8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) March 3, 2008

STEC, INC.

(Exact name of registrant as specified in charter)

California	000-31623	33-0399154
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

3001 Daimler Street, Santa Ana, California	92705-5812
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code (949) 476-1180

N/A

(Former Name or Former Address, if Changed Since Last Report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

(e) Compensatory Arrangements

Executive Cash Incentive Plan

On March 3, 2008, the Compensation Committee (the “Compensation Committee”) of the Board of Directors (the “Board”) of STEC, Inc. (the “Company”) adopted, subject to shareholder approval at the Company’s 2008 annual meeting, the STEC, Inc. Executive Cash Incentive Plan (the “Plan”), a copy of which is attached hereto as Exhibit 10.1. Executive officers and key employees of the Company and its subsidiaries who are chosen by the Committee are eligible to participate in the Plan. The Plan is administered by the Compensation Committee or a sub-committee selected by the Compensation Committee to administer the Plan and composed of not less than two directors, each of whom is an “outside director” (within the meaning of Section 162(m) of the Internal Revenue Code of 1986, as amended (“Section 162(m)”).

Under the Plan, participants will be eligible to receive cash awards each year during the term of the Plan based upon the attainment of the performance objectives established by the Compensation Committee for such year. The Compensation Committee will, within the first ninety days of each year during the term of the Plan, establish the specific performance objectives for that year. Performance objectives may be based on a combination of corporate and individual performance goals. The performance objective may differ for each participant. In no event may a performance objective be established at a time when no substantial uncertainty exists as to its attainment. At the time the performance objectives for a particular year are established, the Compensation Committee will also set the annual target bonus potential for each participant based on a percentage of such participant’s annual base salary in effect at the end of such year. Awards will be earned by each participant based upon the level of attainment of his goals during the applicable performance period; provided that the Compensation Committee may reduce the amount of any award in its sole and absolute discretion. As soon as practicable after the end of the applicable performance period, the Compensation Committee will determine the level of attainment of the goals for each participant and the award to be made to each participant. Awards earned during any performance period will be paid as soon as practicable following the end of such performance period and the determination of the amount thereof will be made by the Compensation Committee. Payment of bonus awards will be made in the form of cash. The maximum amount of an award under the Plan that is intended to qualify as performance-based compensation for purposes of Section 162(m) to a single participant shall not exceed $2,000,000.

The Plan will not be implemented unless and until the shareholders of the Company have approved the Plan at the Company’s 2008 annual meeting. If approved by the Company’s shareholders, the Plan will be in effect for the year ending December 31, 2008 and for each of the next four years through the year ending December 31, 2012.

The summary of the Plan contained in this Item 5.02(e) is qualified in its entirety by reference to the Plan, a copy of which is being filed as Exhibit 10.1 to this Current Report on Form 8-K and which is incorporated by this reference into this Item 5.02(e) in its entirety.

2008 Executive Officer Compensation

On March 3, 2008 the Compensation Committee established the annual base salaries, target bonus opportunity and performance objectives under the Plan for Manouch Moshayedi, Chief Executive Officer, Dan Moses, Chief Financial Officer, and Mark Moshayedi, President and Chief Operating Officer. The 2008 base salaries will become effective January 1, 2008 and represent a $15,000 increase for each of the officers from their 2007 base salaries. The Compensation Committee determined that the 2008 performance objectives for participants under the Plan will be based on, and allocated, as follows: (a) 40% of the incentive award opportunity will be based on Company revenue goals for fiscal 2008, (b) 40% of the incentive award opportunity will be based earnings per share goals for 2008, and (c) 20% of the incentive award opportunity will be based on individual performance objectives. Individual performance objectives were tailored for each executive officer, and included the following categories: product line revenue, product development, manufacturing, global tax restructuring, internal controls, operational efficiency and cost-savings. For the purpose of determining whether the earnings per share objectives have been met, the Compensation Committee will use numbers reported by the Company in accordance with generally accepted accounting principles in the U.S., as adjusted for non-cash, non-recurring, extraordinary and certain other items.

