Human Resources and Compensation Committee Charter
Revised November 17, 2004

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Purpose

The purpose of the Human Resources and Compensation Committee (the "Committee") of the Board of Directors (the "Board") of Storage Technology Corporation (the "Corporation") is:

  1. to discharge the Board's responsibilities relating to compensation of the Corporation's employees
  2. to produce an annual report on executive officer compensation for inclusion in the Corporation's proxy statement, in accordance with applicable rules and regulations

Membership

The Committee shall be composed of at least three Directors from the Board. Each member of the Committee shall be: (i) independent, as that term is defined from time-to-time by applicable laws, rules, regulations and standards; (ii) a non-employee director, as defined in Rule 16b-3 under Section 16 of the Securities Exchange Act of 1934; and (iii) an outside director, as defined in Section 162(m) of the Internal Revenue Code of 1986.

Members of the Committee shall be elected annually by the Board at the Annual Meeting of the Board, held in connection with the Corporation's Annual Meeting of Stockholders. The Board shall designate one member of the Committee as the Chair.

A Committee member may be removed by the Board at any time, with or without prior notice and with or without cause. The Board shall have the authority to create and fill vacancies on the Committee.


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Goals and Responsibilities

The goals and responsibilities of the Committee are:

  1. to review and with input from the Board approve corporate goals and objectives relevant to the Chief Executive Officer, evaluate the Chief Executive Officer's performance in light of those goals and objectives, and have the sole authority to determine the CEO's compensation level based on this evaluation, including: base salary, incentive bonuses, equity compensation, employment agreements, severance agreements and change of control agreements and other benefits.
  2. to review and approve corporate goals and objectives relevant to the non-CEO executive officers, evaluate the performance of each of these executives in light of those goals and objectives, and have the sole authority to determine the compensation levels for each of these executives based upon this evaluation, including: base salary, incentive bonuses, equity compensation, employment agreements, severance agreements and change of control agreements and other benefits.
  3. to review and approve the philosophy and guidelines applicable to the compensation of all employees
  4. to review candidates for election to all executive positions reporting to the Chief Executive Officer and all executives who are designated as Section 16 Officers and to provide a recommendation to the Board when a candidate is presented for election
  5. to make recommendations to the Board concerning director compensation (including cash, equity and other benefits)
  6. to make recommendations to the Board with respect to incentive-compensation plans and equity-based plans that are subject to Board approval
  7. to administer the Corporation's executive incentive-compensation plans and equity compensation plans, as set forth in such plans
  8. to complete an annual performance evaluation of the Committee
  9. to review and approve major changes in, or additions to, and new forms of, the Corporation's employee benefit plans, including its Profit-Sharing and Thrift Plan, and the Committee shall have the power and authority of the Board of Directors with respect thereto
  10. to review this Charter annually to ensure its adequacy and applicability, and, when appropriate, to recommend to the Board changes to this Charter


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Operations

The Committee shall meet at least twice a year, with such additional meetings as the Chair deems appropriate.

The Chair, or his/her designee, shall report orally to the Board on the results of each Committee meeting at the next regularly scheduled Board meeting or as soon as practical thereafter.

The Committee shall have the authority to retain outside advisors and experts, as the Committee deems necessary or appropriate to carry out its duties.

The Committee shall have the sole authority to retain and terminate any compensation consultant used to assist in the evaluation of director, Chief Executive Officer or executive officer compensation, including sole authority to approve any such consulting firm's fees and other retention terms.

On or before the date required pursuant to applicable laws, rules, regulations and standards, the Committee's Charter shall be published on the Corporation's website.