Separation Agreement - Storage Technology Corp. and James D. Bartlett


December 31, 1999Mr. James D. Bartlett6408 Willow Springs DriveMorrison,  CO   80465RE: SEPARATION AGREEMENTDear Jim:It is acknowledged that you will be involuntarily terminated from StorageTekeffective December 31, 1999 ("Termination Date"). This letter will confirm ouragreement concerning the termination of your employment with Storage TechnologyCorporation ("StorageTek" or the "Company") as Corporate Vice President, andChief Marketing Officer. In that regard, this letter will define the terms ofyour severance under this Separation Agreement (the "Separation Agreement").This Separation Agreement supersedes all previous oral and written agreementsregarding your employment with StorageTek, provided however that the terms andconditions of your Corporate Officer Employment Agreement dated October 13, 1999(the "Employment Agreement"), to the degree that they do not conflict with theterms and conditions of this Separation Agreement, shall remain in full forceand effect.         SEPARATION: The Company will pay, within 30 days of the Termination         Date, a separation payment equal to the amounts set forth in Sections         5(a) and 5(c) of the Employment Agreement, including: one year's salary         ($225,000.00), and one year's target MBO bonus for 1999 ($100,000.00).         Your stock options will vest upon termination and the Company's right         of repurchase on restricted stock will be void. Pursuant to the terms         of StorageTek's Stock Option Plan, you will have 90 days from the         Termination Date to exercise these options.         In addition to the consideration recited above, the Company will (1)         forgive all moneys that may be owed under the terms of your relocation         package and sign-on bonus, and (2) the Promissory Note dated June 10,         1999 including the gross up of any imputed interest accrued through the         Termination Date. The payments recited in this Separation Agreement are         contingent upon your execution and delivery to the Company a Settlement         and Release Agreement substantially in the form attached as Exhibit A         to your Employment Agreement.   2    James D. Bartlett    December 31, 1999    Page  -2-         NO ADVERSE COMMENT: You agree that during your employment with the         Company through the Termination Date and for at least one year         following the Termination Date, you will not, except as specifically         required by law or court process or consented to in writing by the         Company, (a) communicate to any person or entity any adverse         information, written or oral, concerning the Company, its officers,         directors, employees, attorneys, agents or advisers (including any         communication concerning information that related to the business,         operations, prospects or affairs of the Company or any of its         subsidiaries or affiliates) under the circumstances in which there is a         reasonable possibility that such information might be publicly reported         or disclosed or otherwise made available to third parties (regardless         of whether the communication of such information is intended to have or         cause that result is within your control), or (b) provide to any person         (other than your attorney or accountant) or entity any information that         concerns or related to the negotiations or circumstances leading to the         execution of this Separation Agreement.         NON-SOLICITATION: Per the terms of Section 8 of your Employment         Agreement, you confirm that during the two-year period commencing with         the Termination Date, you will not, directly, or indirectly, hire,         solicit, or encourage any then-current Company employees to apply for         employment with any person or entity (a) with which you are (or intend         to be) employed, (b) by whom you or an entity in which you are employed         or have a financial interest is engaged as a consultant, recruited,         independent contractor or otherwise, or (c) in which you further         covenant and agree that you will not provide to any other person or         entity the names of or references on any person who is then employed by         the Company.         NON-COMPETE: Per the terms of Section 8 of your Employment Agreement,         you confirm that for a period of one year from the Termination Date         that you will not, either directly or indirectly, engage in any         activity in competition with any product or service of the Company         (said competitive activities to be determined and identified at the         reasonable discretion of the Company), or harmful or contrary to the         best interest of the Company, including accepting employment with or         serving as a consultant to any entity that is in competition with the         Company. In particular, you agree that competitor companies include,         ATL/Quantum, Breece Hill, EMC, Hewlett-Packard, Sun Microsystems and         IBM. However, with regard to IBM and HP, you may seek employment with         those companies in their: (i) PC business units, (ii) consumer sales         activities, (iii) printer operations, or (iv) such similar product         areas or business units as StorageTek shall approve in writing, such         approval not to be unreasonably withheld or delayed.         COMPANY RELEASE: The Company hereby irrevocably and unconditionally         releases and discharges you and your heirs, successors, and assigns         (separately and collectively, "releasees"), jointly and individually,         from any and all claims, known or unknown, which it, its past and         present subsidiaries, divisions, officers, directors, agents,         employees, successors, and assigns have or may have against releasees         and any and all liability which releasees may have to it, whether         denominated claims,    3    James D. Bartlett    December 31, 1999    Page  -3-         demands, causes of action, obligations, damages or liabilities arising         from any and all bases, however denominated, provided, however, that         this release does not affect any claims which are based on releasees'         willful acts, gross negligence or dishonesty in the performance of         duties as an employee of the Company, nor any claims which may arise         after the execution of this Agreement. The Company further agrees that         it will not file or permit to be filed on its behalf any claim against         you which is released hereby.         NONDISCLOSURE: Unless otherwise required to do so by law, subpoena or         court order, neither party will in any way communicate or discuss the         terms of this Separation Agreement or the circumstances of your         termination with any person, other than your attorneys. You understand         that this nondisclosure provision applies particularly to current and         former employees of the Company and the Company's customers, clients         and vendors.This Separation Agreement, shall be deemed for purposes of the Older WorkersBenefits Protection Act to have been delivered to you for your consideration onJanuary 12, 2000. You have 21 days from that date to decide whether or not toaccept this agreement. If you accept this agreement, you will then have sevendays from the date you sign this agreement and deliver an executed copy to theCompany during seven day period you may revoke your acceptance by notifying theCompany in writing of your desire to do so. No amounts otherwise due to youunder this Separation Agreement will be paid to you until the expiration of thatseven day revocation period.Please sign both copies of this letter below, and the attached Settlement andRelease, indicating your acceptance, and return one copy for our files.Accepted and Agreed:                           Very truly yours,                                            STORAGE TECHNOLOGY CORP.--------------------------                  ------------------------------JAMES D. BARTLETT                           Victor Perez                                            Executive Vice President,                                            Chief Operating Officer   4                                    EXHIBIT A                             SETTLEMENT AND RELEASE1.      In exchange for payment of salary (in the amount of $225,000.00) and        bonus (in the amount of $100,000.00) to James D. Bartlett ("Employee"),        by Storage Technology Corporation ("Company") and other good and        valuable consideration, including but not limited to, forgiveness for        advances for relocation, sign-on bonus and cancellation of the        Promissory Note of June 10, 1999, 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 will not        file or permit to be filed on his behalf any such claim, will not permit        himself 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 or others,        unless he is under a court order to do so.2.      Employee agrees that by signing this Release, he is giving up the right        to sue for age discrimination, and that under this Release Employee        shall receive consideration to which he is not otherwise entitled, and        would not receive but for his 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        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 sole judgment, but he may do so only by delivering a        written statement of revocation to the Company to the attention of        General Counsel. If the Company does    5        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 has read this document fully,that he understands and agrees to its contents, that he understands that it is alegally binding document, and that he has been advised to consult a lawyer ofhis choosing before signing this Release, and has had the opportunity to do so.--------------------------                  -----------------------------------Date                                                JAMES D. BARTLETTThis Release presented to Employee on                           .                                      --------------------------
/Compensation/Severance AgreementsStorage Technology Corp.2009-10-18/compensation/severance//content/hippo/files/default.www/content/contract/contract/S/Storage-Technology-Corp-/2491
2492Retention Agreement - Storage Technology Corp. and Gary R. Anderson
January 18, 2000