The Company must meet a minimum level of performance under the Plan, referred to as the threshold, for any funding to be allocated to the Plan. For 2008, the Compensation Committee established the threshold at 85% of target performance objectives, with maximum performance measured at 115% of target performance objectives. If the threshold is achieved, the participant will be entitled to receive 50% of target bonus up to 150% of target bonus if maximum performance is achieved. For 2008, the target bonus opportunities for participants range from 20% to 50% of their respective 2008 annual base salaries. The Company is not disclosing specific annual corporate or individual objectives because those objectives are based on the Company’s financial and operating goals for 2008 and, therefore, it believes such information is highly confidential. Disclosing specific objectives would provide competitors and other third parties with insights into the planning process and would therefore cause the Company competitive harm.

On March 3, 2008, the Compensation Committee also approved the continuation of the following executive perquisites in 2008 for the executive officers:

• for Manouch Moshayedi, Dan Moses and Mark Moshayedi, an automobile allowance; and

• for Manouch Moshayedi and Mark Moshayedi, the payment of premiums for life insurance policies owned by such officers.

The aggregate incremental cost to the Company in 2008 for providing all of the 2008 perquisites described above is not expected to exceed $150,000.

The following table summarizes the 2008 base salaries, bonus target opportunity and potential bonus awards under each performance level for our executive officers:

Name and Position	2008 Base Salary		2008 Target Opportunity as Percentage of Base Salary		Potential Bonus Awards Under Plan for 2008
					Bonus Amount at Threshold Level of Performance		Bonus Amount at Target Level of Performance		Bonus Amount at Maximum Level of Performance
Manouch Moshayedi Chief Executive Officer and Chairman of the Board	$	515,000	50	%	$	128,750	$	257,500	$	386,250
Dan Moses Chief Financial Officer and Executive Vice President	$	390,000	20	%	$	39,000	$	78,000	$	117,000
Mark Moshayedi President, Chief Operating Officer, Chief Technical Officer and Secretary	$	455,000	25	%	$	56,875	$	113,750	$	170,625

Severance and Change in Control Agreements

On March 3, 2008, the Company entered into Severance and Change in Control Agreements (the “Severance Agreements”) with each of Manouch Moshayedi, Dan Moses and Mark Moshayedi. In connection therewith, the officers’ March 20, 2000 Employment Agreements were terminated. Under the terms of the Severance Agreements, if the Company terminates the officer’s employment without Cause (as such term is defined in the Severance Agreements) or if the officer terminates his employment for Good Reason (as such term is defined in the Severance Agreements) the officer will receive a lump sum severance payment in cash equal to eighteen (18) months of his then-current base salary, a lump sum payment in cash equal to eighteen (18) months of certain perquisites he was receiving at the time of termination as well as certain Company-paid COBRA benefits in consideration for a release and waiver of claims against the Company.

If there is a Change in Control (as such term is defined in the Severance Agreements) of the Company during the term of the Severance Agreement, and within an eighteen (18) month period following such Change in Control the Company terminates the officer without Cause or if the officer terminates his employment for Good Reason, the officer will be entitled to the same benefits as described above. If the officer’s employment is terminated by the Company for Cause or if the officer terminates his employment without Good Reason or as a result of his death or disability, the officer is entitled to receive all salary and vacation pay accrued but unpaid through his termination date in one lump sum payment. Each Severance Agreement has an initial term of two years, and is subject to automatic extension for an additional one year terms unless the Company gives notice of intent not to renew the agreement at least sixty (60) days prior to the expiration of the then current term.

