exv10w50



 






Exhibit 10.50




July 29, 2005




Tom Ward

2300 75th Street

Boulder, Colorado 80301




Dear Tom:




     Exabyte Corporation (the “Company”) is pleased to offer you continuance in the position of
President and Chief Executive Officer, on the terms and conditions set forth below, which terms and
conditions are subject to and contingent upon final approval by the Company’s Board of Directors.



1. Duties and Responsibilities




     As President and Chief Executive Officer, you will report directly to the Company’s Board of
Directors (the “Board of Directors”) and perform the duties and have the responsibilities
customarily associated with these positions (including autonomy to run the day-to-day operations of
the Company), and such other duties as may be assigned to you by the Board of Directors. In this
capacity, we expect you to devote your full business time and best efforts to the performance of
your duties and to abide by the Company’s policies and procedures in effect from time to time;
provided that you will be permitted to serve on the board of directors of other profit or
non-profit entities so long as such service does not adversely affect the performance of your
duties under this Agreement.



     You shall be nominated by the Board of Directors as a candidate for Director for so long as
you hold the position of President and Chief Executive Officer.



     Employment with the Company under this Letter Agreement is for no specific duration. As a
result, either you or the Company are free to terminate your employment at any time for any reason,
with or without cause and with or without notice. Although your job duties, title, compensation and
benefits, as well as the Company’s personnel policies, practices and procedures, may change from
time to time, the “at-will” nature of your employment may only be changed in writing upon approval
by the Board of Directors.



2. Compensation.




     (a) Base Salary. Your base salary shall be $300,000 per annum, paid bi-weekly in accordance
with the Company’s regular payroll schedule and practices. Your compensation will be reviewed no
less frequently than annually, which review will also include consideration of additional option
(or other equity program) grants, although there is no guarantee of compensation increases or
additional option (or other equity program) grants.



 









 





     (b) Bonus. The Company shall pay you a quarterly incentive bonus of up to $75,000, paid in
cash or stock at the then-current fair market value, upon achievement of mutually agreed goal. The
goals for any incentive bonus must be set forth in writing.



     (c) Stock Options. From time to time (at least annually) the board shall review whether
additional option grants are appropriate.



3. Benefits.




     As a regular employee of the Company, you will be eligible to participate in a number of
Company-sponsored benefits under the same terms and conditions as other employees, including health
insurance for you and your dependents, our 401(k) savings plan, life insurance, accidental death
and dismemberment insurance, dental insurance, vision insurance, short-term disability and
long-term disability insurance and our paid time off benefits.



4. Vacation.




     At the Company, we believe that you should take time to rejuvenate when you need it. You and
the Board will map out your vacation plans annually and then communicate occasionally to confirm
your scheduled time off. A general guideline for you will be two weeks for each six months of
service.



5. Miscellaneous.




     This Letter Agreement shall be governed by the substantive law of the State of Colorado. In
any action relating to or arising from this agreement, the party substantially prevailing shall
recover its costs and expenses it incurs in connection with the action, including reasonable
attorneys’ fees.



Sincerely,




/s/ Juan Rodriguez

Juan Rodriguez

Chairman of the Board

Exabyte Corporation




	 	 	 	 	 	 	 
	Accepted:	 	 	 	Date:	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 






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