Employment Agreement - Storage Technology Corp. and David E. Weiss


                        STORAGE TECHNOLOGY CORPORATION

                             Employment Agreement

                                 May 19, 1999







                              TABLE OF CONTENTS

Section 1.  Position. . . . . . . . . . . . ............................ . . 1
Section 2.  Employment. .  . . . . . . . . . . . . . . . . . . . . . . . . . 1
Section 3.  Base Compensation. . . . . . . . . . . . . . . . . . . . . . . . 2
Section 4.  Incentive Bonuses. . . . . . . . . . . . . . . . . . . . . . . . 2
Section 5.  Termination of Employment; Severance Benefits. . . . . . . . . . 3
Section 5.a. Involuntary Termination . . . . .  . . . . . . . . . . . .  . . 3
Section 5.b. Voluntary Resignation; Termination for Cause. . . . . . . . . . 3
Section 5.c. Restricted Stock and Stock Options. . . . . . . . . . . . . . . 3
Section 5.d. Medical Benefits................................. . . . . . . . 4
Section 5.e. Other Benefits. . . . . . . . . . . . . . . . . . . . . . . . . 4
Section 5.f. Notice of Termination . . . . . . . . . . . . . . . . . . . . . 5
Section 6   Certain Defined Terms. . . . . . . . . . . . . . . . . . . . . . 5
Section 6.a. Cause . . . . . . . . . .. . . .. . . . . . . . . . . . . . . . 5
Section 6.b. Change of Control . . . . . . . . . . . . . . . . . . . . . . . 5
Section 6.c. Disability. . . . . . . . . . .     . . . . . . . . . . . . . . 6
Section 6.d. Involuntary Termination . . . . . . . . . . . . . . . . . . . . 6
Section 6.e. Termination Date . . . . . . . . . . . . . . . . .. . . . . . . 7
Section 7.  Limitation on Payments. . . . .  . . . . . . . . . . . . . . . . 7
Section 8.  Non-Compete; Non-Solicit. . .  . . . . . . . . . . . . . . . . . 8
Section 9.  Employee Benefit Programs. . . . . . . . . . . . . . . . . . . . 9
Section 10. Successors. . . . . . . . . . . . . . . . . . .. . . . . . . . . 10
Section 10.a Company's Successors . . . . . . . . . . . . . . . . . . . . .. 10
Section 10.b. Employee's Successors . .  . . . . . . . . . . . . . . . . . . 11
Section 11. Miscellaneous Provisions. . . . . . .  . . . . . . . . . . . . . 11
Section 11.a. Withholding. . . . . . . . . . . . . ....... . . . . . . . . . 11
Section 11.b. Confidentiality Agreement. . . . . . . . . . . . . . . . . . . 11
Section 11.c. Stock Ownership Guidelines . . . . . . . . . . . . . . . . . . 11
Section 11.d. Notice. . . . . . . . . . . . . . . . . . . . . . . .  . . . . 11
Section 11.e. Amendment or Modification. . . . . . . . . . . . . . . . . . . 12
Section 11.f. Assignment. . . . . . . . . . . . . . . . . . . . . . .  . . . 12
Section 11.g. Governing Law. . . . . . . . . . . . . . . . . . . . . . . . . 12
Section 11.h. Arbitration. . . . . . . . . . . . . . . . . . . . . . . . . . 12
Section 11.i. Severability. . . . . . . . . . . . . . . .. . . . . . . . . . 13
Section 11.j. Entire Agreement. . . . . . . . . . . . . . . . . .. . . . . . 13
Section 11.k. Knowledge and Representation . . . . . . . . . . . . . . . . . 14
Schedule 1  Option Summary . . . . . . . . . . . . . . . . . . . . . . . . . 15
Exhibit A   Form of Settlement and Release. . . . . . . . . . . .  . . . . . 16