The summary of the Severance Agreements contained in this Item 5.02(e) is qualified in their entirety by reference to the Severance Agreements, copies of which are being filed as Exhibits 10.2, 10.3 and 10.4 to this Current Report on Form 8-K and which are incorporated by this reference into this Item 5.02(e) in their entirety.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number	Description of Exhibit
10.1	STEC, Inc. Executive Cash Incentive Plan.
10.2	Severance and Change in Control Agreement, dated March 3, 2008, by and between STEC, Inc. and Manouch Moshayedi.
10.3	Severance and Change in Control Agreement, dated March 3, 2008, by and between STEC, Inc. and Dan Moses.
10.4	Severance and Change in Control Agreement, dated March 3, 2008, by and between STEC, Inc. and Mark Moshayedi.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Date: March 7, 2008	STEC, Inc.
	By:	/s/ Dan Moses
		Dan Moses
		Chief Financial Officer and Executive
		Vice President

EX-10.1

Exhibit 10.1

STEC, INC.

EXECUTIVE CASH INCENTIVE PLAN

1. Purposes of the Plan. The Plan is intended to increase shareholder value and the success of the Company by motivating key executives to perform to the best of their abilities by establishing a link between the achievement of the Company’s strategic goals and objectives to the key executives’ efforts in achieving such results, and to foster achievement of the Company’s corporate and key executive individual objectives. The Plan provides key executives with incentive awards based on the achievement of objectively determinable goals relating to Company financial performance and individual executive performance goals. The Plan is intended to permit the payment of compensation that would qualify as performance-based compensation under Code Section 162(m).

2. Definitions.

(a) “Award” means, with respect to each Participant, the award determined pursuant to Section 8(a) below for a Plan Year. Each Award is determined by a Payout Formula for a Plan Year, subject to the Committee’s authority under Section 8(a) to eliminate or reduce the Award otherwise payable.

(b) “Base Salary” means, as to any Plan Year, the Participant’s annualized salary rate on the last day of the Plan Year. Such Base Salary shall be before both (a) deductions for taxes or benefits, and (b) deferrals of compensation pursuant to Company-sponsored plans.

(c) “Board” means the Board of Directors of the Company.

(d) “Code” means the Internal Revenue Code of 1986, as amended from time to time.

(e) “Committee” means the Compensation Committee of the Board, or a sub-committee of the Compensation Committee, which shall, with respect to payments hereunder intended to qualify as performance-based compensation under Section 162(m), consist solely of two or more members of the Board who are not employees of the Company and who otherwise qualify as “outside directors” within the meaning of Section 162(m).

(f) “Company” means STEC, Inc. or any of its subsidiaries (as such term is defined in Code Section 424(f)).

(g) “Determination Date” means the latest possible date that will not jeopardize a Target Award or Award’s qualification as Performance-Based Compensation; the Determination Date will generally be not later than ninety (90) days after the commencement of a given Plan Year, while the achievement of a given Performance Goal is substantially uncertain.

(h) “Disability” means either of the following events:

(i) The Participant is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months; or

(ii) The Participant is, by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months, receiving income replacement benefits for a period of not less than three (3) months under an accident and health plan covering employees of the Company.

(i) “Fiscal Year” means the fiscal year of the Company.

(j) “GAAP” means U.S. generally accepted accounting principles.

(k) “Individual Performance Objective” means any individual Company business-related objective that is objectively determinable within the meaning of Section 162(m) and the Treasury Regulations promulgated thereunder. Individual Performance Objectives may include, but not be limited to, the following categories: new product development, new customer development, international business development, budget and finance, integration of new capabilities, compliance and risk mitigation, corporate governance, corporate planning, strategic opportunities, intellectual property, investor and analyst relations and similar objectively determinable performance objectives related to a Participant’s functional responsibilities with the Company.

(l) “Maximum Award” means, as to any Participant for any Plan Year, $2,000,000.

(m) “Participant” means an eligible executive or key employee of the Company participating in the Plan for a Plan Year.

