Separation and Mutual Release

Separation and Mutual Release - Storage Technology Corp. and David E. Weiss(Jul 10, 2000)

                         SEPARATION AND MUTUAL RELEASE
                                David E. Weiss
It is acknowledged that on January 28, 2000 you, David E. Weiss (hereafter "you"
or  "your"  as the case may be)  recommended  to the  Board  of  Directors  (the
"Board") of Storage  Technology  Corporation  (the "Company") that the Board ask
you to resign from your positions as Chairman of the Board,  President and Chief
Executive  Officer of the Company (the  "Positions")  and that the Board at that
time  accepted  your  proposal and agreed that you would be asked to submit your
resignation  from the Positions at such time as the Board should have identified
and appointed your successor or successors,  or such other date as the Board and
you should deem appropriate.  The Board further agreed that your separation from
the  Company  would be in accord  with the  provisions  of Section 5 (a) of your
Employment  Agreement  with the Company  which was entered  into on May 19, 2000
(the "Employment Agreement").
This  Separation and Mutual Release (the  "Release")  will confirm the agreement
between you and the Company  concerning the  termination of your employment with
the Company.  This Release will supersede all discussions and/or oral or written
understandings  between  you  and the  Company  which  relate  in any way to the
subject  matter  of this  Release.  Except  as  specifically  set  forth in this
Release,  this Release  supersedes the terms and  conditions of your  Employment
Agreement.
1. Termination Date. It has been agreed that you will resign from the Positions,
   at the  request  of the  Board,  effective  on  midnight  July 10,  2000 (the
   "Resignation  Date") and that you will resign from your  employment  with the
   Company in on September 30, 2000 (the "Termination  Date").  Your resignation
   from the Positions and your  termination  from the Company shall be confirmed
   in a letter  dated as of the date  hereof in form and  content  substantially
   similar to that  contained in Exhibit A, attached  hereto.  During the period
   between your  Resignation  Date and your  Termination  Date (the  "Employment
   Period"), you will report directly to the Company's Lead Independent Director
   and will  assist  the  Board  and/or  the  Company  in such  ways as the Lead
   Independent  Director  may direct,  including  assisting  your  successor  in
   transitioning  into the  Positions.  During the Employment  Period,  you will
   continue to receive your current base salary and  participate  in such health
   and dental  benefits and  retirement  programs as are generally  available to
   United States employees of the Company, provided that you understand that you
   will not be entitled to receive executive  benefits or participate in the MBO
   Program during the Employment Period.
2. Severance  Payment.  Pursuant to the terms of Section 5 (a) of the Employment
   Agreement,  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  Resignation  Date, a separation  payment  equal to the
   amounts set forth in Section 5(a) of the Employment  Agreement,  which amount
   will be  equal  to (i)  two  times  your  current  annual  base  salary  (2 X
   $750,000.00 =  $1,5000,000.00),  plus (ii) two times your current target 2000
   MBO bonus which is currently equal to ninety-five  percent (95%) of your base
   salary  (2 X .95 X  $750,000.00  =  $1,425,000.00)  for a  total  payment  of
   $2,925,000.00,  less required withholding. Payment of the amounts provided in
   this Section 2 of the Release is acknowledged by you as full  satisfaction of
   all of  the  Company's  obligations  under  Section  5(a)  of the  Employment
   Agreement.
3. Other  Benefits.  Pursuant  to the terms of  Section 5 (e) of the  Employment
   Agreement,  for a period of twenty-four months from the Termination Date, you
   shall continue to receive at the Company's  expense (i) long-term  disability
   insurance  benefits as in effect at the  Termination  Date or such comparable
   benefits as the Company may, in its discretion, determine to be sufficient to
   satisfy its obligations to you regarding long-term disability coverage;  (ii)
   life insurance  coverage in the amount of $5,000,000.00;  and (iii) an annual
   allowance for financial, tax and estate planning services in amount up to one
   percent of your annual salary, or $7,500.00,  per year, which allowance shall
   be paid against  invoices  submitted  within  thirty (30) days of the receipt
   thereof.  Per  Section 5 (e) of the  Employment  Agreement,  there  will be a
   reduction  of life and  disability  insurance  coverage if  coverage  becomes
   available from  subsequent  employer  within  twenty-four  (24) months of the
   Termination Date.
