Severance Agreement - Storage Technology Corp. and Robert S. Kocol


                               SEVERANCE AGREEMENT


This Severance Agreement (the "Agreement") is entered into as of July 1, 2001
(the "Effective Date") by and between Storage Technology Corporation (the
"Company"), a Delaware corporation, and Robert S. Kocol (hereinafter, "you" or
"your") and sets forth the terms and conditions of your severance arrangements
with the Company. Previously, you and the Company entered into the following
agreements concerning your employment with the Company: (i) a letter agreement
dated March 18, 1999; (ii) an Executive Employment Agreement dated October 1,
1999; (iii) a Retention Agreement dated January 27, 2000; and (iv) an Extension
To Retention Agreement dated July 31, 2000. This Severance Agreement shall
replace and supersede the aforementioned agreements in their entirety and any
other prior agreements, arrangements and understandings, written or oral,
between you and the Company concerning any and all of your employment
arrangements between you and the Company, with the exception of the Proprietary
Rights Agreements and other employment related agreements or Company benefit and
stock plans specifically referenced herein. This Severance Agreement and the
mutual covenants and agreements contained herein shall represent the entire
agreement and understanding between the parties hereto relating to your
employment with the Company.

1.       Termination of Employment, Severance Benefits.
         ---------------------------------------------
         a. Involuntary Termination. If your employment terminates as a result
            -----------------------
         of an Involuntary Termination, as defined in Section 6 below, you shall
         be entitled to receive: a severance payment equal to one (1) times your
         Base Salary and one (1) times your Target Bonus, as defined in Section
         6 below, in effect for the year in which you are terminated, whether or
         not such bonus would otherwise be payable. You acknowledge and agree
         that with the exception of the severance payment referenced herein, you
         are not eligible or entitled to receive any other type of bonus payment
         by the Company, including any bonuses through the Management By
         Objective Bonus Program ("MBO Program") for the year in which you are
         terminated or any other period. Any severance payments to which you
         become entitled pursuant to this Section shall be paid to you (or your
         estate or beneficiary in the event of your death subsequent to your
         severance entitlement) in a lump sum within thirty (30) 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. The
         foregoing notwithstanding, the Company shall have the right to withhold
         and/or defer any and all severance payments to which you are entitled
         pursuant to this Agreement, subject to the satisfaction of all tax
         withholding obligations, as set forth in Section 5(a) below.

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         b. Voluntary Resignation; Retirement, Death or Disability; Termination
            -------------------------------------------------------------------
         for Cause. If you (i) voluntarily resign from the Company; or (ii) if
         ---------
         your employment terminates because of your Retirement, as defined in
         Section 6 below, death or Disability, as defined in Section 6 below; or
         (iii) if the Company terminates your employment for Cause, 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.  In the event you are entitled 
            ----------------------------------
         to receive  severance  pursuant to Section 1(a) of this Agreement due
         to:
           (i) an  Involuntary  Termination  within  twenty-four  (24) months  
               --------------------------------------------------------------
               following a Change in Control under Section 6(d)(ii) of this
               ------------------------------------------------------------
               Agreement:  all of your then  outstanding  and unvested stock 
               ----------
               options,  except for options  granted  under the Company's  2001
               Leveraged Equity  Acquisition  Program  ("LEAP"),  regardless of
               the date of grant,  shall become fully vested, effective as of 
               the Termination Date, and remain exercisable for ninety (90) days
               following your  Termination Date or such longer period, if any,
               as specifically provided in the Company's stock plan pursuant to
               which the  options  were  granted to you (but in no event  beyond
               the original expiration date of the stock options); and the
               Company's right to purchase all of your then outstanding and
               unvested shares of restricted  stock, except for restricted stock
               granted under LEAP, regardless of the date of grant, shall 
               terminate and all of your shares of restricted  stock shall fully
               vest as of the Termination  Date.  With respect to all stock 
               options and shares of restricted stock granted to you under LEAP,
               the LEAP stock options shall vest, and the restrictions on the
               LEAP restricted stock shall lapse upon an Involuntary Termination
               due to a Reduction-In-Force (as defined in the Company's Amended
               and Restated 1995 Equity Participation Plan) within twenty-four
               (24) months following a Change in Control as provided in the 
               Supplement dated March 30, 2001, to the S-8 Prospectus dated
               November 1, 2000 for LEAP (and any amendment or supplement 
               thereto issued by the Company after November 1, 2000).  Your
               participation in LEAP shall terminate effective as of your
               Termination Date.
          (ii) an Involuntary Termination other than within twenty-four (24)
               -------------------------------------------------------------
               months following a Change in Control under Section 6(d)(ii) of
               --------------------------------------------------------------
               this Agreement: all stock options granted to you which are not
               ---------------
               already vested as of your Termination Date shall expire,