(n) “Payout Formula” means, as to any Plan Year, the formula or payout matrix established by the Committee pursuant to Section 7 in order to determine the Awards (if any) to be paid to Participants. The formula or matrix may differ from Participant to Participant.

(o) “Performance-Based Compensation” means compensation that is intended to qualify as “performance-based compensation” within the meaning of Code Section 162(m).

(p) “Performance Goals” means the goal or goals determined by the Committee (in its sole and absolute discretion) to be applicable to a Participant with respect to an Award. As determined by the Committee, the Performance Goals applicable to an Award may provide for a targeted level or levels of achievement using one or more of the following measures: (i) annual revenue, (ii) earnings before interest, taxes, depreciation and amortization, (iii) earnings per share, (iv) net income, (v) operating cash flow, (vi) operating income, (vii) return on assets, (viii) return on equity, (ix) return on sales, (x) total shareholder return and (xi) Individual Performance Objectives. The Performance Goals may differ from Participant to Participant and from Award to Award. The Committee shall adjust, as appropriate, any evaluation of performance under a Performance Goal to exclude any extraordinary non-recurring items as described in Accounting Principles Board Opinion No. 30 and/or in

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management’s discussion and analysis of financial conditions and results of operations appearing in the Company’s annual report to shareholders for the applicable year, or the effect of any changes in accounting principles affecting the Company’s or a business units’ reported results.

(q) “Plan” means this Executive Cash Incentive Plan.

(r) “Plan Year” means the Company’s fiscal year.

(s) “Section 162(m)” means Section 162(m) of the Code, or any successor to Section 162(m), as that Section may be interpreted from time to time by the Internal Revenue Service, whether by regulation, notice or otherwise.

(t) “Target Award” means the target award payable under the Plan to a Participant for the Plan Year, expressed as a percentage of his or her Base Salary or a specific dollar amount, as determined by the Committee in accordance with Section 6.

3. Plan Administration.

(a) The Committee shall be responsible for the general administration and interpretation of the Plan and for carrying out its provisions. Subject to the requirements for qualifying compensation as Performance-Based Compensation, the Committee may delegate specific administrative tasks to Company employees or others as appropriate for proper administration of the Plan. Subject to the limitations on Committee discretion imposed under Section 162(m), the Committee shall have such powers as may be necessary to discharge its duties hereunder, including, but not by way of limitation, the following powers and duties, but subject to the terms of the Plan:

(i) discretionary authority to construe and interpret the terms of the Plan, and to determine eligibility, Awards and the amount, manner and time of payment of any Awards hereunder;

(ii) to prescribe forms and procedures for purposes of Plan participation and distribution of Awards; and

(iii) to adopt rules, regulations and bylaws and to take such actions as it deems necessary or desirable for the proper administration of the Plan.

(b) Any rule or decision by the Committee that is not inconsistent with the provisions of the Plan shall be conclusive and binding on all persons, and shall be given the maximum deference permitted by law.

4. Eligibility. The employees eligible to participate in the Plan for a given Plan Year shall be executive officers and other key employees of the Company who are designated by the Committee, in its sole and absolute discretion. In order to be eligible to participate in the plan, an employee must have been hired by the Company or promoted to an eligible position prior to October 1 of a given Plan Year. No person shall be automatically entitled to participate in the Plan. Participation in the Plan in a given Plan Year does not guarantee participation in the Plan in any subsequent Plan Year.

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5. Performance Goal Determination. The Committee, in its sole and absolute discretion, shall establish the Performance Goals for each Participant for the Plan Year. Said Performance Goals shall be set forth by the Committee in writing on or before the Determination Date while the achievement of such Performance Goals is substantially uncertain. The Committee may, at the time the Performance Goals are established, specify certain adjustments to such items as reported in accordance with GAAP, which will exclude from the calculation of those Performance Goals one or more of the following: (a) certain charges related to acquisitions, (b) stock-based compensation charges, (c) employer payroll tax expense on certain stock option exercises, (d) settlement costs, (e) restructuring costs, (f) gains or losses on strategic investments, (g) non-operating gains, (h) certain other non-cash charges, (i) valuation allowance on deferred tax assets and the related income tax effects, (j) purchases of property and equipment, and (k) any extraordinary non-recurring items as described in Accounting Principles Board Opinion No. 30, provided that such adjustments are in conformity with those as reported in public filings by the Company on a non-GAAP basis.

