan
            pursuant to which the options were granted to you (but in no event
            beyond the original expiration date of the stock options); and
            (B) the Company's right to purchase all of your then outstanding
            shares of restricted stock, regardless of the date of grant, shall
            lapse and all of your shares of restricted stock shall fully vest as
            of the Termination Date.
         2. Upon an  Involuntary Termination other than within twenty-four (24)
            months following a Change of Control under Section 6(d)(ii) of this
            Agreement: (A) all of your then outstanding stock options,
            regardless of the date of grant, which are not already vested as of
            your Termination Date shall expire, effective as of your Termination
            Date and may not be exercised by you; and those stock options which
            are already vested as of the Termination Date will remain
            exercisable for ninety (90) days following such Termination Date, or
            such other period, if any, as may be specifically provided in the
            Company's equity incentive plans or stock option agreements pursuant
            to which such grants were made (but in no event beyond the original
            expiration of the stock options); (B) the Company's right to
            purchase all of your then outstanding shares of restricted stock,
            regardless of the date of grant, shall lapse and all of your shares
            of restricted stock shall fully vest as of the Termination Date.

(iii)    No Other Accelerated Vesting. Except as provided in this Section 1(c),
         ----------------------------
         all stock options granted to you which are not already vested as of
         your Termination Date shall expire, effective as of your Termination
         Date and may not be exercised by you; and all shares of restricted


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<PAGE>

         stock granted to you for which the repurchase restrictions have not
         already lapsed as of the Termination Date shall be repurchased by the
         Company at a repurchase price set forth in the applicable restricted
         stock agreement (which, generally, is) $.10 per share of Common Stock,
         and will not vest or be released to you.

(iv)     Stock Plans Continue to Apply; Repurchase of Restricted Stock upon
         ------------------------------------------------------------------
         Certain  Events.  All stock options and restricted stock shall  remain
         ---------------
         subject to the terms and conditions of the Company's applicable stock
         plans, including, without limitation, Section 11.5(f) of the Company's
         Amended and Restated 1995 Equity Participation Plan (the "1995 Stock
         Plan"), as such plans are amended or adopted from time to time, and
         related stock option or restricted stock agreements, under which such
         awards were granted.  This Agreement shall not apply to the Company's
         Amended and Restated 1987 Employee Stock Purchase Plan, or any
         successor employee stock purchase plan of the Company for purposes of
         Section 423 of the Internal Revenue Code of 1986, or any stock issued
         under any such plan. Section 4 of this Agreement addresses the
         applicability of this Section 1(c) to the equity awards made by a
         successor entity to the Company.

(v)      Status as an "Incentive Stock Option". If in the future any stock
         -------------------------------------
         options subject to accelerated vesting under this Plan are issued as
         "incentive stock options" (ISOs) under Section 422 of the Internal
         Revenue Code of 1986, as amended ("Code"), the Company makes no
         representations or warranties concerning the continued status of such
         stock options as ISOs following an Eligible Employee's Termination
         Date.

         d. Employee Benefits. Your insurance benefits (medical, dental,
            -----------------
         long-term disability, accidental death and dismemberment and life
         insurance) will cease on the Termination Date, or on the date specified
         in the applicable plan or policy. To the extent permitted by the
         federal COBRA law, applicable state laws, and the insurance policies
         and rules applicable to Company, you will be eligible to continue your
         Company health insurance benefits in effect when you terminate. Should
         you be enrolled in the Company plan at the time of termination and
         elect continuation coverage under COBRA, Company agrees to pay directly
         to you the cash equivalent of three (3) months of COBRA premiums for
         the continuation of the same type of group health benefits in which you
         were enrolled immediately prior to the Termination Date. Employee will


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<PAGE>

         be responsible for completing the COBRA benefits continuation notice
         and any additional documentation and will be solely responsible for the
         payment of all COBRA premiums. All other Company sponsored benefit
         plans, including but not restricted to, 401(k), life and disability
         insurance, deferred compensation, paid time off benefits, the Medical
         Expense Reimbursement Program, automobile expense reimbursement and
         vacation benefits will terminate on your Termination Date, or on the
         date specified in the applicable plan or policy. Payouts from the
         deferred compensation and 401(k) will be controlled by the plan
         documents and conversion rights and cash value of life insurance by the
         plan document as stated. Per Section 5(a) below, Company shall have the
         right to withhold any and all payment of taxes and penalties imposed
         under your deferred compensation and/or 401(k) plans.