4. Medical  Insurance  Coverage.  Pursuant  to the  original  terms set forth in
   Section 5 (d) of the  Employment  Agreement,  you were, to receive a lump sum
   payment to  represent  the  estimated  cost for you to extend  coverage for a
   twenty-four  month  period  under the  COBRA  continuation  laws the  medical
   coverage for you and your  dependents in effect on the  Termination  Date. It
   has now been agreed that the  provisions  of this Section 4 of this  Release,
   including in particular  the terms and conditions set forth in this Section 4
   and Exhibit B, attached  hereto,  will  supersede and replace in its entirety
   Section 5 (d) of the  Employment  Agreement.  Further,  it is agreed  that in
   consideration  of the  enhanced  medical  benefits  that you will  receive as
   described  in Exhibit B, you hereby  waive all rights to receive the lump sum
   COBRA  payment  benefits  under  Section 5 (d) of the  Employment  Agreement.
   Additionally,  it is understood that the benefits to be provided in Exhibit B
   will remain subject to the terms, conditions and limitations of the Company's
   then  applicable  United  States  medical  insurance  benefits  policies  and
   programs,  as they  may be in  effect  from  time-to-time.  Therefore,  it is
   understood  that the  medical  benefits  set forth in this  Section 4 of this
   Release,  Exhibit B, and the applicable  medical insurance  benefits policies
   and programs, as they may be in effect from time to time, will constitute the
   Company's  entire  agreement  regarding  the  provision  of  post-termination
   medical benefits to you and your spouse, Linda Weiss.
5. Stock Options.
   5.1.  Pursuant the provisions of Section 5(c) of the Employment  Agreement,
         all  of  your  unvested  stock  options  granted  to  you  under  the
         Company's  stock  option  plans on or  after  May 19,  1999,  were to
         become fully vested and  exercisable  upon the  Termination  Date and
         any stock  options  granted  to you on or after May 19,  1999 and the
         stock  options  granted to you by the  Company  prior to May 19, 1999
         and  specified  in  Schedule 1 to the  Employment  Agreement  were to
         remain  exercisable for a period of twelve (12) months  following the
         Termination  Date.  You and the Company have agreed the provisions of
         Section 5 (c) of the  Employment  Agreement will be modified and that
         the  provisions  of this  Section  5 of this  Release,  including  in
         particular  the  accelerated   vesting  and  extensions  of  time  to
         exercise stock options and  termination of restrictions on restricted
         stock set forth herein,  will supersede and replace in their entirety
         Section 5 (c) of the Employment Agreement.
   5.2.  In that  regard,  it is now agreed that on the  Termination  Date the
         following  events  shall  occur:  (A) with  respect to stock  options
         granted to you under the  Company's  1995 Equity  Participation  Plan
         (i) all such options which are unvested on the Termination  Date will
         immediately   vest  and  become   exercisable   by  you  will  remain
         exercisable  by you for a  period  of  twelve  (12)  months  from the
         Termination  Date, and (ii) all such options that were already vested
         as of the  Termination  Date will remain  exercisable  by you for the
         remaining  term of the  respective  option  agreements;  and (B) with
         respect  to stock  options  granted to you under the  Company's  1987
         Equity  Participation  Plan,  (i) all such options which are unvested
         on the Termination Date will immediately vest and become  exercisable
         by you, and (ii) all options  granted under the 1987 plan,  including
         those with  accelerated  vesting and those which were already  vested
         as of the Termination  Date, will remain  exercisable for a period of
         ninety (90) days from the  Termination  Date, in accordance  with the
         provisions of that plan and the  respective  stock option  agreements
         entered into  thereunder;  and (C) with respect to options granted to
         you under the Company's 1981 Equity  Participation  Plan, all options
         granted  under that plan have  already  vested as of the  Termination
         Date and will remain  exercisable  by you for a period of ninety (90)
         days from the Termination  Date, in accordance with the provisions of
         that plan and the  respective  stock  option  agreement  entered into
         with  you  thereunder.  Attached  as  Exhibit  C is  a  list  of  all
                                               ----------
         options  granted to you under each of these plans,  indicating  those
         options as to which vesting has been  accelerated or time to exercise
         has been extended beyond ninety (90) days from the  Termination  Date
         under this Section 5.