6. Target Award Determination. The Committee, in its sole and absolute discretion, shall establish a Target Award for each Participant. Each Participant’s Target Award shall be determined by the Committee in its sole discretion, and each Target Award shall be set forth in writing on or before to the Determination Date.

7. Determination of Payout Formula. On or prior to the Determination Date, the Committee, in its sole and absolute discretion, shall establish a Payout Formula for purposes of determining the Award (if any) payable to each Participant. Each Payout Formula shall (a) be set forth in writing prior to the Determination Date, (b) be based on a comparison of actual performance to the Performance Goals, (c) provide for the payment of a Participant’s Target Award if the Performance Goals for the Plan Year are achieved, and (d) provide for an Award greater than or less than a Participant’s Target Award, depending upon the extent to which actual performance exceeds or falls below the Performance Goals. Notwithstanding the foregoing, in no event shall a Participant’s Award for any Plan Year exceed the Maximum Award. The Committee shall also, in its sole and absolute discretion, establish a minimum level of Performance Goal achievement for the Company (the “Threshold”) in a Plan Year such that the failure to achieve or exceed the Threshold Performance Goals would result in no Award being payable to any Participant for said Plan Year.

8. Determination of Awards; Award Payment.

(a) Determination and Certification. After the end of each Plan Year, the Committee shall certify in writing (which may be by approval of the minutes in which the certification was made) the extent to which the Performance Goals applicable to each Participant for the Plan Year were achieved or exceeded. The Award for each Participant shall be determined by applying the Payout Formula to the level of actual performance that has been certified by the Committee. Notwithstanding any Plan provision to the contrary, the Committee, in its sole and absolute discretion, may eliminate or reduce the Award payable to any Participant below that which otherwise would be payable pursuant to the Payout Formula. The Committee may not increase the amount of any Award payable pursuant to the Payout Formula.

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(b) Right to Receive Payment. Each Award under the Plan shall be paid solely from the general assets of the Company. Nothing in this Plan shall be construed to create a trust or to establish or evidence any Participant’s claim of any right to payment of an Award other than as an unsecured general creditor with respect to any payment to which he or she may be entitled. The Company shall have no obligation fund, segregate or otherwise set aside amounts to be used to pay Awards under the Plan.

(c) Form of Distributions. The Company shall distribute all Awards to the Participant in cash.

(d) Timing of Distributions; Participant Eligibility for Distribution. Subject to Section 8(e) below, the Company shall distribute amounts payable to Participants as soon as is practicable following the determination and written certification of the Award for a Plan Year, but in no event later than two and one-half (2  ¹/2) months after the end of the applicable Plan Year. In the event that the audit of the Company’s financial statements for the applicable Plan Year cannot be completed by the Company’s independent registered public accounting firm by said date, the amounts payable shall be distributed as soon as administratively practicable following the completion of such audit, but in no event beyond the end of the calendar year immediately succeeding such Plan Year. No amounts shall be paid to any Participant who ceases to be an employee of the Company prior to the distribution date. Notwithstanding the preceding, any Participant who ceases to be an employee at any time during a Plan Year or prior to the distribution of any Award shall be eligible for all or a portion of such Award if the Committee determines and certifies for said Plan Year that the Participant is eligible for all or a portion of such Award as a result of achieving the Performance Goals. If a Participant ceases to be an employee due to death or Disability during the Plan Year, any Award certified by the Committee shall be prorated for the Participant’s days of service in the Plan Year. If the Participant ceases to be an employee due to death or Disability after the end of the Plan Year, but prior to the distribution of the Award, the Participant shall received the Award certified by the Committee in its entirety.