                                       2


               effective as of your Termination Date and may not be exercised
               by you; and all shares of restricted stock granted to you which
               are not already vested as of the Termination Date shall be
               repurchased by the Company at a repurchase price of $.10 per
               share of Common Stock, and will not vest or be released to you.

                  All stock options and restricted stock shall remain subject to
         the terms and conditions of the Company's stock plans pursuant to which
         the stock options or restricted stock were granted to you, including,
         without limitation, the provisions of Section 11.5(f) of the Company's
         Amended and Restated 1995 Equity Participation Plan.

         d. Employee Benefits. Your insurance benefits (medical, dental,
            ----------------- 
         long-term disability, accidental death and dismemberment and life
         insurance) will cease on the Termination Date, as defined in Section 6
         below. To the extent permitted by the federal COBRA law, applicable
         state laws, and the insurance policies and rules applicable to Company,
         you will be eligible to continue your Company health insurance benefits
         in effect when you terminate. Should you be enrolled in the Company
         plan at the time of termination and elect continuation coverage under
         COBRA, Company agrees to pay directly to you the cash equivalent of
         three (3) months of COBRA premiums. Employee will be responsible for
         completing the COBRA benefits continuation notice and any additional
         documentation and will be solely responsible for the payment of all
         COBRA premiums. All other Company sponsored benefit plans, including
         but not restricted to, executive supplemental health, 401(k), life and
         disability insurance, deferred compensation, paid time off benefits,
         and vacation benefits will terminate on your Termination Date. Payouts
         from the deferred compensation and 401(k) will be controlled by the
         plan documents and conversion rights and cash value of life insurance
         by the plan document as stated. Per Section 5(a) below, Company shall
         have the right to withhold any and all payment of taxes and penalties
         imposed under your deferred compensation and/or 401(k) plans.

2.       Limitation  on Payments.  In the event that the severance and other 
         ----------------------- 
         benefits provided for in this Agreement or otherwise payable to you (i)
         would constitute "parachute payments" within the meaning of Section
         280G of the Internal Revenue Code of 1986, as amended (the "Code") and
         (ii) but for this  Section, would be subject to the excise tax imposed
         by Section 4999 of the Code, then such severance and other  benefits
         shall be either (i) delivered in full, or (ii) delivered as to such
         lesser extent which would result in no portion of such  severance and
         other benefits being subject to excise tax under Section 4999 of the
         Code, whichever of the foregoing amounts, taking into account the


                                       3


         applicable federal, state and local income taxes and the excise tax
         imposed by Section 4999, results in the receipt by you on an after-tax
         basis, of the greatest amount of benefits, notwithstanding that all or
         some portion of such benefits may be taxable under Section 4999 of the
         Code.  Unless you and the Company agree otherwise in writing, any 
         determination required under this Section shall be made in writing by
         the Company's independent public accountants (the "Accountants").  Such
         determination shall be conclusive and binding upon you and the Company
         for all purposes.  For purposes of making the calculations required by
         this Section, the Accountants may make reasonable assumptions and
         approximations concerning applicable taxes and may rely on reasonable,
         good faith interpretations concerning the application of Sections 280G
         and 4999 of the Code. You and the Company shall furnish to the
         Accountants such information and documents as the Accountants may
         reasonably request in order to make a determination under this Section.
         The Company shall bear all costs the Accountants may reasonably incur
         in connection with any calculations contemplated by this Section.