6. Restricted Stock.  Pursuant the provisions of Section 5 (c) of the Employment
   Agreement,  the Company's right to repurchase any shares of restricted  stock
   purchased  by you under any of the  Company's  stock option plans on or after
   May 19,  1999 were to  terminate  and all such  shares  were to become  fully
   vested.  Addtitionally,  the Company has agreed that on the Termination Date,
   the  Company=s  right  of  repurchase  of  any  of  your  previously  granted
   restricted stock, including restricted stock granted under the Company's 1987
   Equity  Participation Plan and the Company's 1995 Equity  Participation Plan,
   will be void and the Company's right and option to repurchase said restricted
   shares will terminate.  All the shares of restricted stock previously granted
   to you under the Company's plans are listed on Exhibit D.
7. Non-Compete  Provisions.   Pursuant  to  Section  8  (b)  of  the  Employment
   Agreement,  the non-compete  provisions set forth in the Employment Agreement
   shall  remain in full  force and  effect  for a period of two years  from the
   Termination Date. For the purposes of the clause in Section 8 (b) restricting
   you from accepting  employment  with or serving as a consultant or advisor or
   director to any employer  that is in  competition  with the Company or acting
   against  the  interests  of the  Company,  those  companies  deemed  to be in
   competition with the Company are: Advanced Digital  Information  Corporation,
   ATL/Quantum,   Compaq  Computers,   Exabyte,   EMC,   Hewlett-Packard,   IBM,
   ManagedStorage  International,  Sun Microsystems and Storage  Networks,  Inc.
   Provided  however,  you may at any time  request  prior  permission  from the
   Company,  in  writing,  to  accept  employment  with any of these  designated
   competitor  companies.  If the product areas or business units with which you
   seek to affiliate do not compete with StorageTek,  and StorageTek at its sole
   discretion  determines  that  such  employment  would not be  adverse  to the
   interest of StorageTek,  the Company may then approve such  employment,  such
   approval only to be effective when and if communicated in writing to you. Any
   products or services offered or announced by the Company,  including business
   which the Company  has  announced  its intent to enter as of the  Termination
   Date, will be deemed  competing  products,  services and activities under the
   first sentence of Section 8 (b).
8. Non-Solicitation Provisions. Per the terms of Section 8 (c) of the Employment
   Agreement,  the  non-solicitation  provisions  set  forth  in the  Employment
   Agreement  shall  remain in full  force and  effect for a period of two years
   from the  Termination  Date. In that regard,  you re-confirm  that during the
   two-year period commencing with the Termination Date, you will not, directly,
   or indirectly,  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.
9. Release of StorageTek by You. In exchange for the  consideration set forth in
   this Release and in the Employment Agreement and such other good and valuable
   consideration as you may receive,  you hereby irrevocably and unconditionally
   release  and  discharge  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 you,  your  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 Release under any of the Company's  benefit
   plans; (2) any claims for indemnification for acts which have occurred or may
   occur in your  capacity 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  you  may  wish to  make  for  unemployment
   compensation,  and the  Company  agrees  not to  contest  any claim  made 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.  You further
   agree  that you will not file or permit to be filed on your  behalf  any such
   claim,  will not permit  yourself 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 yourself
   or others, unless you are under a court order to do so.
10.Release  of  You  by   StorageTek.   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 in  connection  with your  employment  with the Company  prior to the
   Termination  Date under any and all  bases,  however  denominated,  provided,
   however, that this release does not affect any claims which are based on your
   gross negligence or dishonesty in the performance of duties as an employee of
   the Company,  or any other acts or  omissions  which would  constitute  Cause
   under Section 6 of the Employment  Agreement,  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.
11.Nondisclosure.  It is  understood  that this  Release  must be  disclosed  as
   required by the Securities  Act of 1933 and will therefore  become an exhibit
   to a future filed Form 10-Q or Form 10-K and may require  further  disclosure
   in the Company's  annual Proxy  Statement,  as the  regulations  may require.
   However it is agreed that the circumstances of execution of this Release will
   not be discussed  with any person,  other than your  attorneys,  accountants,
   immediate  family  members,  prospective  employers,  or  authorized  Company
   personnel.  As to matters  related to an  anticipated  announcement  via news
   releases,  internal  electronic postings and other  communications  regarding
   termination  from the Company,  the Company will work with you to insure that
   suitable  communications  are drafted such that  announcements are reasonably
   acceptable to you.
12.Directors and Officers Insurance Coverage.  The Company agrees that you shall
   continue receive the same coverage under the Company's Directors and Officers
   Insurance  ("D&O")  policy as is now in effect  and as may be in effect  from
   time-to-time  hereafter and that the amount of such coverage shall be no less
   than that afforded to any director or executive officer of the Company,  past
   or present,  under the Company's current D&O policy or under any commercially
   reasonable  successor D&O policy or  professional  liability  coverage as the
   Company may from time-to-time hereafter acquire.

