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                                                                   EXHIBIT 10.28

                              SEVERANCE AGREEMENT

         This Severance Agreement ("Agreement") is entered into as of July 24,
2000, between Exabyte Corporation, a Delaware corporation (the "Corporation"),
and [FirstName] [LastName] (the "Employee").

                                     RECITAL

         Employee currently serves as the Corporation's [JobTitle] and the
Corporation and Employee desire to set forth herein the terms and conditions of
his/her compensation in the event of the termination of his/her employment
following a Change in Control (as defined herein). In the event of a Change in
Control, Employee and other key employees may be more vulnerable to dismissal
without regard to quality of their service. Because such key employees are in a
unique position to affect the acquisition effort by another party and are
vulnerable in the event of a Change of Control, the Board of Directors of the
Corporation (the "Board") believes that it is in the best interests of the
Corporation and its stockholders to enter into agreements such as this one in
order to ensure fair treatment of such key employees and to reduce the
distractions and other adverse effects upon such employees' performance which
are inherent in such an acquisition/Change in Control.

                                    AGREEMENT

         The parties hereto agree as follows:

         1. Term. If a Change in Control (as defined below) has not occurred,
this Agreement shall expire as of July 24, 2005. If a Change in Control occurs,
this Agreement shall continue in full force and effect and shall not terminate
until Employee's receipt of the severance compensation provided hereunder. This
Agreement shall have no effect if Employee is not employed by the Corporation at
the time any Change in Control becomes effective.

         2. Termination Upon a Change in Control. In the event of a Termination
Upon a Change in Control (as defined below), Employee shall immediately be paid
all accrued salary, bonus compensation to the extent earned, vested deferred
compensation, any benefits then due under any plans of the Corporation in which
Employee is a participant, accrued vacation pay and any appropriate business
expenses incurred by Employee in connection with his duties, all to the date of
termination ("Accrued Compensation"). Employee shall also be entitled to the
severance compensation described in Section 3, subject to the terms and
conditions set forth in that Section. "Termination Upon a Change in Control"
shall mean a termination by Employee for Good Reason (as defined below) of
Employee's employment with the Corporation within eighteen (18) months after the
occurrence of a Change in Control (as defined below) or a termination by the
Corporation of Employee's employment with the Corporation within eighteen (18)
months after the occurrence of a Change in Control other than a termination by
reason of death or Disability (as defined below) or a Termination for Cause (as
defined below).

         For purposes hereof, the following terms shall have the meanings set
forth below.

         A "Change in Control" of the Corporation shall be deemed to have
occurred if (i) any person (as such term is used in Sections 13(d) and 14(d)(2)
of the Securities and Exchange Act of 1934 (the "Exchange Act") or group, other
than the Corporation, is or becomes the beneficial owner (as defined in Rule
13d-3 under the Exchange Act), directly or indirectly, of 50% or more of the
combined voting power of the outstanding shares of capital stock of the
Corporation entitled to vote generally in the election of directors (calculated
as provided in Rule 13d-3(d) under the Exchange Act in the case of rights to
acquire capital stock), whether by means of a tender offer or exchange offer,
Transaction or otherwise; or (ii) the Board or the stockholders of the
Corporation approve a Transaction. A "Transaction" is: a) any consolidation or
merger of the Corporation other than a merger solely to effect a reincorporation
or a merger of the Corporation as to which stockholder approval is not required
pursuant to Sections 251(f) or 253 of the



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Delaware General Corporation Law; or b) any sale, lease, exchange or other
transfer (in one transaction or a series of related transactions) of 50% or more
of the assets of the Corporation.

         "Disability" shall mean that Employee, in the reasonable judgment of
the Board, is incapable of performing the duties of his/her office by reason of
illness or physical or mental disability, which condition has continued for a
period of more than three (3) consecutive months.

         "Good Reason" shall include any of the following:

                  (i) the assignment to Employee by the Corporation of duties
         materially and adversely inconsistent with, or a substantial adverse
         alteration in the nature or status of Employee's responsibilities
         immediately prior to a Change in Control;

                  (ii) a material reduction by Corporation in Employee's salary
         or other benefits as in effect on the date of a Change in Control;

                  (iii) a relocation of Corporation's principal executive
         offices to a location outside Boulder County, Colorado, or Employee's
         relocation to any place other than said offices of Corporation, except
         for reasonably required travel by Employee on Corporation's business;

                  (iv) any material breach by the Corporation of any provision
         of this Agreement, if such material breach has not been cured within
         thirty (30) days following written notice by Employee to the
         Corporation of such breach setting forth with specificity the nature of
         the breach; or

                  (v) any failure by Corporation to obtain the assumption of
         this Agreement by any successor or assignee of Corporation.

         "Termination for Cause" shall mean termination of Employee's employment
by the Corporation by reason of the following: (i) Employee's willful dishonesty
towards, fraud upon, crime against, deliberate or attempted injury or bad faith
action with respect to the Corporation; or (ii) Employee's conviction for any
felony crime (whether in connection with the Corporation's affairs or
otherwise); or (iii) Willful misconduct or gross negligence in the performance
of Employee's duties to the Company; or (iv) Employee's violation of any
agreement with the Company concerning the protection or ownership of the
Company's intellectual property or the prohibition of certain forms of
solicitation and/or competition.