3.       Non-Competition and Non-Solicitation: You acknowledge that while you
         -------------------------------------
         were employed with Company, you were a member of executive and
         management personnel at the Company. You further acknowledge that
         during your employment at Company, you were privy to extremely
         sensitive, confidential and valuable commercial information, and trade
         secrets belonging to the Company, the disclosure of which information
         and trade secrets would greatly harm the Company. As a reasonable
         measure to protect the Company from the harm of such disclosure and use
         of its information and trade secrets against it, the parties agree to
         the following as part of this Agreement:

         a. Non-Competition Covenant. You agree and acknowledge that for a
            ------------------------
         period of twelve (12) months following your termination date, you will
         not directly or indirectly engage in (whether as an a employee,
         consultant, proprietor, partner, director, officer or otherwise), or
         have any ownership interest in, or participate in the financing,
         operation, management or control of, any person, firm, corporation,
         partnership, joint venture or other business entity that engages in any
         business that is the same, similar to, or in competition with any
         product, service, or process that was marketed, sold under development,
         or developed by Company during your employment with Company. The
         parties agree that no more than 1% of the outstanding voting stock of a
         publicly traded company or any stock owned by you as of the Termination
         Date shall not constitute a violation of this paragraph. You further
         agree and acknowledge that because of the nature and type of business
         that Company engages in, the geographic scope of this covenant shall


                                       4


         include all counties, cities and states of the United States, and any
         and all other countries, territories, regions, cities, localities, in
         which Company conducts business, and that such a geographic scope is
         reasonable. Nothing in this paragraph 3(a) should be construed to
         narrow the your obligations imposed by any other provision herein, and
         other agreement, law or other source.

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

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

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

                                       5


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

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

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

5.       Miscellaneous Provisions.
         ------------------------
         a. Withholding. Severance payments to which you become entitled
            -----------
         pursuant to this Agreement, as well as cash and stock distributions
         under Company stock or deferred compensation plans to which you become
         entitled as a result of termination of employment, may be subject to
         tax withholding requirements of fiscal authorities, including the
         Internal Revenue Service and State tax agencies. You expressly agree to
         satisfy these withholding obligations in a timely manner either from
         the amounts to be distributed to you, or from personal funds, and you
         acknowledge that the Company will not issue any such distributions
         until such time as these withholding obligations have been satisfied in
         full.

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         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 did and will comply with all provisions of such
         agreement and agree that you will enter into such modifications or
         amendments thereof as the Company may reasonably request from time to
         time. If the terms contained in the Proprietary Rights Agreement
         conflict with any of the terms contained in Section 3 of this
         Agreement, the broader of the two provisions shall control.

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

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

                  Your Address:     Robert S. Kocol
                                    577 Manorwood Lane
                                    Louisville, Colorado  80027


         d. 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.

         e. 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.

         f. 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.

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

         h. 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.

         i. 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.

                                       8


         j. 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.

6.       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 written agreement between you and the
         Company; (iii) gross negligence or dishonesty in the performance of
         your duties; (iv) your willful violation of any of the Corporate 
         Policies and Practices as in effect from time to time; (v) your
         engaging in conduct or  activities that materially conflict with the
         interests of or injure the Company, or materially interfere with your
         duties owed to the Company as such is determined in the sole and
         complete discretion of the Company; (vi) your willful failure to
         perform lawful duties assigned to you by your manager; and (vii) your
         conviction of a felony in any criminal proceeding (or entering into a
         plea bargain admitting criminal guilt, including any plea to any
         offense for which a deferred sentence or prosecution is received)
         regardless of whether the conduct for which you are convicted is work
         related.

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


                                       9


               by the stockholders of the Company of a plan of complete 
               liquidation of the Company, or the sale or disposition by the
               Company of all or substantially all the Company's assets.

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

         d. Involuntary Termination. "Involuntary Termination" means any of the
            -----------------------
         following: (i) involuntary termination of your employment by the
         Company which is not effected for Cause; (ii) during the twenty-four
         (24) month period following a Change of Control, involuntary
         termination of your employment by the Company or its successor company
         for any reason other than for Cause; (iii) the failure of the Company
         to obtain the assumption of this Agreement by any successors
         contemplated in Section 4 above; and (iv) a material reduction in your
         Base Salary and Target Bonus opportunity, stated as a percentage of
         your Base Salary, 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%). Involuntary Termination excludes
         termination of employment due to your retirement, death, disability or
         your voluntary resignation from the company.

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

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

                                       10


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

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


STORAGE TECHNOLOGY CORPORATION



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

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

EXECUTIVE:



                                                                      



                                       11






                                    EXHIBIT A

                             SETTLEMENT AND RELEASE


1. In exchange for payment of severance in the form of salary (in the amount of
$________) and bonus (in the amount of $_______), less required deductions and
applicable withholdings to Robert Kocol ("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,
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,

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

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

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

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

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

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

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


                                       12


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

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

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

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

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

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


ACKNOWLEDGMENT:

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



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



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


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