Separation and Mutual Release - Storage Technology Corp. and Jean Reiczyk


                          SEPARATION AND MUTUAL RELEASE

It is  acknowledged  that  as a  result  of a  corporate  restructuring  of  the
Solutions Business Group at Storage Technology Corporation ('StorageTek'  or the
'Company')  and in light of your  election  not to be a member of the  executive
management team of NewCo, as described in paragraph 5 below, and as communicated
by you to  StorageTek  on March 7, 2000,  that you,  Jean Reiczyk  ('Reiczyk' or
'you' or  ''your',  as the case may be) will be  involuntarily  terminated  from
StorageTek  effective March ___, 2000 ('Termination  Date'). This Separation and
Mutual Release ('Release') will confirm the agreement concerning the termination
of your  employment  with the Company as  Corporate  Vice  President,  Solutions
Business  Group.  In that  regard,  this  Release will confirm the terms of your
severance under your Executive  Employment  Agreement with the Company which was
entered  into on October 13, 1999 (the 'Employment  Agreement').  To the degree
that the terms of this Release do not conflict with the terms and  conditions of
the Employment Agreement,  the terms of the Employment Agreement shall remain in
full force and effect.

1. Contingent upon your signing this Release and the expiration of the seven day
   revocation  period  described  below,  the Company will pay to you, within 30
   days of the Termination  Date, a separation  payment equal to the amounts set
   forth in Section 5(a) of the Employment Agreement,  including one year?s base
   salary  ($315,000.00),  and one  year?s  target  MBO bonus for 2000  equal to
   forty-five  percent  (45%) of your base salary  ($141,750.00).  And,  per the
   terms in Section 5(c) of the  Employment  Agreement,  your stock options will
   vest upon the  Termination  Date 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.

2. In exchange for payments to you of $456,750.00,  less applicable  withholding
   taxes, pursuant to Section 5(a) of the Employment  Agreement,  by the Company
   and other good and valuable  consideration,  Reiczyk 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, his heirs,
   successors  or assigns  have or may have  against  releasees  and any and all
   liability  which  releasees  may  have  to him  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 Reiczyk  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
   Reiczyk  may  wish to make for  unemployment  compensation,  and the  Company
   agrees  not  to  contest   any  claim  made  by  Reiczyk   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.  Reiczyk 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.

3. The Company hereby  irrevocably and  unconditionally  releases and discharges
   you and your heirs,  successors,  and assigns  (separately and  collectively,
   'Your 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 Your  Releasees  and any and all liability  which Your  Releasees may
   have  to  them,  whether  denominated  claims,  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 your material  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.








4. Reiczyk agrees that by signing this Release, he is giving up the right to sue
   for age  discrimination,  and that under this Release  Reiczyk  shall receive
   consideration  to which he is not otherwise  entitled,  and would not receive
   but for his release of rights  under the ADEA.  Reiczyk has up to  twenty-one
   (21) days after  delivery of this  Release to  consider  whether to sign this
   Release.  Reiczyk 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 Reiczyk
   signs this Release,  and that Reiczyk will not receive the severance  payment
   due under the Employment  Agreement until this seven-day  period has expired.
   During this seven-day period, Reiczyk 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 not  receive a written  statement  of  revocation  from
   Reiczyk by the end of the  revocation  period,  then this Release will become
   legally enforceable and Reiczyk may not thereafter revoke this Release.

5. 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,  Storage Networks. Inc. (SNI), EMC Corp.,  Hewlett-Packard
   (H-P),  Sun Microsystems and IBM. You further agree that during this one year
   non-compete  period  you will not  accept a  position  as an  employee  with,
   consultant  to,  director  of, or greater  than 5%  investor  in any  entity,
   anywhere in the world, that provides data storage services in either vertical
   application  markets  (such  as  in  banking,  medical  imaging,  geophysical
   research,  video broadcasting,  etc.) or in public or private storage utility
   markets (where  'storage  utility' refers to the offering of a combination of
   storage hardware and software in concert with storage management  services as
   a service to end user customers, directly or via resale). Notwithstanding the
   foregoing,  it is  understood  that  you  may  enter  into  a  consulting  or
   employment  arrangement  with  'NewCo'  (as that entity is  presently  known)
   following the spin-off of the  StorageTek  Managed  Storage  Services  entity
   where such  arrangement  would be of a limited scope and for a limited period
   of time,  provided  that  StorageTek  first  receives a copy of the  contract
   embodying such  arrangement  and approves the terms of such contract prior to
   commencing  such  employment or consulting in light of potential  competitive
   impacts on  StorageTek,  such  approval  not to be  unreasonably  withheld or
   delayed.  Furthermore,  the  provisions of Paragraph 8 (c) of the  Employment
   Agreement  shall  not  apply  to  efforts  made  by  you on  behalf  of or in
   connection with NewCo.

6. Reiczyk  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:

By your signature below you acknowledge  that you have read this document fully,
that you understand and agree to its contents,  that you understand that this is
a legally binding  document,  and that you have been advised to consult a lawyer
of your choosing before signing this Release, and have had the opportunity to do
so.


UNDERSTOOD AND AGREED:

--------------------------
JEAN REICZYK

--------------------------
Date

---------------------------
STORAGE TECHNLOLGY CORPORATION

DAVID E. WEISS
CHAIRMAN, PRESIDENT & CEO





This Release presented to Jean Reiczyk on __________________________.