         3. Severance Compensation.

            a. Severance Payments. In the event of a Termination Upon a Change
in Control the Corporation and Employee hereby stipulate and agree that no more
than ninety (90) days following Employee's execution of a legal release in a
form satisfactory to the Corporation in its sole discretion and drafted so as to
ensure a final, complete and enforceable release of all claims that Employee has
or may have against the Corporation relating to or arising in any way from
Employee's employment with the Corporation and/or the termination thereof, and
complete and continuing confidentiality of the Corporation's proprietary
information and trade secrets, the circumstances of Employee's separation from
the Corporation, and compensation received by Employee in connection with that
separation, the Corporation shall pay to Employee severance compensation in an
aggregate amount equal to Employee's Compensation (as defined below) for a
period of twelve (12) months. Such Compensation shall be computed with reference
to the compensation paid to Employee for the last full calendar month coinciding
with or immediately preceding the month in which the Change in Control occurred
or the month in which Employee's employment terminates, whichever amount is
higher. "Compensation" of Employee means and includes all wages, salary, bonus
and incentive compensation paid by the Corporation as consideration for
Employee's service that are includible in the gross income of Employee for
federal income tax purposes, but excluding any taxable income recognized upon
the exercise of stock options or disposition of shares acquired upon the
exercise of stock options. Compensation as to any month shall include
one-twelfth (1/12) of the amount of any bonus or


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other lump sum compensation applicable to Employee during the subsequent twelve
(12) months and to which Employee likely would have been entitled but for the
Change in Control, including the ratable portion of any existing bonus or profit
sharing plan after applying reasonable forward-looking operating assumptions,
and all amounts accrued with respect to such month(s) under any deferred
compensation plan. Severance compensation shall additionally be grossed up to
reflect the imposition of any excise taxes on excess "parachute payments" under
Section 4999, or other applicable section, of the Internal Revenue Code, as
amended. All severance compensation shall be without prejudice to Employee's
right to receive all Accrued Compensation (as defined in Section 2) earned and
unpaid up to the time of termination.

            b. Other Severance Provisions. In addition to the severance payments
described above, Employee will receive 100% Corporation-paid health insurance in
the same plan as provided to such Employee immediately prior to Employee's
Termination Upon a Change in Control. If Employee's health insurance coverage
included Employee's dependents immediately prior to Employee's termination, such
dependents will also be covered at the Corporation's expense. Continuation
coverage under this Section 3(b) shall continue for twelve (12) months after
Employee's Termination Upon a Change in Control, provided, however, that such
continuation of coverage shall end as of the date Employee becomes covered under
any other group health plan that is not maintained by the Corporation.

         4. Vesting and Exercisability of Outstanding Options. In the event of
Termination Upon a Change in Control, all stock options outstanding as of the
date of Termination Upon a Change in Control which are not otherwise yet
exercisable and vested on such date shall become fully exercisable and vested,
and shall remain exercisable for a period of three months following termination
(twelve (12) months in the event of termination because of Employee's
Disability).

         5. Other Benefits. Neither the provisions of this Agreement nor the
severance compensation provided for hereunder shall reduce any amounts otherwise
payable, or in any way diminish Employee's rights as an employee of the
Corporation, whether existing now or hereafter, under any benefit, incentive,
retirement, stock option, stock bonus, stock purchase plan, or any employment
agreement or other plan or arrangement.

         6. Employment Status. Notwithstanding any other provision of this
Agreement, Employee shall not be entitled to any of the benefits set forth in
this Agreement if, prior to the effective date of the Change in Control and for
reasons other than the avoidance of the Corporation's obligations under this
agreement, Employee either ceased to be employed by the Corporation or had been
demoted or transferred to a position at a lower level with the Corporation than
the position held by Employee as of the effective date of this Agreement. This
Agreement does not constitute a contract of employment or impose on Employee or
the Corporation any obligation to retain Employee as an employee, or to change
the status of Employee's employment. Employee acknowledges that he or she is an
"at-will" employee of the Corporation, and that the Corporation may terminate
his or her employment at any time, with or without cause. This Agreement shall
have no effect if Employee is not employed by the Corporation at the time of any
Change in Control.

         7. Miscellaneous.

            a. Severability. Should a court or other body of competent
jurisdiction determine that any provision of this Agreement is excessive in
scope or otherwise invalid or unenforceable, such provision shall be adjusted
rather than voided, if possible, so that it is enforceable to the maximum extent
possible.

            b. Withholding. All compensation and benefits to Employee hereunder
shall be reduced by all federal, state, local and other withholdings and similar
taxes and payments required by applicable law.

            c. Disputes. Any civil action relating to or arising in any way from
this Agreement, or involving the construction of application of this Agreement,
shall be tried only in the state or federal courts situated in the
Denver/Boulder, Colorado, metropolitan area. The parties hereby consent to
jurisdiction and


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venue in such courts. In any such action the party substantially prevailing
shall recover from the other party all costs and expenses incurred by the
substantially prevailing party in connection with the action, including
reasonable attorneys' fees.

            d. Entire Agreement: Modifications. This Agreement shall supersede
any and all previous agreements relating to the same subject matter. This
Agreement represents the entire agreement between the parties and may be
amended, modified, superseded or canceled, and any of the terms hereof may be
waived, only by a written instrument executed by each party hereto or, in the
case of a waiver, by the party waiving compliance. The failure of any party at
any time or times to require performance of any provision hereof shall not
affect the right at a latter time to enforce the same. No waiver by any party of
the breach of any provision contained in this Agreement, whether by conduct or
otherwise, in any one or more instances, shall be deemed to be or construed as a
further or continuing waiver of any such breach or of any other term of this
Agreement.

            e. Applicable Law. This Agreement shall be construed under and
governed by the internal laws of the State of Colorado.



                                        EXABYTE CORPORATION




                                        By:
---------------------------------          ---------------------------------
Signature                    Date       William L. Marriner
[FirstName][LastName]                   President and Chief Executive Officer




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