                             EMPLOYMENT AGREEMENT


This Employment  Agreement (the  'Agreement') is entered into as of May 19, 1999
(the  'Effective  Date') by and  between  Storage  Technology  Corporation  (the
'Company'),  a Delaware corporation,  and David E. Weiss (hereinafter,  'you' or
'your')  and sets forth the terms and  conditions  of your  employment  with the
Company.  Previously,  you and the Company  entered into an agreement dated June
24, 1996 concerning  your  employment with the Company,  which was for a term of
three years and  terminated on May 21, 1999.  This  Agreement  shall replace and
supersede  such agreement and all prior  agreements  between you and the Company
concerning the subject matter hereof. 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.  During the Term (as  defined  below),  you will be employed
full-time by the Company in the position of Chairman of the Board of  Directors,
President and Chief  Executive  Officer of the Company and shall report directly
to the Company's  Board of Directors (the 'Board').  In such capacity,  you will
perform the duties and level of  responsibilities  as in effect on the Effective
Date, or such higher level of duties and  responsibilities as may be assigned by
the Board  from time to time,  and such  duties  and  responsibilities  normally
inherent in such  capacities  in  corporations  of similar  size and  character.
During the Term,  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 during the Term (as
defined in  Section 2,  below).  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. Employment.  The terms of this Agreement shall terminate one year after
the Effective Date ('Term');  provided,  however, that until such time as notice
of  non-renewal  or  termination  of the Agreement is given by either you or the
Company  to the other  party,  ninety  days or more prior to  expiration  of the
existing term of your or its decision not to renew,  the Term and this Agreement
shall automatically be renewed for subsequent  one-year terms;  provided 


further that in no event shall the Term and this Agreement be so extended to a 
date more than five  years  from the  Effective  Date.  A  termination  of this
Agreementpursuant to the preceding  sentence shall be effective for all 
purposes,  except that such termination  shall not affect the payment or 
provision of compensation or benefits on account of a  termination  of 
employment  occurring  prior to the termination  of the Term or the  terms  and
conditions  of any  confidentiality agreement between you and the Company, as 
described in Section 11.b, below.

      3. Base Compensation.  For your services during the Term, the Company will
pay you a base  salary at the  annualized  rate equal to  $750,000.  Such salary
shall be paid  periodically in accordance  with the normal payroll  practices of
the Company in effect from time to time  during the Term,  less any  withholding
taxes as set forth in Section 11.a, below. The amount of your base salary may be
increased by the Board from time to time during the Term,  and may be reduced if
the Board requires a decrease in base salary for all corporate  officers and you
expressly consent in writing to such decrease, or as may be mutually agreed upon
by you and the Company (such annualized base salary as may be adjusted from time
to time by the Board 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 the Term, 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.  During the Term,  you
shall be eligible to receive a bonus under the MBO Program  equal to 95% of your
Base Salary at the target level of performance.  The amount of your target bonus
may be  increased  by the Board from time to time  during  the Term,  and may be
reduced  if the Board  requires  a decrease  in target  bonus for all  corporate
officers and you  expressly  consent in writing to such  decrease,  or as may be
mutually agreed upon by you and the Company (such annualized target bonus as may
be adjusted  from time to time by the Board 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.




      5.    Termination of Employment; Severance Benefits.

            a.  Involuntary  Termination.  If your  employment  terminates  as a
result of an Involuntary Termination other than for Cause (as defined in Section
6 below),  you shall be entitled to receive a severance payment equal to the sum
of (i) two times your Base Salary for the fiscal year then in effect,  plus (ii)
two 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 (as  defined in Section  6.b below),  you shall be entitled to receive a
severance  payment  equal to the sum of (i) three times your Base Salary for the
fiscal year then in effect, plus (ii) three 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 5.a
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. 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.

            c.  Restricted  Stock  and Stock  Options.  (i) In the event you are
entitled to receive severance pursuant to Section 5.a, 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. In addition,  any stock options granted to
you by the Company

on or after the Effective Date, and the stock options granted
to you by the Company prior to the Effective  Date and  identified in Schedule 1
attached hereto,  shall remain  exercisable for a twelve-month  period following
the Termination Date, subject to the original terms of such options.

