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Employment Agreement - Storage Technology Corp. and Pierre Cousin


January 17, 2000

Mr. Pierre Cousin
3 Avenue du 8 Mai, 1945
Guyancourt, France 78280

Dear Pierre:

I am pleased to extend to you an offer of Vice President and General  Manager of
the Client  Server  Business  Group,  effective  February  15,  2000,  reporting
directly to Victor Perez, EVP and Chief Operating Officer.  The compensation and
benefit  package  being  offered with this  position is outlined  below,  and is
subject to approval of the Board of  Directors.  Upon  acceptance  of your offer
letter,  you will be asked to sign a Senior  Manager  Employment  Agreement that
will further  define  benefits and  responsibilities  that include the terms and
conditions contained in this offer letter.

Your annual base salary will be $275,000, and you will be considered for a merit
increase  effective  January 2001.  You will be eligible to  participate  in the
StorageTek  MBO Plan.  For 2000,  your MBO target  incentive will be 45% of your
base salary at the target level of performance,  90% at the stretch level.  This
MBO incentive plan is measured on corporate  performance  and achievement of the
MBO  goals.  A  portion  of any MBO  bonus  will be paid in the form of  equity,
including  shares of common stock, or common stock  equivalents.  The details of
this plan are contained in a separate MBO document.  Your bonus will be prorated
from your date of transfer and paid if earned, on the normal payment schedule.

In the event of your involuntary  termination  from  StorageTek,  other than for
cause,  you will be entitled to receive a severance  payment equal to the sum of
one time your base salary for the fiscal year then in effect, plus one time your
target  bonus,  whether or not such bonus would  otherwise  be  payable.  If you
accept  this  offer,  the  current  performance-based  retention  bonus that was
negotiated  with Alain  Andreoli will be measured  based upon  client/server/SAN
business  objectives that we will agree upon. If earned, this bonus will be paid
in February 2001.

Also, subject to the approval of the Board of Directors,  you will receive 5,000
shares of  StorageTek  restricted  common  stock at par value,  $ .10 per share.
These  5,000  shares  will  vest  six  years  from  the  date of  grant,  unless
accelerated.  The  vesting  can  accelerate  to the  first,  second,  and  third
anniversaries  of the grant date through  accomplishment  of certain  objectives
through the year.  You and I will jointly  define the  performance  criteria for
these restricted shares.

Further,  subject to the  approval of the Board of  Directors,  StorageTek  will
grant to you a stock  option to  purchase  75,000  shares of  StorageTek  common
stock, at a price to be determined on the day the option is granted.  The option
will be granted  pursuant  to the terms and  conditions  of the  Company's  1995
Equity Participation Plan, which is attached for your review. Seventy percent of
your options,  or 52,500 shares,  will vest in equal  increments of 33%, 33% and
34% on the first through the third  anniversaries of the grant.  Thirty percent,
or 22,500  shares,  will vest in six years from the date of the grant.  However,
the  vesting  schedule  for  these  options  can  be  accelerated  in  one-third
increments  if the Human  Resource  and  Compensation  Committee of the Board of
Directors  determines  that our financial goal (target  corporate NAT) have been
met. If we do not achieve our financial goals in a particular  year, the vesting
of that portion of the option will occur in the sixth year.

Subject  to the  approval  of the Board of  Directors  and then  current  market
conditions,  you may  participate  in the annual Stock Option Plan.  The current
allocation model projects annual options grants. The actual amount will be based
upon current methodology at the time of the grant.

Appropriate passports and visa(s) will be obtained for you and your family,
and the cost paid for by StorageTek.  International Human Resources will
assist you in these endeavors.

You will receive a car allowance for a leased vehicle of $550.00 per month, plus
reimbursement for maintenance and insurance during the term of your assignment.

StorageTek will reimburse you for your voluntary  contributions  into the French
Social Security System and any consequent U.S. taxes up to a maximum of $100,000
per year for the term of your assignment. If you leave StorageTek voluntarily or
StorageTek  terminates your employment for cause at any time during the two-year
period,  you will be responsible for repayment of all monies paid on your behalf
including the tax gross up.

StorageTek  will also provide the relocation for you and your family from France
to Colorado in accordance with the attached international assignment policy. The
policy also includes repatriation benefits, if needed.

StorageTek  will  cover the  following  additional  expenses  for your move from

o  StorageTek will provide up to $4,500 per month to help you to obtain suitable
   housing in the United States. You will be responsible for any U.
   S. taxes resulting from this benefit.
o     The Company will provide an education allowance up to a total of
   $14,000 per year to assist with the education of your accompanying
   dependent children and any resulting U. S. taxes while you are on this
o  Monthly air travel (advanced business purchase fares for International, coach
   class in the United  States)  from Denver to Paris,  not to exceed  seven (7)
o  Temporary  living for you during  the time you are  commuting,  not to exceed
   seven (7) months.

If you leave StorageTek voluntarily or StorageTek terminates your employment for
cause at any time the two year  assignment  for  reasons  other  than  change of
control,  you will be  responsible  for  repayment  of the  relocation  expenses
(except your temporary living and travel home to France, not to exceed seven (7)
months) pro-rated for the period of time you were in the position.

StorageTek also offers a deferred compensation  program.  Under this program you
may defer up to 50% of your  base  salary  and 75% of your  bonus  amount.  Your
deferred  income is credited with an interest rate equal to the ten-year  T-Bill
rate plus 2.5 points.  You will be provided further  information  regarding this

You are eligible to participate in the 401(k) plan immediately upon transfer and
begin  contributions in the next available payroll cycle. You may defer up to 18
percent of your base income into the 401(k) plan. As of Jan. 1, 2000  StorageTek
will match 100 percent of the first three percent of your annual base pay and 50
percent  of the next four  percent  of your base  pay.  You will have  immediate
ownership (be fully vested) of the first three percent  match.  StorageTek's  50
percent  match of your next four percent  contribution  will be vested after two
years of service.

You will receive life insurance coverage in the amount of two times your initial
base salary.  At the  beginning of the next quarter  after your  transfer  date,
$500,000 of this coverage will be provided  through an  individually  owned life
insurance  coverage  with the premium paid by the Company.  Your group term life
insurance coverage will be $50,000. The individually owned policy is a universal
life  policy  that you own and that  earns  cash  surrender  value.  A member of
StorageTek's  compensation team will contact you regarding enrollment after your
employment date.

The  offer is  contingent  upon your  signing  StorageTek's  proprietary  rights
agreement  and  identification  of  pre-employment  commitments  form  which are
enclosed for your review. These enclosures define your obligations to StorageTek
with  regard  to  disclosure  and  dissemination  of  confidential  information,
ownership of  intellectual  property,  disclosure  of existing  obligations  and
commitments, and non-raiding obligations.

Please  review and sign the  enclosed  documents,  and return  them along with a
signed  acceptance  copy of this letter in the enclosed  self-addressed  stamped

If you have any questions  regarding the conditions of this offer, please do not
hesitate to contact me at 303-673-3132 or Tony Picardi at 303-661-6825.
This offer is valid through 1/18/00.

I look forward to working with you as a key member of the StorageTek team!

Very truly yours,

Victor Perez
EVP and Chief Operating Officer

      Acceptance Copy
      Proprietary Rights Agreement
      1995 Equity Participation Plan
      International Assignment Policy

I accept the offer as outlined above and understand  that my acceptance does not
create an employment contract for a definite term or alter at-will employment.

Pierre Cousin           Date


David Weiss             Date
Chairman, Chief Executive Officer and

Karen Niparko                 Date
Chief Administrative Officer

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