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Published: 2008-03-26

Employment Agreement - Storage Technology Corp. and Alain Andreoli










                         STORAGE TECHNOLOGY CORPORATION

                              Employment Agreement

                                 January 1, 2000









G:\legal\ljs\emp-ag1.frm                                          StorageTek
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                     CORPORATE OFFICER EMPLOYMENT AGREEMENT


This Corporate Officer Employment Agreement (the 'Agreement') is entered into as
of January 1, 2000 (the  'Effective  Date') by and  between  Storage  Technology
Corporation  (the  'Company'),  a  Delaware  corporation,   and  Alain  Andreoli
(hereinafter,  'you' or 'your') and sets forth the terms and  conditions of your
employment  with the  Company.  Previously,  you and the Company  entered into a
letter  agreement  dated January 7, 2000  concerning  your  employment  with the
Company (the 'Letter  Agreement').  This Agreement shall  supplement that Letter
Agreement.  However,  wherever there may be a conflict between the terms of this
Agreement  and the Letter  Agreement,  the terms of the Letter  Agreement  shall
prevail. All prior agreements,  other than the Letter Agreement, between you and
the Company  concerning  your employment with the Company are superseded by this
Agreement  and shall  henceforth  be null and  void.  In  consideration  of your
employment by the Company on the terms and conditions  set forth below,  and the
mutual covenants and agreements  contained herein,  you and the Company agree as
follows:

      1. Position. You will be employed full-time by the Company in the position
of Corporate  Vice  President,  International  Operations,  Global  Services and
E-Business of the Company,  which is an executive and management level position,
initially  reporting  to David Weiss,  the  Chairman,  President  and CEO of the
Company.  During your  employment,  you shall devote your entire  working  time,
attention  and energies to the business of the Company and shall be bound by the
Company?s  Corporate  Policies and  Practices  from time to time in effect.  You
shall not engage in any other business or personal  activity or activities  that
require  services by you that may conflict with the proper  performance  of your
duties hereunder.

      2.    Certain Defined Terms.








            a. Cause. ?Cause? means any of the following: (i) willful failure to
perform your duties and responsibilities as an officer of the Company; (ii) your
willful breach of any provision of this Agreement;  (iii) your willful breach of
any other written agreement  between you and the Company;  (iv) gross negligence
or  dishonesty in the  performance  of your duties  hereunder;  (v) your willful
violation of any of the Corporate  Policies and Practices as in effect from time
to time; (vi) 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;  (vii)  your  refusal to comply  with or  material
neglect of instructions  received from your manager;  and (viii) your conviction
(including any plea of guilty or nolo contendere) for a felony.

            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  thirty-five percent (35%) 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  weeks,
consecutive  or  otherwise,  after  its  commencement.  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)  termination  of your  employment  by the  Company  which is not
effected for Cause;  (ii)  termination  of your  employment  with the Company by
reason of your death or Disability;  (iii) during the  twenty-four  month period
following a Change of Control,  termination  of your  employment  for any reason
other than for Cause;  (iv) the failure of the Company to obtain the  assumption
of this  Agreement  by any  successors  contemplated  in Section  10 below;  (v)
without  your  express  written  consent,  your  relocation  to a facility  or a
location more than 50 miles from your present office location; (vi) without your
express  written  consent,  a material  reduction in your Base Salary and Target
Bonus opportunity, stated as a percentage of your Base Salary, as defined below,
as in effect  immediately  prior to such reduction,  where a material  reduction
shall be deemed to be a cumulative  reduction  of greater  than fifteen  percent
(15%),  except as provided in Section 4 below;  or (vii)  without  your  written
consent, a significant reduction of your duties, authority, responsibilities.

       e. Termination Date.  'Termination Date' means any of the following:  (i)
the date on which the Company delivers to you a written notice of termination or
such later date as may be  specified in the notice of  termination;  (ii) in the
event  employment ends by reason of your death or Disability,  the date of death
or  determination  of  Disability;  and (iii) in the  event  this  Agreement  is
terminated by you, the date on which you deliver a written notice of termination
to the Company or such  effective  date as you and the  Company  may agree.  Any
notice of termination  shall specify the provision(s) in this Agreement  claimed
to provide a basis for termination.