2.       Limitation  on Payments.  In the event that the severance and other
         -----------------------
         benefits provided for in this Agreement or otherwise payable to you (i)
         would constitute "parachute payments" within the meaning of Section
         280G of the Internal Revenue Code of 1986, as amended (the "Code") and
         (ii) but for this Section, would be subject to the excise tax imposed
         by Section 4999 of the Code, then such severance and other benefits
         shall be either (i) delivered in full, or (ii) delivered as to such
         lesser extent which would result in no portion of such severance and
         other benefits being subject to excise tax under Section 4999 of the
         Code, whichever of the foregoing amounts, taking into account the
         applicable federal, state and local income taxes and the excise tax
         imposed by Section 4999, results in the receipt by you on an after-tax
         basis, of the greatest amount of benefits, notwithstanding that all or
         some portion of such benefits may be taxable under Section 4999 of the
         Code.  Unless you and the Company agree otherwise in writing, any
         determination required under this Section shall be made in writing by
         the Company's  independent public accountants (the  "Accountants").
         Such determination shall be conclusive and binding upon you and the
         Company for all purposes.  For purposes of making the calculations
         required by this Section, the Accountants may make reasonable
         assumptions and approximations concerning applicable taxes and may rely
         on reasonable, good faith interpretations concerning the application of
         Sections 280G and 4999 of the Code. You and the Company shall furnish
         to the Accountants such information and documents as the Accountants
         may reasonably request in order to make a determination under this
         Section.  The Company shall bear all costs the Accountants may
         reasonably incur in connection with any calculations contemplated by
         this Section.

3.       Non-Competition and Non-Solicitation. You acknowledge that while you
         ------------------------------------
         were employed with Company, you were a member of executive and
         management personnel at the Company. You further acknowledge that


                                       5
<PAGE>

         during your employment at Company, you were privy to extremely
         sensitive, confidential and valuable commercial information, and trade
         secrets belonging to the Company, the disclosure of which information
         and trade secrets would greatly harm the Company. As a reasonable
         measure to protect the Company from the harm of such disclosure and use
         of its information and trade secrets against it, the parties agree to
         the following as part of this Agreement:

         a. Non-Competition Covenant. You agree and acknowledge that for a
            ------------------------
         period of twelve (12) months following your Termination Date, you will
         not directly or indirectly engage in (whether as an a employee,
         consultant, proprietor, partner, director, officer or otherwise), or
         have any ownership interest in, or participate in the financing,
         operation, management or control of, any person, firm, corporation,
         partnership, joint venture or other business entity that engages in any
         business that is the same, similar to, or in competition with any
         product, service, or process that was marketed, sold under development,
         or developed by Company during your employment with Company. The
         parties agree that no more than 1% of the outstanding voting stock of a
         publicly traded company or any stock owned by you as of the Termination
         Date shall not constitute a violation of this paragraph. You further
         agree and acknowledge that because of the nature and type of business
         that Company engages in, the geographic scope of this covenant shall
         include all counties, cities and states of the United States, and any
         and all other countries, territories, regions, cities, localities, in
         which Company conducts business, and that such a geographic scope is
         reasonable. Nothing in this paragraph 3(a) should be construed to
         narrow your obligations imposed by any other provision herein, and
         other agreement, law or other source.

         b. Non-Solicitation Covenant. You acknowledge and agree that
            -------------------------
         information regarding employees, contractors and/or consultants of
         Company is confidential information, including without limitation, the
         names of Company employees, contractors and consultants; information
         regarding the skills and knowledge of employees, contractors and
         consultants of Company; information regarding any past, present, or
         intended compensation benefits, policies and incentives for employees,
         contractors and consultants of Company; and information regarding the
         management, policies, and reporting structure of the Company. You agree
         that you will not, individually or with others, directly or indirectly
         (including without limitation, individually or through any business,
         venture, proprietorship, partnership, or corporation in which they
         control or own more than a 1% interest, through any agents, through any
         contractors, through recruiters, by their successors, by their
         employees, or by their assigns) recruit or solicit any Company
         employee, contractor and consultant or induce any employee, contractor


