Termination Agreement - Storage Technology Corp. and W. Russell Wayman


                              TERMINATION AGREEMENT



                  This Agreement, entered into October 16, 1997 is between
Storage Technology Corporation, a Delaware corporation (the 'Company') and W.
Russell Wayman ('Employee').

                  WHEREAS, prior to the termination date of this Agreement
Employee served as Corporate Vice President, General Counsel & Secretary for the
Company;

                  WHEREAS, effective as of October 6, 1997, the Company and
Employee have terminated Employee's employment from the Company in the capacity
of Corporate Vice President, General Counsel & Secretary, and now wish to
resolve all claims between them. By this Agreement the parties set out the terms
and ongoing obligations of the parties with respect to his termination of
employment with the Company.

                  WHEREAS, the Company and Employee recognize and agree that
Employee's employment is being extended to February 27, 1998.

                  The parties agree as follows:

1.       TERMINATION OF EMPLOYMENT:

         a.       The parties agree that unless otherwise agreed in writing
                  hereafter, Employee's employment with the Company will end on
                  February 27, 1998.

         b.       The parties agree that, even though Employee's employment with
                  the Company shall continue through February 27, 1998,
                  Employee's severance package from the Company will be limited
                  to a payment equal to the sum of: (i) his 1997 annual base
                  salary and (ii) 100% of his On Plan Bonus potential percentage
                  for 1997, which bonus shall be 45% of employee's 1997 annual
                  base salary. Payment shall be made within 30 days of the date
                  of termination. Employee agrees that he is not eligible for a
                  bonus under the MBO program for 1998 or thereafter.

         c.       Except as modified by this Agreement, all terms and conditions
                  of employment are unchanged, including the terms and
                  conditions outlined in the letter of February 17, 1995
                  (attached as Exhibit A).




         d.       During the remainder of Employee's employment he will continue
                  to be bound by all of his other obligations to the Company,
                  including but not limited to his duties of loyalty and care
                  and his Proprietary Rights Agreement. The forgoing provisions
                  of this Agreement are not intended to prohibit the Company
                  from, and the Company reserves its right to, at any time,
                  terminate Employee for 'Cause' as that term is defined in the
                  Letter Agreement. If Employee's employment is terminated for
                  Cause, he shall then be entitled to no further payments or
                  benefits under this Agreement or the Letter Agreement as of
                  the date of such termination.

         e.       In the event that Employee breaches this Agreement, then the
                  Company shall, in addition to any other remedies the Company
                  might have, be relieved of its obligation to pay further
                  salary or other payments due under the Letter Agreement or
                  under this Agreement (other than the severance payment set
                  forth in paragraph 1(b)). Payments made prior to such
                  termination and other commitments made by the Company shall be
                  deemed adequate consideration for Employee's obligations
                  hereunder.

2.       SETTLEMENT AND RELEASE:

         a.       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, 'releases') jointly
                  and individually, from any and all claims, known or unknown,
                  which he, his heirs, successors or assigns have or may have
                  against releases and any and all liability which releases may
                  have to him whether denominated as claims, demands, causes or
                  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, the Older Workers Benefit Protection Act,
                  the Rehabilitation Act, the Family Medical Leave Act, the
                  American 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 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 February 27, 1998 under any of the Company's benefit
                  plans other than the MBO program; (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
                  Agreement. 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 releases, and will not counsel or
                  assist in the prosecution of claims against the releases,
                  whether those claims are on behalf of himself or others,
                  unless he is under a court order to do so. Notwithstanding any
                  other provision of this Agreement or the Letter Agreement,
                  Employee voluntarily relinquishes and shall not under any
                  circumstances be paid any sum under paragraph 5(b) of the
                  Letter Agreement.

         b.       The Company hereby irrevocably and unconditionally releases
                  and discharges Employee and his heirs, successors, and assigns
                  (separately and collectively, 'releases'), 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 releases and any and all liability which
                  releases may have to it, whether denominated as 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 releases' 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
                  Employee which is released hereby.


3.       PAYMENT TERMS: In the event that Employee complies in all respects with
         the terms of this Agreement, the Company will pay to Employee the
         amount due pursuant to Section 1(b) of this Agreement. Except as
         otherwise provided in this Agreement, all stock options and restricted
         stock will continue to vest through and including the Termination Date
         and will be exercisable after that date in accordance with their terms.
         Employee shall receive a payment of $16,000.00 as a tax gross-up of the
         vesting restricted shares.