Mr. Gary R. Anderson
1604 Foothills Drive South
Golden, Colorado 80401

RE:   Retention Agreement

Dear Gary:

You have  agreed  to  remain  an  employee  of  Storage  Technology  Corporation
('StorageTek'   or  the   'Company')   through  at  least  March  31,  2001.  In
consideration  of your willingness to stay with the Company until at least March
31,  2001,  this  letter will  confirm our  agreement  concerning  the  possible
termination  of your  employment  with  StorageTek on that date. In that regard,
this  letter  will  define  the terms of your  severance  under  this  Retention
Agreement (the 'Retention  Agreement') and your Executive  Employment  Agreement
dated  September  30,  1999  (the  'Employment  Agreement')  at the date of your
termination (the 'Termination  Date'). This Retention  Agreement  supersedes all
previous oral and written agreements  regarding your employment with StorageTek,
including the  understanding  that the terms and  conditions  of this  Retention
Agreement, to the degree that they may conflict with the terms and conditions of
your  Employment  Agreement,  shall  in all  cases  supersede  the  terms of the
Employment  Agreement,  which agreement  shall,  unless otherwise stated herein,
remain in full force and effect.


      REPORTING  RELATIONSHIP  AND  DUTIES:  During  your  period  of  continued
      employment  with the Company,  you will remain a Corporate Vice President.
      Although it is  envisioned  that in such  capacity  you will report to the
      CEO,  this  reporting  relationship  may be  changed  at any  time  by the
      Company.  You further  understand  that your present and future duties and
      responsibilities could also be substantially changed by the Company. It is
      further  understood  and  agreed by you that  such  changes  will not,  in
      combination or in and of themselves, constitute and Involutary Termination
      under the terms of the Employment Agreement.

      GOALS AND OBJECTIVES:  During your period of continued employment with the
      Company  you have  agreed to focus  on:  (i)  assisting  in  defining  and
      implementing the on-going corporate  restructuring,  (ii) assisting in the
      continued refinement and implementation of corporate-wide cost reductions,
      (iii)  helping  to  improve  the  cycle  time  for  implementing  business
      processes  improvements,  (iv) working to enhance supply chain  management
      (SLM)  efficiencies,  and  (v)  such  other  tasks  as may  be  reasonably
      requested of you, from time-to-time,  by the Board of Directors,  the CEO,
      President or COO as the case may be.

