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                                                                    EXHIBIT 10.1
February 24, 2003

Mr. Paul J. Tufano
80 Broadway
Los Gatos, CA  95030

Dear Paul,

Maxtor Corporation is pleased to offer you the position of President and Chief
Executive Officer, effective February 24, 2003, reporting to Dr. C.S. Park,
Chairman, and the Board of Directors ("BOD"). Your base salary will be $700,000
per annum. You will be eligible for a management incentive bonus which will be
100% of your base salary at target and which will be paid out based on BOD
determined performance goals for both corporate measures and your individual
measures. Salary and bonus are subject to applicable taxes at the time of
payment.

You will be eligible for all of Maxtor's benefit plans applicable to
California-based employees.

In addition, on February 24, 2003, the BOD granted you 750,000 Maxtor stock
options under our Stock Option Plan, and 100,000 restricted stock units in
our Restricted Stock Unit Plan, both grants subject to your acceptance of this
offer. Details of the programs will be provided to you at the time of your
acceptance of this offer.

If your employment is involuntarily terminated other than for "Cause",
"Permanent Disability", "Termination Upon Change of Control" (as "Cause",
"Permanent Disability" and "Termination Upon Change of Control" are defined in
your Retention Agreement dated May 29, 1998) or death, you will be paid, subject
to you executing a mutually acceptable release in favor of Maxtor: (i) your
management incentive bonus for the year immediately prior to the year in which
termination occurs in such amount as the Board determines was actually earned,
assuming that such bonus has not already been paid, and (ii) a severance package
consisting of the following: two (2) years base salary, plus two times (2x) the
management incentive bonus set forth in (i) immediately above (even if such
prior year bonus has already been paid to you prior to or on the date of
termination), to be paid evenly over a two (2) year severance period on Maxtor's
regular paydays. Company employee health benefits would continue during the
severance period and would be paid either directly by Maxtor or by reimbursement
to you without gross up.

Additionally, in consideration of the salary, incentive bonus opportunity, stock
grants and benefits set forth above, including the severance package, you agree
that if you are involuntarily terminated from Maxtor as aforesaid, you will not
accept employment with a direct Maxtor competitor in the role of President, CEO,
CFO or COO, or an equivalent operating position to the aforementioned positions,
within two (2) years of such termination. If you accept such employment, then as
of the date of such acceptance, MXO may cease, at its sole option, any of the
aforementioned severance and severance benefit payments, except any earned
bonus, and if MXO makes such decision to cease such payments, any payments made
after such acceptance date must be immediately refunded.

By signing and accepting this offer, you also agree to forfeit the unpaid
portion of any bonus if you voluntarily resign from your employment at Maxtor
prior to the last day of payment of any such bonus, unless otherwise agreed in
writing from time to time by the Maxtor Board of Directors.

Also, as it is customary with all Maxtor employees, you will not have an

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employment contract, and either you or Maxtor can terminate your employment
relationship with or without cause at any time. You agree that all previous
agreements between you and Maxtor remain in full force and effect, except as
specifically modified by this offer, and that this offer letter constitutes the
entire arrangement and understanding between Maxtor and you regarding this
offer.

Additionally, you agree that if any provision(s) of this offer letter are held
to be unenforceable or invalid by a court of competent jurisdiction, the
remaining provisions will remain in full force and effect.

Paul, we at Maxtor look forward to having you as President and Chief Executive
Officer and are confident that you will make significant contributions to the
company's future. Please sign below signifying your acceptance of this position
and these conditions and return this letter to me.

Sincerely,

By: /s/ Dr. C.S. Park
    Dr. C.S. Park
    Chairman of the Board

Accepted: /s/ Paul J. Tufano
          Mr. Paul J. Tufano

          Dated: February 24, 2003

Maxtor Corporation ? 500 McCarthy Boulevard ? Milpitas, CA 95035 ? Telephone
(408) 894 5000

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