You agree that by signing this  Release,  you are giving up the right to sue for
age discrimination,  and that under this Release you shall receive consideration
to which you are not  otherwise  entitled,  and would not  receive  but for your
release of rights under the ADEA. You understand  that you have up to twenty-one
(21) days  after  delivery  of this  Release  to  consider  whether to sign this
Release.  You further  understand that, after you have 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 you
sign  this  Release.  You  further  understand  that you will  not  receive  the
severance payment due under the Employment Agreement until this seven-day period
has expired. During this seven-day period, you may revoke this Release,  without
reason and in your sole judgment, but you may do so only by delivering a written
statement of revocation to the Company to the attention of the General  Counsel.
If the Company does not receive a written  statement of  revocation  from you by
the  end of the  revocation  period,  then  this  Release  will  become  legally
enforceable and you may not thereafter revoke this Release.
You agree 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:
Your signature below  acknowledges  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  that  your  have  had  the
opportunity  to do so, that you did in fact  consult  with a lawyer and that you
have been advised and  represented  by a lawyer of your choosing  before signing
this release.
                                   /s/ Dave E. Weiss
--------------------------        -----------------------------------
Date                                    DAVE E. WEISS
This Release presented to Dave Weiss on July ___,  2000
On Behalf of Storage Technology Corporation:
/s/ Robert E. Lee
-----------------------------------
(Signature)
ROBERT E. LEE
Chairman, Human Resources & Compensation Committee
Of the Board of Directors

                                  EXHIBIT A
TO THE BOARD OF DIRECTORS
STORAGE TECHNOLOGY CORPORATION
One StorageTek Drive
Louisville, Colorado 80028
                          RE: Letter of Resignation
      I, the undersigned, David E. Weiss, hereby resign:
      (i)  effective  as of midnight  July 10,  2000,  as Chairman of the Board,
Director and President and Chief Executive Officer of Storage Technology
Corporation (the "Company");
      (ii) effective as of midnight July 10, 2000, as a director  and/or officer
or partner of each  subsidiary,  Affiliate (as that term is defined in the rules
under the  Securities  Act of 1933,  as amended) of the  Company,  and any joint
venture, limited liability company, general partnership and limited partnership,
directly or indirectly owned, in whole or in part or controlled, by the Company;
and
      (iii) effective as of September 30, 2000, as an employee of the Company.
IN WITNESS WHEREOF, I the undersigned have set my hand as of July __, 2000.
/s/ David E. Weiss
--------------------------
David E. Weiss
6900 Pawnee Way
Niwot, Colorado 80503

F:\SEC Rptg\2000\Q2\WeissExB.rtf
Confidential                     Page 1                         08/11/00
                                  EXHIBIT B
                           Retiree Medical Benefits
Type of Coverage. After termination of your employment, the Company will provide
to you and to your spouse,  Linda Weiss,  continued medical  insurance  coverage
under the medical insurance  programs  generally  provided by the Company to its
current  United  States   employees  and  the   supplemental   medical   expense
reimbursement  ("MERP") described in this Exhibit B (collectively,  the "Medical
Insurance  Benefits").  These Medical Insurance  Benefits will be subject to the
Release,  including Section 4 thereof, this Exhibit B, and the terms, conditions
and limitations of the Company's then applicable United States medical insurance
benefits  policies and  programs.  Type of coverage will be based on the plan or
coverage  options  chosen by you from the  selection in effect from time to time
under the medical  insurance  program then made  available by the Company to its
United States employees or reasonably comparable coverage then made available by
the Company for retirees .