                                       6
<PAGE>

         and consultant of the Company to leave the Company for a period of
         eighteen (18) months from your Termination Date.

         c. You and the Company agree that no disparaging or harmful comments
         will be made publicly or privately that could injure or harm the
         reputation of you or the Company.

         d. You agree that if you breach the covenants contained in this
         Section, you will forfeit your right to receive any severance benefits
         under this Agreement. Further, you agree that if any severance payments
         have been paid to you, the total amount of such payments shall be
         returned and paid to the Company promptly upon the Company notifying
         you of such breach. Nothing contained in this section (d) shall
         preclude injunctive relief.

         e. You agree that the Company would suffer an irreparable injury if you
         were to breach the covenants contained in this Section and that the
         Company would by reason of such breach or threatened breach be entitled
         to injunctive relief in a court of appropriate jurisdiction and you
         hereby stipulate to the entering of such injunctive relief prohibiting
         you from engaging in such breach.

         f. If any of the restrictions contained in this Section shall be deemed
         to be unenforceable by reason of the extent, duration or geographical
         scope or other provisions thereof, then the parties hereto contemplate
         that the court shall reduce such extent, duration, geographical scope
         or other provision hereof and enforce this Section 3 in its reduced
         form for all purposes in the manner contemplated hereby.

         g. You agree that the Company may inform your prospective and future
         employees of your obligations under this Section of the Agreement.

4.       Successors.
         ----------
         a. Company's Successors. Any successor to the Company (whether direct
            --------------------
         or indirect and whether by purchase, lease, merger, consolidation,
         liquidation or otherwise) to all or substantially all of the Company's
         business and assets shall assume the obligations under this Agreement
         and agree expressly to perform the obligations under this Agreement in
         the same manner and to the same extent as the Company would be required
         to perform such obligations in the absence of a succession. For all
         purposes under this Agreement, the term "Company" shall include any
         successor to the Company's business and assets which executes and


                                       7
<PAGE>

         delivers the assumption agreement described in this Section or which
         becomes bound by the terms of this Agreement by operation of law. The
         provisions in this Agreement for the accelerated vesting of stock
         options and the lapse of repurchase rights for restricted stock are
         inapplicable to awards made by a successor entity subsequent to the
         Change of Control as well as to stock options and restricted stock that
         are outstanding prior to a Change of Control and which have been
         assumed or substituted for the successor entity as part of the Change
         of Control, unless the successor so provides.

         b. Employee's Successors.  The terms of this Agreement and all your
            ---------------------
         rights hereunder shall inure to the benefit of, and be enforceable by,
         your personal or legal representatives, executors, administrators,
         successors, heirs, devisees and legatees.

5.       Miscellaneous Provisions.
         ------------------------
         a. Withholding. Severance payments to which you become entitled
            -----------
         pursuant to this Agreement, including the accelerated vesting of
         restricted stock or the exercise of stock options, as well as cash and
         stock distributions under Company stock or deferred compensation plans
         to which you become entitled as a result of termination of employment,
         may be subject to tax withholding requirements of fiscal authorities,
         including the Internal Revenue Service and State, local or
         international tax agencies. The Company will withhold federal, state,
         local and foreign income and employment taxes, as applicable, from any
         cash payments.