4.       EMPLOYEE BENEFITS: After the Termination Date, Employee shall be
         entitled to continue his coverage under the Company's group medical and
         dental plans to the extent provided in, and subject to his satisfaction
         of the requirements of, the Company's standard Health Care Continuation
         Notice. If Employee chooses to extend the benefits through COBRA,
         Employee will be responsible for completing the Benefits Continuation
         Notice and payment of premiums.

5.       PENDING AND FUTURE LITIGATION:

         a.       Pending Litigation: During his employment and thereafter,
                  Employee agrees to participate in any litigation currently
                  active that is brought by or against the Company, by giving
                  advice, participating in discovery, and giving deposition and
                  trial testimony as may be necessary, as well as participation
                  in other activities related to such lawsuit.

         b.       Future Litigation: During his employment and thereafter,
                  Employee also agrees to participate in any future litigation
                  arising out of the period of his employment with the Company
                  by giving advice, participating in discovery, and giving
                  deposition and trial testimony as may be necessary, as well as
                  participation in other activities related to such litigation.

         c.       Pending and Future Litigation: If Employee is required to
                  participate in either pending or future litigation, the
                  Company agrees to reimburse Employee for all out of pocket
                  expenses reasonably incurred in connection therewith. The
                  Company will attempt to schedule said participation with the
                  employee's schedule and other commitments in mind. Employee
                  will be paid his current hourly rate for any participation as
                  described herein, after February 27, 1998.

6.       NON-SOLICITATION:

         a.       Employee covenants and agrees that during the period ending
                  two years after the Termination Date, he will not, directly or
                  indirectly, hire, solicit, or encourage then-current Company
                  employees to apply for employment with any person or entity:
                  (a) with which Employee is (or intends to be) employed; (b) in
                  which Employee or a firm in which he is employed, has a
                  financial interest or is engaged as a consultant, recruiter,
                  independent contractor or otherwise; or (c) in which Employee
                  is otherwise substantially financially interested. Employee
                  further covenants and agrees that he will not provide to any
                  other person or




                  entity the names of or references (other than a reference
                  requested by the Company) on any person who is then employed
                  by the Company.

         b.       Employee and the Company agree that if in any proceeding, the
                  tribunal shall refuse to enforce fully any covenants contained
                  herein because such covenants cover too extensive a geographic
                  area or too long a period of time or for any other reason
                  whatsoever, any such covenant shall be deemed amended to the
                  extent (but only to the extent) required by law.


7.       NON-DISPARAGEMENT: Employee covenants and agrees that after his
         termination and through February 27, 2000, he will not, except as
         specifically required by law or court process, or as specifically
         consented to in writing by the Company: (i) communicate to any person
         or entity any adverse information, written or oral, concerning the
         Company, its officers, directors, employees, attorneys, agents or
         advisers (including without limitation any communication concerning
         information that he acquired while he was employed by the Company and
         that concerns or relates to the business, operations, prospects or
         affairs of the Company or any of its subsidiaries or affiliates) under
         circumstances in which there is a reasonable possibility that such
         information might be publicly reported or disclosed or otherwise made
         available to the public (regardless of whether the communication of
         such information is intended to have or cause that result or that
         result is within his control); or (ii) provide to any person (other
         than his attorney or accountant) or entity any information that
         concerns or relates to the negotiations or circumstances leading to the
         execution of this Agreement or to the terms and conditions hereof or
         the parties' performance hereunder. The parties agree that the term
         'information' as used in this Section 6 shall have the broadest
         possible meaning and shall include matters that are not considered
         confidential or proprietary and that constitute beliefs, views and
         opinions as well as facts.

8.       RESIGNATION AND EXECUTION OF DOCUMENTS: Employee will tender his 
         resignation as Corporate Vice President, General Counsel & Secretary
         for the Company, and in all capacities with respect to any subsidiary
         or affiliate of the Company effective as of October 6, 1997, and agrees
         to execute the letter of resignation attached hereto (Exhibit B).
         Employee agrees to cooperate with the execution of any documents
         required to complete resignation formalities. Employee further agrees
         to cooperate with the Company to complete such documentation as is
         reasonably necessary to effect his termination from the




         Company, including but not limited to the execution of the Foreign
         Representative Statement/Certificate attached hereto (Exhibit C).

9.       NON-DISCLOSURE: 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 Agreement or the circumstances of Employee's termination
         with any person, other than his attorneys and accountants, except only
         to state that the matter has been resolved. Employee understands this
         nondisclosure provision applies particularly to current and former
         employees of the Company and the Company's customers, clients, and
         vendors.