 3. Base  Compensation.  For your services during your  employment,  the Company
will pay you a base salary at the  annualized  rate equal to $ 325,000.00.  Such
salary  shall  be paid  periodically  in  accordance  with  the  normal  payroll
practices of the Company in effect from time to time, less any withholding taxes
as set forth below. The amount of your base salary may be increased from time to
time during your  employment,  and may be reduced,  consistent with Section 2.d,
above, if the Board of Directors of the Company (?Board?) requires a decrease in
base salary for all corporate officers and business unit managers,  or as may be
mutually agreed upon by you and the Company (such  annualized base salary as may
be  adjusted  from  time to time is  referred  to in  this  Agreement  as  ?Base
Salary?).








 4. Incentive Bonuses. The Company currently maintains a Management By Objective
Bonus Program (the 'MBO  Program') as may be modified from time to time.  During
your  employment,  you shall be eligible to receive  bonuses under the terms and
conditions of the MBO Program  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. In particular,  you are
specifically  eligible to receive a bonus under the MBO Program  equal to 60% of
your Base Salary at the target level of  performance.  The amount of your target
bonus opportunity,  stated as a percentage of your Base Salary, may be increased
from  time to time  during  your  employment,  and may be  reduced  if the Board
requires a decrease in the target bonus  opportunity for all corporate  officers
and business  unit  managers,  or as may be mutually  agreed upon by you and the
Company  (such  annualized  target bonus as may be adjusted from time to time is
referred to in this  Agreement as ?Target  Bonus?).  Any payments  under the MBO
Program  shall be made in  accordance  with the  provisions  of,  and  under the
conditions  contained  in, the MBO  Program,  and may be  subject  to  achieving
pre-established individual performance goals. Failure to achieve your individual
performance goals may result in a reduced payment or no Target Bonus payment.

 5.    Termination of Employment; Severance Benefits.








            a.  Involuntary  Termination.  If your  employment  terminates  as a
result of an Involuntary Termination other than for Cause, you shall be entitled
to  receive a  severance  payment  equal to the sum of (i) one  times  your Base
Salary for the fiscal year then in effect, plus (ii) one times your Target Bonus
for the fiscal year then in effect, whether or not such bonus would otherwise be
payable (or, if no Target Bonus is in effect for such year,  the highest  Target
Bonus in the three preceding  fiscal years);  provided,  that in the event of an
Involuntary  Termination  upon a Change of  Control,  you shall be  entitled  to
receive a severance  payment  equal to the sum of (x) two times your Base Salary
for the  fiscal  year then in  effect,  plus (y) two times  your  Target  Bonus,
whether or not such bonus would  otherwise be payable (or, if no Target Bonus is
in effect for such year, the highest Target Bonus in the three preceding  fiscal
years).  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) in a lump sum within thirty  calendar days of your  Termination  Date and
shall be paid  contingent  upon your  execution and delivery to the Company of a
Settlement and Release  Agreement  substantially  in the form attached hereto as
Exhibit A.

            b. Restricted Stock and Stock Options. In the event you are entitled
to receive  severance  pursuant  to this  Section,  then,  in  addition  to such
severance,  all unvested stock options  granted to you under the Company's stock
option plans (or under any successor  company's  stock option plans) on or after
the Effective Date shall vest and become  exercisable in full, and the Company?s
right to repurchase any shares of restricted  stock  purchased  under any of the
Company?s  stock plans on or after the  Effective  Date shall  terminate and all
such stock shall become fully vested.

            c. Voluntary Resignation;  Termination For Cause. If you voluntarily
resign from the Company  (other than as an Involuntary  Termination),  or if the
Company  terminates your employment for Cause, 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.

            d. Notice of  Termination.  Any termination (of your employment with
the  Company  other  than by  reason  of your  Death  or  Disability)  shall  be
communicated  by a notice of termination  given to the other in accordance  with
the Notice Provisions of this Agreement. Such notice shall indicate the specific
termination  provision  in this  Agreement  relied  upon,  shall  set  forth  in
reasonable  detail  the facts and  circumstances  claimed to provide a basis for
termination under the provision so indicated,  and shall specify the Termination
Date.