         You are responsible for satisfying the withholding obligations
         associated with vesting of restricted stock or the exercise of stock
         options in a timely manner under any method permitted by the Company,
         which may include satisfaction of the required tax withholding from the
         cash amounts distributed hereunder, the use of personal funds, the sale
         of stock through a broker-assisted exchange or otherwise, or any other
         method satisfactory to the Company. You acknowledge that the Company
         may delay or defer the distribution of these severance payments or
         other benefits upon termination of employment until such time as these
         withholding obligations are satisfied in full.

         b. If you are indebted to the Company at your Termination Date, the
         Company reserves the right to offset any cash severance payments under
         this Agreement by the amount of such indebtedness subject to applicable
         law, and you agree to provide appropriate written consents to the
         Company for such offset if so requested. If the amount of cash
         severance is insufficient to pay your indebtedness to the Company, the
         Company may repurchase restricted stock from you with a value


                                       8
<PAGE>

         sufficient to satisfy any remaining indebtedness and/or continue to
         hold any restricted shares or shares issued upon exercise of any
         outstanding stock options held by you until the debt has been paid in
         full.

         c. Confidentiality Agreement. As a condition of your employment, you
            -------------------------
         have executed the Company's standard form Proprietary Rights Agreement
         or any other confidential inventions and trade secrets agreement. You
         hereby reaffirm that during your employment with the Company and
         thereafter you did and will comply with all provisions of such
         agreement and agree that you will enter into such modifications or
         amendments thereof as the Company may reasonably request from time to
         time. If the terms contained in the Proprietary Rights Agreement
         conflict with any of the terms contained in Section 3 of this
         Agreement, the broader of the two provisions shall control.

         d. Notice.  Any notice required to be given under this Agreement shall
            ------
         be given in writing, either by personal delivery or by causing such
         written notice to be mailed, first class postage prepaid, in the United
         States mail, to the parties at the addresses set forth below, or at
         such other address for a party as shall be specified by like notice,
         provided that notices of change of address shall be effective only upon
         receipt thereof.

            Company:      Storage Technology Corporation
                          One StorageTek Drive
                          Louisville, Colorado 80028
                          Attention:  General Counsel
                          Attention: Corporate Vice President Human Resources

            Your Address:                           (Name)
                          -------------------------
                                                    (Address)
                          -------------------------
                                                    (City, State & Zip Code)
                          -------------------------

         e. Amendment or  Modification.  This Agreement may not be amended or
            --------------------------
         modified and no provision shall be waived unless agreed to in writing
         and signed by you and the Company.  No waiver by either party of any
         breach of this Agreement shall be deemed a waiver of any other
         provision or condition at another time.

         f. Non-Publication.  The  parties mutually agree not to disclose
            ---------------
         publicly the terms of the Agreement except to the extent such
         disclosure is mandated by applicable law.

                                       9
<PAGE>

         g. Assignment. The rights of any person to payments or benefits under
            ----------
         this Agreement shall not be made subject to option or assignment,
         either by voluntary or involuntary assignment or by operation of law,
         including (without limitation) bankruptcy, garnishment, attachment or
         other creditor's process, and any action in violation of this Section
         shall be void. The Company may assign its rights under this Agreement
         to an affiliate.

         h. Governing  Law.  This Agreement is entered into in accordance with,
            --------------
         and shall be interpreted pursuant to the provisions of, the laws of the
         State of Colorado.

         i. Arbitration. Any controversy or claim arising between you and the
            -----------
         Company including, without limitation, any claims, demands or causes of
         action alleging wrongful discharge; unlawful discrimination based on
         sex, age, race, national origin, disability, religion or other unlawful
         basis; breach of contract; or any claims seeking damages under any
         federal, state or local law, rule, regulation or common law theory; but
         excluding any claims by you for worker's compensation or unemployment
         compensation, and excluding any claims by the Company for injunctive
         relief (for instance, for breach of confidentiality, breach of a
         covenant not to compete, violation of trade secrets, or unfair
         competition), shall be resolved by final and binding arbitration. By
         signing below, you voluntarily waive any right to submit claims to a
         judge or jury in either state or federal court. The arbitration shall
         be held in Denver, Colorado, or elsewhere by mutual agreement. The
         selection of the arbitrator and procedure shall be governed by the
         Employment Arbitration Rules of the American Arbitration Association,
         as amended. The arbitrator shall be someone with a minimum seven years
         of employment law background and from the AAA Commercial Arbitration
         Panel or, if both parties agree the Judicial Arbiters Group. The
         arbitrator shall apply the applicable substantive law to any claim; for
         any state law claim or damages issues, the law of Colorado shall
         govern, including but not limited to the provisions of C.R.S. Sections
         13-21-102(5). Upon your request, copies of C.R.S. Sections 13-21-102(5)
         and the above referenced Rules of the American Arbitration Association,
         as amended will be provided to you. Any court having jurisdiction may
         enter judgment upon an award rendered by arbitration. The Parties agree
         that the prevailing party in any arbitration shall be awarded its
         reasonable attorney's fees and costs to the extent provided by law. The
         Company will pay the cost normally associated with the arbitration,
         including the arbitrator's fee and any fee for a hearing facility.
         Notwithstanding anything contained in this Section 5(i), the Company
         shall be free to pursue injunctive relief against you for violation of
         Section 3 of this Agreement and/or the terms of your Proprietary Rights
         Agreement with the Company.


