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EX10.21    
  


October 26,
2001 


Barry
Zwarenstein

Via-email 


Dear
Barry: 


        Iomega
is very pleased to offer the position of Vice President and Chief Financial Officer position and look forward to you joining our team. We are excited about our future and your
contributions to our continued success. You will be reporting directly to me and your work location shall be San Diego, California. Our offer includes an annual base salary of $330,000 paid on a
bi-weekly basis. We would like your employment to begin on November 1, 2001. 


        Your
compensation package includes: 



	•
	Participation
in the Iomega Incentive Bonus Program, with an annual incentive target payment equal to 55% of your annual salary, subject to the terms of the
Bonus Program that includes potential payouts up to two times target level for exceeding goals. 100% bonus pay-out (pro-rated from your date of employment) is guaranteed for
fiscal year 2001.



	•
	An
option to purchase 85,000 shares of Iomega stock with an exercise price equal to the Fair Market Value on your start date; the Fair Market Value of the
stock is determined by the average of the high and low price on the day you begin employment. These option shares will vest in four increments, 25% on your first anniversary, 25% on your second
anniversary, 25% on your third anniversary and 25% on your fourth anniversary. You will also be eligible for additional stock option grants on an annual basis subject to board of directors' approval.
The amount of these grants is dependent on factors such as number of shares outstanding, the individual's level in Company and job performance. All options are subject to the terms of a stock option
agreement, which contains non-competition and non-solicitation provisions.



	•
	3
weeks PTO based on our current PTO policy. (The vacation policy is being re-defined and once it is approved, your vacation will be based on the
new policy. We will guarantee you the equivalent of three weeks vacation and one week of convertible sick time.)



	•
	A
comprehensive benefits package, including medical, dental, annual executive physical, a 401(k) plan, paid time off and educational assistance, subject to
the terms and conditions of those plans.



	•
	Participation
in the Executive Life Insurance program at two times your annual base salary, subject to medical underwriting.



	•
	Participation
in the Executive Long-Term Disability Program, subject to medical underwriting.



	•
	Participation
in the Executive Tax Planning Services provided by Price Waterhouse LLP.



	•
	Participation
in the Iomega Non-qualified Deferred Compensation Plan.



	•
	Participation
in a Change of Control Agreement as approved by the Board of Directors. 




Relocation Package  


        You will receive the Iomega Executive Relocation Package (attached) for your move to San Diego. You must complete your move by 8/1/03. We will pay temporary
living expenses as described below in San Diego through 6/30/03. Iomega plans to administer the temporary living expenses as a non-taxable event. In case these expenses would become a
personal taxable liability for you, the amount will be grossed-up. 



	•
	Air
travel to/from San Diego each week for you and on a monthly basis for your immediate family. 









	•
	Company
paid corporate furnished housing in San Diego.



	•
	Use
of company car while in San Diego. 




Severance Pay  


        If your employment is terminated or "constructively terminated"—other than for "cause" as defined below—you will receive severance
according to the following schedule provided you have signed a separation agreement and full release. 


        —10 months
base salary if severance is triggered prior to your relocation to San Diego 


        —12 months
base salary if severance is triggered after your relocation to San Diego. 


        —In
addition, should your severance be triggered at any time, you will receive an additional 12 months' vesting on outstanding stock options. 


        "Cause"
means: a) A violation of law that would materially injure Iomega or materially impact employee's ability to perform for Iomega, b) A material breach of
non-solicitation, non-competition or non-disclosure obligations owed by employee to Iomega, or c) The commission of an act of fraud, embezzlement or crime
involving moral turpitude. "Constructively terminated" means: x) An adverse alteration in the nature and status of employee's job responsibilities, title or reporting structure, y) A
material reduction in employee's annual base salary, bonus plan, or any other benefit, or z) the relocation of employee's primary work location more than 25 miles from San Diego, California. 


        Barry,
I recognize and share your position that Iomega's executive package is under market in certain areas, specifically the stock option program, Change in Control Agreement and
executive benefits package. In Q1 2002, we are presenting a proposal to the Compensation Committee for updates and improvements to these items as part of our comprehensive executive compensation
package and we are confident that our proposals will be approved. 


        The
start of your employment is contingent upon: (a) your signature on this letter (b) your signature on the Agreement for Employee use of Corporate Information, and
(c) proof of your eligibility to work in the United States and (d) receipt by Iomega of a satisfactory background check. 


        This
offer for a position constitutes an at-will relationship with Iomega. This means that both you and Iomega share the right to sever the employment relationship at any
time, for any reason or no reason, and with or without notice. 


        To
accept this offer, please sign and return before October 26, 2001. Please fax this signed offer letter and Agreement for Employee Use of Corporate Information to Anna Aguirre
at (858) 546-4771. If you have any questions please contact me at (858) 546-4799. 


        I
look forward to you joining the Iomega team! 



	 	 	 
	Sincerely,	 	 
	 	 	 
	Werner T. Heid

President and CEO	 	 
	 	 	 
	 	 	 
	/s/  BARRY ZWARENSTEIN      
 Signed and Accepted	 	10/26/01
 Date











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EX10.21