      SEPARATION:  After your successful  participation in the attainment of the
      objectives  stated  above,  and  your  continued  employment  through  the
      Termination  Date, the Company will pay, within 30 days of the Termination
      Date,  a separation  payment to you equal to: (i) one and  one-half  times
      your then current annual salary, and (ii) one and one-half times your then
      current target annual MBO bonus. Additionally, all of your outstanding and
      unvested stock options will vest on the Termination Date (according to the
      terms of your Stock Option  Agreements and the Company's 1995 Stock Option
      Plan) and the Company's right to repurchase any of your previously granted
      restricted  stock will  terminate.  Pursuant to the terms of  StorageTek's
      Stock  Option  Plan,  you will have 90 days from the  Termination  Date to
      exercise all of your vested options.

      NO ADVERSE COMMENT: You agree that during your employment with the Company
      through  the  Termination  Date and for at least  one year  following  the
      Termination Date, you will not, except as specifically  required by law or
      court process or consented to in writing by the Company,  (a)  communicate
      to any  person  or  entity  any  adverse  information,  written  or  oral,
      concerning the Company,  its officers,  directors,  employees,  attorneys,
      agents or advisers  (including any  communication  concerning  information
      that  related to the  business,  operations,  prospects  or affairs of the
      Company or any of its subsidiaries or affiliates)  under the circumstances
      in which there is a reasonable  possibility that such information might be
      publicly  reported or  disclosed  or  otherwise  made  available  to third
      parties  (regardless of whether the  communication  of such information is
      intended  to have or cause that  result is within  your  control),  or (b)
      provide to any person (other than your attorney or  accountant)  or entity
      any  information   that  concerns  or  related  to  the   negotiations  or
      circumstances leading to the execution of this Retention Agreement.

      NON-SOLICITATION PROVISIONS: Per the terms of Section 8 of your Employment
      Agreement, you confirm that during the two-year period commencing with the
      Termination Date, you will not, directly, or indirectly, hire, solicit, or
      encourage any then-current  Company employees to apply for employment with
      any person or entity  (a) with  which you are (or intend to be)  employed,
      (b) by whom you or an entity in which you are employed or have a financial
      interest is engaged as a consultant,  recruited, independent contractor or
      otherwise,  or (c) in which you further  covenant  and agree that you will
      not  provide to any other  person or entity the names of any person who is
      then employed by the Company.

      NON-COMPETE  PROVISIONS:  Per the terms of  Section  8 of your  Employment
      Agreement,  you  confirm  that for a period of  eighteen  months  from the
      Termination Date that you will not, either directly or indirectly,  engage
      in any activity in competition  with any product or service of the Company
      (said  competitive  activities  to be  determined  and  identified  at the
      reasonable  discretion of the Company), or harmful or contrary to the best
      interest of the Company, including accepting employment with or serving as
      a consultant to any entity that is in  competition  with the Company.  Per
      Section 8, those companies  deemed to be competitors to StorageTek will be
      identified at the time of your termination.

      EARLY TERMINATION: In the event of your Involuntary Termination,  prior to
      the  Termination  Date,  the Company will pay you the  separation  pay and
      benefits  identified above at the time of your termination,  provided that
      you sign the  Settlement  and Release  Agreement  attached as Exhibit A to
      your Employment  Agreement.  During the period of your employment with the
      Company,  all other terms of your  employment as stated in your Employment
      Agreement,  including the 'Change in Control' and  termination for 'Cause'
      provisions  will remain in effect  through the  Termination  Date.  If you
      voluntarily   terminate  your  employment  with  the  Company  before  the
      Termination  Date,  then you will not be  entitled  to receive  any of the
      separation benefits set forth in this Retention Agreement.

      EMPLOYMENT EXTENSION:  Should you and the Company reach an agreement on or
      before the  Termination  Date  whereby you would remain an employee of the
      Company beyond the  Termination  Date, then you and the Company will enter
      into a new employment  agreement at that time. The terms and conditions of
      that new employment agreement will then supersede the terms and conditions
      of both this Retention Agreement and the Employment Agreement.

      SETTELMENT AND RELEASE:  The payments recited in this Retention  Agreement
      are  contingent  upon  your  execution  and  delivery  to  the  Company  a
      Settlement  and Release  Agreement  substantially  in the form attached as
      Exhibit A to your Employment Agreement.

      NONDISCLOSURE:  Unless  otherwise  required  to do so by law,  subpoena or
      court order,  you will not in any way  communicate or discuss the terms of
      this Retention  Agreement or the  circumstances  of its execution with any
      person,  other than your attorneys or authorized Company  personnel,  said
      personnel to be explicitly  designated by the Company's President and CEO.
      You understand that this nondisclosure  provision applies  particularly to
      current and former  employees of the Company and the Company's  customers,
      clients and vendors.

      Please sign both copies of this letter below,  indicating your acceptance,
      and return one copy for our files.

Accepted and Agreed:                            Very truly yours,
                                          STORAGE TECHNOLOGY CORP.


--------------------------                      ------------------------------
GARY R. ANDERSON                          David E. Weiss
                                          Chairman, President and
                                          Chief Executive Officer