                                       10
<PAGE>


         j. Severability.  If any provision of this Agreement shall be held to
            ------------
         be invalid or unenforceable, such invalidity or unenforceability shall
         not affect or impair the validity or enforceability of the remaining
         provisions of this Agreement, which shall remain in full force and
         effect in accordance with their terms.

         k. Entire Agreement.  This Agreement, together with the other
            ----------------
         agreements referenced herein, embody the entire agreement between the
         parties relating to the subject matter hereof, and supersede all
         previous agreements or understandings, whether oral or written.

         l. Knowledge and Representation. By signing below, you acknowledge that
            ----------------------------
         the terms of this Agreement have been fully explained to you, that you
         understand the nature and extent of the rights and obligations provided
         under this Agreement, and that you have been encouraged to and have had
         an opportunity to consult legal counsel prior to signing this
         Agreement.

         m. Payback Agreements. As a condition of your employment, you have
            ------------------
         executed the Company's standard form of Relocation Assistance Payback
         Agreement and/or Hiring Bonus Payback Agreement. You hereby reaffirm
         that during your employment with the Company and thereafter you did and
         will comply with all provisions of such agreement and agree that you
         will enter into such modifications or amendments thereof as the Company
         may reasonably request form time to time. The defined term "for cause"
         as referenced in the Payback Agreements shall have the same meaning as
         defined in this Agreement (Section 6(a)).

6.       Certain Defined Terms.
         a. Cause.  "Cause" means any of the following: (i) failure to perform
            -----
         your duties and responsibilities as an executive of the Company which
         is not cured by you within sixty (60) days after written notice
         thereof; (ii) your willful breach of any written agreement between you
         and the Company; (iii) gross negligence or dishonesty in the
         performance of your duties; (iv) your willful violation of any of the
         Corporate Policies and Practices as in effect from time to time;
         (v) your engaging in conduct or activities that materially conflict
         with the interests of or injure the Company, or materially interfere
         with your duties owed to the Company as such is determined in the sole
         and complete discretion of the Company; (vi) your willful failure to
         perform lawful duties assigned to you by your manager; and (vii) your
         conviction of a felony in any criminal proceeding (or entering into a
         plea bargain admitting criminal guilt, including any plea to any
         offense for which a deferred sentence or prosecution is received)
         regardless of whether the conduct for which you are convicted is work
         related.

                                       11
<PAGE>

         b. Change of Control.  "Change of Control" means the occurrence of any
            -----------------
         of the following events:
                  (i) The acquisition by any "person" (as such term is used in
                  Sections 13(d) and 14(d) of the Securities Exchange Act of
                  1934, as amended), other than the Company or a person that
                  directly or indirectly controls, is controlled by, or is under
                  common control with, the Company, of the "beneficial
                  ownership" (as defined in Rule 13d-3 under said Act), directly
                  or indirectly, of securities of the Company representing fifty
                  percent (50%) or more of the total voting power represented
                  by the Company's then outstanding voting securities; or
                  (ii) A merger or consolidation of the Company with any other
                  corporation, other than a merger or consolidation which would
                  result in the voting securities of the Company outstanding
                  immediately prior thereto continuing to represent (either by
                  remaining outstanding or by being converted into voting
                  securities of the surviving  entity [including the parent
                  corporation of such surviving  entity]) at least fifty percent
                  (50%) of the total voting power represented by the voting
                  securities of the Company or such surviving entity outstanding
                  immediately after such merger or consolidation, or the
                  approval by the stockholders of the Company of a plan of
                  complete liquidation of the Company, or the sale or
                  disposition by the Company of all or substantially all the
                  Company's assets.