                  (ii) In the event of an Involuntary  Termination upon a Change
of Control,  all unvested stock options granted to you under the Company's stock
option plans prior to the Effective  Date shall vest and become  exercisable  in
full, subject to the original terms of such options,  and the Company's right to
repurchase any shares of restricted  stock  purchased under any of the Company's
stock plans prior to the Effective Date shall terminate and become fully vested.

            d.  Medical  Benefits.  In the event  you are  entitled  to  receive
severance  pursuant to Section 5.a,  then,  in addition to such  severance,  the
Company  shall  pay  you a lump  sum  payment  in an  amount  that  the  Company
reasonably  determines  to represent  the  estimated  cost that you may incur to
extend for a  twenty-four  month  period under the COBRA  continuation  laws the
medical coverage for you and your dependents in effect on the Termination  Date.
Such  payment  may be used  for  such  continuation  coverage  or for any  other
purpose.

            e.  Other  Benefits.  In the event  you are  entitled  to  severance
pursuant to Section 5.a,  then, in addition to such  severance,  for a period of
twenty-four  months after the  Termination  Date,  the Company shall continue to
provide you with (i) life and disability  insurance  benefits as in effect as of
the  Termination  Date, or such  comparable  benefits as the Company may, in its
sole  discretion,  determine to be sufficient to satisfy its  obligations to you
under this  Agreement;  and (ii) the  allowance for financial and tax and estate
planning  services  in  effect  on the  Termination  Date.  Notwithstanding  the
foregoing,  if you become  covered under any life or disability  insurance  plan
provided by a subsequent  employer,  then the amount of coverage  required to be
provided  by the  Company  hereunder  shall be reduced by the amount of coverage
provided by the subsequent employer's insurance plans.

            f. Notice of  Termination.  Any termination (of your employment with
the  


Company  other than by reason of your  Death)  shall be  communicated  by a
notice of termination given to the other in accordance with Section 11.d 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.    Certain Defined Terms.

            a. Cause. 'Cause' means any of the following: (i) willful failure to
perform  your  duties and  responsibilities  as  President  and Chief  Executive
Officer; (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) you  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 the Board;  and (viii)
your conviction  (including any plea of guilty or nolo contendered) for a felony
or a crime.

            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  twenty-five percent (25%) 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.

       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 the  Company's  principal  business  offices
located in Louisville,  Colorado;  (vi) without your express written consent,  a
reduction in your Base Salary and Target Bonus as in effect immediately prior to
such  reduction;  or (vii) without your express written  consent,  a significant
reduction of your duties, authority or responsibilities relative to your duties,
authority and responsibilities as in effect immediately prior to such reduction.

       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,  not to  exceed  ninety  days,  specified  in the  notice  of
termination;  (ii) in the  event  the  Term  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 later date in accordance
with Section 2, above. Any notice of termination  shall specify the provision(s)
in this Agreement claimed to provide a basis for 


termination.

 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 the Term is
essential to protect the business and good will of the Company.


       b. You agree  that  during the Term and for a period  ending  twenty-four
months  following the  Termination  Date (the 'Covenant  Period'),  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 may include  businesses or
markets  that the  Company  has  expressed  its intent to enter),  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  during  the  Covenant  Period,  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 the Company would suffer an  irreparable  injury if you
were to 


breach  the  covenants  contained  in  Sections  8.b or 8.c 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.

       e. If any of the restrictions contained in this Section 8 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.    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  the Term of this  Agreement  (and
thereafter pursuant to Section 5.e), the Company shall provide you with (i) life
insurance  coverage  in an amount  equal to $5  million  and a medical  benefits
program with a supplemental payment coverage of $15,000 per year, which benefits
will be  provided  to you in  addition  to the  programs  maintained  for  other
employees;  (ii) 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 (iii) 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  


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.

 10.   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.

 11.   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 of  confidential  inventions  and trade
secrets  agreement.  You hereby reaffirm that during the Term 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 the Term, 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
       Executive:  David E. Weiss
                   6900 Pawnee Way
                   Longmont, Colorado 80503

       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, the Employee  voluntarily waives 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 the 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:    /s/ Robert E. Lee                         
       -----------------------------
Title: Chairman of the Human Resources
       and Compensation Committee

EMPLOYEE

/s/ David E. Weiss
------------------
David E. Weiss







                        STORAGE TECHNOLOGY CORPORATION

                                  SCHEDULE 1


   Grant Number           Grant Date          #Shares           Exercise Price 
_______________________________________________________________________________
     910030                08/01/91            2,400              $24.500
     960050                12/10/96           70,830              $24.250
     960051                12/10/96           38,138              $24.250
     960855                02/05/98           80,402              $30.313
     PF0026                02/05/98           34,458              $30.313
     961753                02/05/99           89,840              $37.063
     PF0121                02/05/99           38,503              $37.063











                                   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,
     compensatoy   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 __________________________.