      6.    Employee Benefit Programs.








            a.  You  shall  be  eligible  to  participate  in the  employee  and
executive  benefit  programs  maintained  by  the  Company,  including  (without
limitation) any qualified or non-qualified retirement plans or programs, savings
and profit-sharing plans, stock option, restricted stock and other equity plans,
bonus  plans,  deferred  compensation  plans,  life,  short-term  and  long-term
disability,  medical,  accident and other insurance programs,  paid vacations in
accordance with the policy for executive  officers as may be in effect from time
to time,  and similar  plans or programs,  subject in each case to the generally
applicable  terms and  conditions  of any such plan or  program  and to the sole
determination  of the Board,  or any committee of the Board,  or other committee
administering  such plan or program.  During your employment,  the Company shall
provide you with (i) an annual  reimbursement  for  financial and tax and estate
planning  expenses  incurred  by you in an amount  not to exceed 1% of your Base
Salary;  and (ii) the various  executive  officer  perquisites to the extent the
Company continues to offer them from time to time.

            b. Stock option,  restricted stock or other equity benefits, if any,
shall be  awarded  by the Board  pursuant  to the terms  and  conditions  of the
Company?s equity plans for employees, as may be in effect from time to time. The
Company?s 1995 Equity Participation Plan, as amended, provides that stock option
and stock  appreciation  rights may be subject to forfeiture and any option gain
may be payable by you to the Company  during a period  specified  in the plan in
the event you may engage in activities that are in competition  with the Company
following your termination.  You are encouraged to carefully review the terms of
the plan and any other equity plans that may be in effect from time to time, and
any stock option agreements in their entirety.








      7.  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.

      8.    Non-Compete; Non-Solicit.

            a. Each of the  parties  hereto  recognize  that your  services  are
special and unique and that the level of compensation  and the other  provisions
herein  for  compensation  and  benefits  are  partly  in  consideration  of and
conditioned  upon your agreement not to compete with the Company,  and that your
covenant not to compete or solicit as set forth in this Section during and after
your  employment  with the Company is essential to protect the business and good
will of the Company.








            b. You agree that during your  employment with the Company and for a
period ending twelve months following the Termination  Date, you will not either
directly or indirectly,  engage in any activity in competition with any product,
service or other activity of the Company (said competing  products,  services or
activities  to  be  determined  and  identified  at  the  Company?s   reasonable
discretion at the Termination Date, which competition will be defined to include
the design,  manufacture  or sale of products  and  services in markets that the
Company is either  actively  involved in or has expressed its positive intent to
enter into at the Termination  Date), or harmful or contrary to the interests of
the Company, including, but not limited to: accepting employment with or serving
as a consultant  or advisor or director to any employer  that is in  competition
with the Company or acting  against the interests of the Company;  or disclosing
or misusing any confidential, proprietary or material information concerning the
Company (such information  includes,  without limitation,  information regarding
the Company?s operations,  its products and services,  product designs, business
plans,  strategic  plans,  marketing and  distribution  plans and  arrangements,
customers, and financial statements,  budgets and forecasts, and employee names,
titles, compensation,  skills and performance);  or participating in any hostile
takeover attempt of the Company.

            c. You agree that for a period of twenty four months  following  the
Termination Date that you will not, either directly or indirectly: (i) induce or
attempt to influence  any employee of the Company to leave  his/her  employ with
the Company; (ii) solicit or encourage  then-current employees of the Company to
apply for  employment  with any person or entity with which you are  employed or
with which you intend to become employed, or in which you have or intend to have
a financial  interest,  as a consultant,  recruiter,  independent  contractor or
otherwise,  or in which you have a substantial  financial or equity interest; or
(iii)  provide to any other  person or entity the names of any  employee  who is
employed by the Company on the  Termination  Date. For purposes of this Section,
the term  'Company'  shall mean and  include  the  Company,  any  subsidiary  or
affiliate  of the  Company,  any  successor  to the  business of the Company (by
merger,  consolidation,  sale of  assets  or stock or  otherwise)  and any other
corporation or entity for which you may serve as a director, officer or employee
at the request of the Company or any successor of 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 paragraph (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 8 in its reduced  form for all purposes in the
manner contemplated hereby.

      9.    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  delivers the  assumption  agreement  described in this Section or
which becomes bound by the terms of this Agreement by operation of law.

            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.

      10.   Miscellaneous Provisions.

            a. Withholding. All payments to you pursuant to this Agreement shall
be subject to withholding  of all amounts  required to be withheld by applicable
Internal  Revenue  Service and State tax authorities by the Company and shall be
conditioned  upon  your  submission  of  all  information  or  execution  of all
instruments  necessary  to enable the  Company to comply  with such  withholding
requirements.








            b. 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 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.

            c. Stock  Ownership  Guidelines.  During  your  employment  with the
Company,  you  agree  to  comply  with the  corporate  officer  stock  ownership
guidelines  approved  by the  Board or any  committee  of the  Board,  as may be
amended from time to time.