         c. Disability. "Disability" means that you have been unable to
            ----------
         substantially perform your duties under this Agreement as the result of
         your incapacity due to physical or mental illness for a period of
         twenty-six (26) weeks, consecutive or otherwise, after its commencement
         as such is determined in the sole and absolute discretion of the
         Company. This definition is for purposes of this agreement only and
         does not address Company short term or long-term benefit policies.

         d. Involuntary Termination. "Involuntary Termination" means any of the
            -----------------------
         following: (i) involuntary termination of your employment by the
         Company which is not effected for Cause; (ii) during the twenty-four
         (24) month period following a Change of Control, involuntary
         termination of your employment by the Company or its successor company
         for any reason other than for Cause; (iii) the failure of the Company
         to obtain the assumption of this Agreement by any successors
         contemplated in Section 4 above; and (iv) any voluntary termination
         initiated by you as a result of and within thirty (30) days following a
         material reduction in your Base Salary or Target Bonus opportunity, as
         in effect immediately prior to such reduction, where a material


                                       12
<PAGE>

         reduction shall be deemed to be a reduction of greater than fifteen
         percent (15%) of your most recent Base Salary or Target Bonus
         opportunity amount that would have been payable prior to any such
         reduction. Involuntary Termination excludes termination of employment
         due to your Retirement, death, Disability or voluntary resignation
         (except as described from the Company, as those capitalized terms are
         defined herein).

         e. Retirement.  "Retirement" means any termination of employment that
            ----------
         is deemed to be a "Retirement"  by a resolution of the Board of
         Directors, or any termination of employment made at your request if, as
         of the date of such termination, you (a) are age 62 or older and
         (b) have, at the time of such termination, been employed by the Company
         or any affiliated corporation for six years or more, with no break in
         such employment of longer than one year.

         f. Termination Date.  "Termination Date" means any of the following:
            ----------------
         (i) the date on which the Company terminates your employment; (ii) in
         the event employment ends by reason of your death, the date of death;
         and (iii) in the event your employment is terminated by you, the date
         on which you notify the Company of your termination of employment or
         such effective date as you and the Company may agree.

         g. Target Bonus.  "Target Bonus" means your eligibility to receive a
            ------------
         bonus under the terms and conditions of the MBO Program as approved by
         the Board and/or the Human Resources and Compensation Committee of the
         Board, based upon the achievement of pre-established financial and
         other performance goals.

                                       13
<PAGE>

         IN WITNESS WHEREOF, each of the parties has executed this Agreement, in
the case of the Company by its duly authorized officer or representative, as of
the day and year first above written.


STORAGE TECHNOLOGY CORPORATION



By:
         -------------------------------

Title:
         -------------------------------

EXECUTIVE:



By:
         -------------------------------





                                       14
<PAGE>



                                    EXHIBIT A

                             SETTLEMENT AND RELEASE


1. In exchange for payment of severance in the form of salary (in the amount of
$        ) and bonus (in the amount of $       ), less required deductions and
 --------                               -------
applicable withholdings to                       ("Employee"), by Storage
                           ---------------------
Technology Corporation ("Company") and other good and valuable consideration,
Employee hereby irrevocably and unconditionally releases and discharges the
Company, its past and present subsidiaries, divisions, officers, directors,
agents, employees, successors, and assigns (separately and collectively,
"releasees") jointly and individually, from any and all claims, known or
unknown, which he/she, his/her heirs, successors or assigns have or may have
against releasees and any and all liability which releasees may have to him/her
whether denominated claims, demands, causes of action, obligations, damages, or
liabilities arising from any and all bases, however denominated, including but
not limited to,