10.      CONTINUING OBLIGATIONS REGARDING STOCK TRADING: Employee will be deemed
         a Corporate Officer for purposes of any restrictions on trading in the
         Company's securities through February 27, 1998. Specifically, the
         employee will be subject to all black-out periods and shall pre-clear
         any securities transactions with the Office of Corporate Counsel.

11.      AFFECT ON OTHER AGREEMENTS AND PLANS: Except to the extent inconsistent
         herewith or as expressly provided herein, (including, without
         limitation, Employee's ineligibility for a bonus under the MBO program
         for 1998 or thereafter), and except for changes resulting from the
         termination of Employee's employment with the Company, this Agreement
         shall have no effect upon the parties' respective rights and
         obligations under the Proprietary Rights Agreement, nor any vested
         stock options or other vested stock rights Employee may have in the
         Company.

12.      ENTIRE AGREEMENT; AMENDMENT: This Agreement constitutes the entire
         agreement between the parties hereto with respect to the subject matter
         hereof, and supersedes all prior oral or written agreements,
         commitments or understanding with respect to the matters provided for
         herein. No amendment, modification or discharge of this Agreement shall
         be valid or binding unless set forth in writing and duly executed by
         the party against whom enforcement of the amendment, modification, or
         discharge was sought.

13.      EXECUTION OF COUNTERPARTS: To facilitate execution, this Agreement may
         be executed in as many counterparts as may be required; and it shall
         not be necessary that the signatures of, or on behalf of, each part, or
         that the signatures of all persons required to bind any party, appear
         on each counterpart; but it shall be sufficient that all such
         signatures appear on one or more of the counterparts. All counterparts
         shall collectively constitute a single agreement. It shall not be
         necessary in making proof of this Agreement to produce or 




         account for more than a number of counterparts containing the
         respective signatures of, or on behalf of, all of the parties hereto.

14.      LIMITATION ON BENEFITS: It is the explicit intention of the parties
         hereto that no person or entity other than the parties hereto shall be
         entitled to bring any action or to enforce any provision of this
         Agreement against any of the parties hereto, and the covenants,
         undertakings and agreements set forth in this Agreement shall be solely
         for the benefit of, and shall be enforceable only by, the parties
         hereto or their respective successors, heirs, executors,
         administrators, legal representatives, and permitted assigns.

15.      BINDING EFFECT: This Agreement shall be binding upon and shall insure
         to the benefit of the parties hereto and their respective successors,
         heirs, executors, administrators, legal representatives and permitted
         assigns.

16.      SEVERABILITY: If any part of any provision of this Agreement shall be
         determined to be invalid or unenforceable by reason of the extent,
         duration or geographical scope thereof, or otherwise, then the parties
         agree that the court making such determination may reduce such extent,
         duration or geographical scope, or other provisions thereof, and in its
         reduced form such part or provision shall then be enforceable in the
         manner contemplated hereby.

17.      GOVERNING LAW: This Agreement and all other disputes or issues arising
         from or relating in any way to Storage Tek's relationship with Employee
         and Employee's termination shall be governed by federal law of the
         United States of America and the internal laws of the State of
         Colorado, irrespective of the choice of law rules of any state or other
         jurisdiction.

18.      AMBIGUITIES: The parties acknowledge that they have reviewed this
         Agreement in its entirety and have had a full opportunity to negotiate
         its terms, and therefore, waive all applicable rules of construction
         that any provision of this Agreement should be construed against its
         drafter and agree that all provisions of the Agreement shall be
         construed as a whole, according to the fair meaning of the language
         used.

         I acknowledge that I have been given 21 days by the Company to consider
this Agreement. I understand that I may revoke this Agreement for a period of
seven (7) days after I sign it by delivering written notice of my revocation to
the Company and that the Agreement does not become effective or enforceable
until the expiration of the seven (7) day revocation, of ______________, 1997.




         IN WITNESS WHEREOF, I have read the above Agreement, and I voluntarily
sign this Agreement after having been advised to seek my own legal counsel,
without threat or coercion, with full knowledge and understanding of its
contents, and without promise of benefit, except as expressly recited in this
Agreement.


11-12-97                                         /s/ W. Russell Wayman
--------                                       ---------------------------------
Date                                           W. Russell Wayman



                                               STORAGE TECHNOLOGY CORPORATION


                                               By:   /s/ David E.Weiss
                                                  ------------------------------

                                               David E. Weiss
                                               ---------------------------------
                                               Printed Name

                                               Chairman of the Board
                                               ---------------------------------
                                               (Director), President and
                                               ---------------------------------
                                               Chief Executive Officer
                                               ---------------------------------
                                               Title






         This agreement presented to __________________________________ on
_____________________, _____.