            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

                        Alain Andreoli
                        14 Esmond Road
                        Bedford Park, London

            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.  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.

            g.    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.

            h. 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). Judgment upon
an  award  rendered  by an  arbitration  may  be  entered  by any  court  having
jurisdiction.  The  Company  will  pay the  cost  normally  associated  with the
arbitration,  including the arbitrator?s fee and any fee for a hearing facility.
Following  resolution  of all  claims  between  the  parties  in an  arbitration
proceeding, if the arbitrator so determines, the Company shall reimburse you for
all  reasonable  legal fees and expenses that you incurred in connection  with a
successful claim to enforce your rights under this Agreement.








            i. 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.

            j.  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.

            k. 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.







      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:                        _______________________________


ALAIN ANDREOLI:











                                    EXHIBIT A

                             SETTLEMENT AND RELEASE


1.   In exchange for payment of salary (in the amount of  ________)  and bonus
     (in the amount of  _________)  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, any claims of discrimination  under the Age
     Discrimination  in  Employment  Act ('ADEA'),  the Older Workers  Benefit
     Protection  Act, the  Rehabilitation  Act, the Family  Medical Leave Act,
     the Americans  with  Disabilities  Act, Title VII of the Civil Rights Act
     of 1964,  the Civil  Rights  Act of 1991 or any  federal  or state  civil
     rights act,  claims for wrongful  discharge,  breach of contract,  or for
     damages under any other federal,  state or local law, rule or regulation,
     or common law under any  theory;  provided,  however,  that this  release
     does not affect (1) any claims for  benefits  which have  vested or shall
     vest on or before  the  effective  date of this  Settlement  and  Release
     (?Release?)  under any of the Company's benefit plans; (2) any claims for
     indemnification  for acts of Employee which have occurred or may occur as
     an officer or employee of the Company;  or (3) any claims which may arise
     after the execution of this Release.  This release  specifically  excepts
     any claim Employee may wish to make for  unemployment  compensation,  and
     the  Company  agrees  not to  contest  any  claim  made by  Employee  for
     unemployment  compensation.  This  release is for any  relief,  no matter
     how  denominated,  including,  but not limited  to, back pay,  front pay,
     compensatory   damages,   punitive  damages,  or  damages  for  pain  and
     suffering.  Employee  further  agrees that he/she will not file or permit
     to  be  filed  on  his/her  behalf  any  such  claim,   will  not  permit
     himself/herself  to be a member of any class seeking  relief  against the
     releasees  and will not  counsel or assist in the  prosecution  of claims
     against  the   releasees,   whether   those   claims  are  on  behalf  of
     himself/herself  or others,  unless  he/she is under a court  order to do
     so.








2.   Employee  agrees that by signing  this  Release,  he/she is giving up the
     right  to sue  for  age  discrimination,  and  that  under  this  Release
     Employee  shall  receive  consideration  to which he/she is not otherwise
     entitled,  and would not receive but for his/her  release of rights under
     the ADEA.  Employee  has up to  twenty-one  (21) days after  delivery  of
     this Release to consider  whether to sign this Release.  Employee  agrees
     that,  after he/she has signed and delivered this Release to the Company,
     this  Release will not be  effective  or  enforceable  until the end of a
     seven (7) day  revocation  period  beginning  the day after the  Employee
     signs this  Release,  and that  Employee  will not receive the  severance
     payment due under the Employment  Agreement  until this seven-day  period
     has  expired.  During this  seven-day  period,  Employee  may revoke this
     Release,  without reason and in his/her sole judgment,  but he/she may do
     so only by  delivering a written  statement of  revocation to the Company
     to the  attention of General  Counsel.  If the Company does not receive a
     written  statement  of  revocation  from  Employee  by  the  end  of  the
     revocation period,  then this Release will become legally enforceable and
     Employee may not thereafter revoke this Release.

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
     rules of any state.


ACKNOWLEDGMENT:

Employee's  signature  below  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/her choosing before signing this Release, and
has had the opportunity to do so.



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





This Release presented to Employee on __________________________.