Cost.  The  premium  payable  by you for  Medical  Insurance  Benefits  for each
calendar year will be the COBRA  equivalent  coverage  rates that you would have
paid  were you an  elective  COBRA  participant  at the time such  coverage  was
applied for. Such payments will be due and payable monthly, or at your election,
annually,  provided  such  annual  payment  is both  consistent  with  the  plan
parameters  then in effect and can be reasonably  and easily  implemented by the
Company, to the Company at such times and in such amounts as shall be consistent
with the  processes  and  practices  of the Company and the  Company's  coverage
provider.  The COBRA equivalent  payment will be adjusted annually in accordance
with (i) the  Company's  policies and practices  then in effect,  (ii) the cover
provider's  applicable fee schedules,  and (iii) the elected coverage applicable
to you and Linda Weiss at the time, provided that the monthly premium payable by
you shall not exceed the amount  that would at the time of the  adjustment  have
been charged to any other United  States  employee of the Company  under similar
circumstances with similar coverage selections. The Company's Board of Directors
or a  Committee  of the Board may also  change  the  premium  payable by you for
Medical Insurance Benefits, at its discretion, provided that the premium payable
by you shall not  exceed the  amount  that would at the time of the change  have
been charged to any other United  States  employee of the Company  under similar
circumstances with similar coverage selections.  The Company will pay the entire
cost of the Medical Insurance Benefits in excess of the premium payable by you.
Duration.  Medical Insurance Benefits will be provided to you for your lifetime,
and to your  spouse,  Linda  Weiss,  for her  lifetime,  provided  that  spousal
coverage for Linda Weiss shall  terminate in the event of a divorce and provided
further that  coverage for you and your spouse shall  terminate in the event the
Company  terminates  its  medical  insurance  program  and/or  ceases to provide
medical insurance benefits to its United States employees.
Coordination of Benefits with Medicare  and/or Third Party  Coverage.  After the
earlier of: 1) you or your spouse,  Linda  Weiss,  reach the age 65, as the case
may be, or upon the  individual  attainment  of whatever  age is  applicable  to
qualify for Medicare  coverage at the time such  eligibility is established  and
attained,  2) you become disabled,  3) you or your spouse,  Linda Weiss,  become
eligible for employer  provided  group  insurance  and/or other retiree  medical
benefits or Medicare  coverage,  Medical Insurance  Benefits must be coordinated
with  Medicare  (or any  successor  or  substitute  government-sponsored  health
insurance  program) or other employer provide benefits  available to you or your
spouse,  with Company  coverage being  secondary or  supplemental  to such other
insurance benefits.
Supplemental  Coverage (MERP).  As part of the Medical Insurance  Benefits,  the
Company shall reimburse you for uncovered  medical expenses  incurred by you and
your spouse,  Linda Weiss,  during the period retiree Medical Insurance Benefits
are  provided,  up to a total of $5,000 per calendar  year of uncovered  medical
expenses. This supplemental medical expense reimbursement will be subject to the
terms, conditions and limitations of the Company's then applicable United States
supplemental medical expense reimbursement policies and programs, as they may be
in effect from time-to-time. Claims shall be submitted and will be processed and
reimbursed  in  accordance  with the  Company's  then  current  medical  expense
reimbursement  plan. Current MERP plan guidelines are attached hereto as Exhibit
B-1.
Reservation of Rights.  Medical  Insurance  Benefits  provided under the Release
shall be  subject  to the  terms,  conditions  and  limitations  of the  medical
insurance  benefits made generally  available by the Company to it United States
employees and supplemental medical expense reimbursement  policies and programs,
as in effect from time to time during the coverage period.  The Company reserves
the right to change,  amend or  terminate  its  medical  insurance  benefit  and
supplemental  medical  expense  reimbursement  programs  and  policies,  but may
terminate  your Medical  Insurance  Benefits only if and when medical  insurance
benefits (i) are terminated for all United States  employees  generally and (ii)
are also  terminated  for other  retirees  participating  in  similar  executive
benefits and may amend or change your Medical  Insurance  Benefits to the degree
that  these  changes or  amendments  generally  affect all of the United  States
employees of The Company.
Amendment  to  Retiree  Medical  Program.  Provision  of the  Medical  Insurance
Benefits  is subject to  approval  by the  Company's  Board of  Directors  of an
amendment  to the  Company's  current  retiree  medical  program  to change  the
eligibility  requirements  from age 55 plus 10 years of  service  to age 55 plus
nine years of  service.  The Human  Resources  and  Compensation  Committee  has
already approved such amendment and will recommend that the Board do the same at
the Board meeting scheduled to be held on July 14, 2000.
Taxes.  You are  responsible for payment of taxes, if any, due with respect to
the  Medical  Insurance  Benefits  received  from and paid for by the  Company
hereunder.
Lifetime Maximum Coverage.  Medical Insurance  Benefits provided hereunder shall
not exceed the lifetime limits  established  for all United States  employees of
the Company,  as they may be changed or amended from  time-to-time,  and as they
may be in effect at such time the then current limit is attained.  Said lifetime
benefit limit shall be exclusive of supplemental coverage (MERP) payments, which
payments will not be counted against the lifetime benefit coverage limit. 