                  (a) any and all claims or demands, directly or indirectly,
relating to or arising out of Employee's employment relationship with the
Company, the termination of that relationship, salary, bonuses, commissions,
stock, stock options, or any ownership interest in the Company, vacation pay,
personal time off, fringe benefits, expense reimbursements, or any other form of
compensation;

                  (b) any and all claims for wrongful discharge of employment;
termination in violation of public policy; discrimination; harassment;
retaliation; breach of contract, both express and implied; breach of a covenant
of good faith and fair dealing, both express and implied; promissory estoppel;
negligent or intentional infliction of emotional distress; negligent or
intentional misrepresentation; negligent or intentional interference with
contract or prospective economic advantage; unfair business practices;
defamation; libel; slander; negligence; personal injury; assault; battery;
invasion of privacy; false imprisonment; conversion; workers' compensation and
disability benefits;

                  (c) any and all claims for violation of any federal, state or
municipal statute, including, but not limited to, the Colorado
Anti-Discrimination Act; the Americans with Disabilities Act; Title VII of the
Civil Rights Act of 1964, as amended; the Civil Rights Act of 1991; the Civil
Rights Acts of 1866 and 1871; attorney's fees, costs and other expenses under
Title VII of the Federal Civil Rights Act of 1964, as amended, or any other
statute, agreement or source of law; the Age Discrimination in Employment Act;
the Equal Pay Act; the Fair Labor Standards Act; the Family and Medical Leave
Act; the National Labor Relations Act; the Occupational Safety and Health Act;
the Rehabilitation Act; Executive Order 11246; the Colorado Labor Peace Act; the
Colorado Wage Claim Act; the Colorado Constitution; the Worker Adjustment and
Retraining Notification Act; the Employee Retirement Income Security Act of
1974; and the Labor Peace Act;

                  (d) any and all claims for violation of federal, or any state,
constitution, law or statute;

                  (e) any and all claims arising out of any other laws and
regulations relating to employment or employment discrimination; and

                  (f) any and all claims for attorneys' fees and costs.

2. Employee acknowledges that he/she is over the age 40, and therefore has
special rights under a federal law known as the Age Discrimination in Employment
Act of 1967 ("ADEA"), as amended by the Older Workers Protection Act. Employee
has a right to be free from age discrimination in all aspect of his/her
employment relationship. Employee understands that he/she is giving up the right
to sue the Company for age discrimination by signing this Agreement. Employee


                                       15
<PAGE>

acknowledges that by signing this waiver and release that Employee is knowingly
and voluntarily waiving and releasing any rights he/she may have under the ADEA.
Employee agrees that this waiver and release does not apply to any rights or
claims that may arise under the ADEA after the Effective Date of this Agreement.
Employee acknowledges that the consideration given for this waiver and release
is in addition to anything of value to which Employee was already entitled.
Employee further acknowledges that he/she has been advised by this writing as
required by the ADEA that:

                  (a) he/she has the right to and is advised to consult with an
attorney prior to executing this Agreement;
         -----

                  (b) he/she has twenty-one (21) days within which to consider
this  Agreement (although he/she may choose to execute this Agreement earlier);

                  (c) he/she has seven (7) days following the execution of this
Agreement to revoke the Agreement after which time, the Company shall promptly
pay to Employee the Consideration set forth above and implement the forgiveness
of the amounts set forth in the Full Consideration; and

                  (d) this Agreement shall not be effective until the revocation
period has expired.

3.  Employee  agrees that this Release  shall be governed by federal law and the
internal  laws of the State of  Colorado,  irrespective  of the choice of law or
rules of any state.

ACKNOWLEDGMENT:
--------------

Employee's signature below acknowledges that this Agreement is executed
voluntarily and without any duress or undue influence on the part or behalf of
the Parties hereto, with the full intent of releasing all claims. Employee
further acknowledges that he/she has read this document fully, that he/she
understands and agrees to its contents, that he/she understands that it is a
legally binding document, and that he/she has been advised to consult a lawyer
of his choosing before signing this Release, and has had the opportunity to do
so.



--------------------------                  -----------------------------------
Date                                              EMPLOYEE



This Release presented to Employee on                           .
                                      --------------------------



                                       16

</TEXT>
</DOCUMENT>