EXHIBIT C                                       
Grant Summary Report                                    
David Weiss - Termination date 09/30/00                                 
Grant Date      Plan    Grant   Option  Options         Vested 
                        Type    Price   Granted         Options
3/27/1991       81I     ISO     16.81   "16,000"        "16,000"
8/1/1991        87      NQ      24.5    "2,400"         "2,400"
12/17/1991      87      NQ      20.13   "2,416"         "2,416"
8/11/1992       87      NQ      13.63   "4,000"         "4,000"
12/15/1992      87      NQ      11.44   "8,640"         "8,640"
2/25/1993       87      NQ      9.38    "6,000"         "6,000"
11/16/1993      87      NQ      14.94   "10,500"        "10,500"
11/16/1993      87      NQ      14.94   "12,600"        "12,600"
11/16/1993      87      NQ-Perf 14.94   "9,100"         "9,100"
12/12/1994      87      NQ      14.56   "14,374"        "14,374"
12/12/1994      87      NQ-Perf 14.56   "12,458"        "8,305"
5/17/1995       87      NQ      11.13   "20,000"        "20,000"
12/14/1995      1995    NQ-Perf 15      "79,542"        "79,542"
12/14/1995      1995    NQ-Perf 15      "42,996"        "28,664"
5/22/1996       1995    NQ      17.19   "200,000"       "200,000"
5/22/1996       1995    NQ-Perf 17.19   "300,000"       "200,000"
12/10/1996      1995    NQ      24.25   "70,830"        "70,830"
12/10/1996      1995    NQ-Perf 24.25   "38,138"        "12,712"
2/5/1998        95-A    NQ      30.31   "80,402"        "53,601"
2/5/1998        95-A    NQ-Perf 30.31   "34,458"        0
2/5/1999        95-A    NQ      37.06   "89,840"        "29,946"
2/5/1999        95-A    NQ-Perf 37.06   "38,503"        0
7/28/1999       95-A    NQ      22.06   "105,000"       "35,000"
7/28/1999       95-A    NQ-Perf 22.06   "45,000"        0
                        Totals:         "1,243,197"     "824,630"
                Vested Options             Accelerated          Total options
                Exercisable   Options      options              Exercisable
                through      Accelerated   Exercisable through  w/ Acceleration
                12/29/2000      0                               "16,000"
                12/30/2000      0                               "2,400"
                12/30/2000      0                               "2,416"
                12/30/2000      0                               "4,000"
                12/30/2000      0                               "8,640"
                12/30/2000      0                               "6,000"
                12/30/2000      0                               "10,500"
                12/30/2000      0                               "12,600"
                12/30/2000      0                               "9,100"
                12/30/2000      0                               "14,374"
                12/30/2000      "4,153"          12/30/2000     "12,458"
                12/30/2000      0                               "20,000"
                12/13/2005      0                               "79,542"
                12/13/2005      "14,332"        9/29/2001       "42,996"
                5/21/2006       0                               "200,000"
                5/21/2006       "100,000"       9/29/2001       "300,000"
                12/9/2006       0                               "70,830"
                12/9/2006       "25,426"        9/29/2001       "38,138"
                2/4/2008        "26,801"        9/29/2001       "80,402"
                                "34,458"        9/29/2001       "34,458"
                2/4/2009        "59,894"        9/29/2001       "89,840"
                                "38,503"        9/29/2001       "38,503"
                7/27/2009       "70,000"        9/29/2001       "105,000"
                                "45,000"        09/29/2001      "45,000"
        Totals:                 "418,567"                       "1,243,197"

Exhibit D
Restricted Stock Summary Report                         
David Weiss - Termination date 09/30/00                         
Grant           Purchase        Restricted Stock        Vested
Date    Plan    Price   Granted (Shares)             Shares (1)
12/17/1991      87      0.05    "1,380"                0
12/15/1992      87      0.05    "5,040"                0
12/14/1995      95      0.05    22884                  "22,884"
                TOTALS  "29,304"                       "22,884"
          Shares to be    Restrictions                    
          Accelerated     Release Date
          "1,380"             9/30/2000
          "5,040"             9/30/2000
          0                   Already Released
 Totals:  "6,420" 
Notes:  
"1.  The 22,884 vested shares have already been released to Mr. Weiss."