(e) Deferral. The Committee may defer payment of Awards, or any portion thereof, to Covered Employees (as defined in Section 162(m)) as the Committee, in its discretion, determines to be necessary or desirable to preserve the deductibility of such amounts under Section 162(m). In addition, the Committee, in its sole discretion, may permit a Participant to defer receipt of the payment of cash that would otherwise be delivered to a Participant under the Plan. Any such deferral elections shall be subject to such rules and procedures as shall be determined by the Committee in its sole discretion.

9. Term of the Plan. The Plan shall first apply to the Company’s 2008 Plan Year beginning on January 1, 2008. The Plan shall terminate with respect to the 2008 Plan Year and all subsequent Plan Years unless it is approved at the 2008 annual meeting of the Company’s shareholders. Once approved by the shareholders, the Plan shall be in effect for the year ending December 31, 2008 and for each of the next four (4) calendar years, through the year ending December 31, 2012.

10. Amendment and Termination of the Plan. The Committee may amend, modify, suspend or terminate the Plan, in whole or in part, at any time, including the adoption of amendments

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deemed necessary or desirable to correct any defect or to supply omitted data or to reconcile any inconsistency in the Plan or in any Award granted hereunder; provided, however, that no amendment, alteration, suspension or discontinuation shall be made which would (a) impair any payments to Participants made prior to such amendment, modification, suspension or termination, unless the Committee has made a determination that such amendment or modification is in the best interests of all persons to whom Awards have theretofore been granted; provided further, however, that in no event may such an amendment or modification result in an increase in the amount of compensation payable pursuant to such Award or (b) cause compensation that is, or may become, payable hereunder to fail to qualify as Performance-Based Compensation. To the extent necessary or advisable under applicable law, including Section 162(m), Plan amendments shall be subject to shareholder approval. At no time before the actual distribution of funds to Participants under the Plan shall any Participant accrue any vested interest or right whatsoever under the Plan, except as otherwise stated in this Plan.

11. Withholding. Distributions pursuant to this Plan shall be subject to all applicable federal and state tax and withholding requirements.

12. At-Will Employment. No statement in this Plan should be construed to grant any employee an employment contract of fixed duration or any other contractual rights, nor should this Plan be interpreted as creating an implied or an expressed contract of employment or any other contractual rights between the Company and its employees. The employment relationship between the Company and its employees is terminable at-will. This means that an employee or the Company may terminate the employment relationship at any time and for any reason or no reason.

13. Successors. All obligations of the Company under the Plan, with respect to awards granted hereunder, shall be binding on any successor to the Company, whether the existence of such successor is the result of a direct or indirect purchase, merger, consolidation, or otherwise, of all or substantially all of the business or assets of the Company.

14. Indemnification. Each person who is or shall have been a member of the Committee, or of the Board, shall be indemnified and held harmless by the Company against and from (a) any loss, cost, liability, or expense that may be imposed upon or reasonably incurred by him or her in connection with or resulting from any claim, action, suit, or proceeding to which he or she may be a party or in which he or she may be involved by reason of any action taken or failure to act under the Plan or any award, and (b) from any and all amounts paid by him or her in settlement thereof, with the Company’s approval, or paid by him or her in satisfaction of any judgment in any such claim, action, suit, or proceeding against him or her, provided he or she shall give the Company an opportunity, at its own expense, to handle and defend the same before he or she undertakes to handle and defend it on his or her own behalf. The foregoing right of indemnification shall not be exclusive of any other rights of indemnification to which such persons may be entitled under the Company’s Articles of Incorporation or Bylaws, by contract, as a matter of law, or otherwise, or under any power that the Company may have to indemnify them or hold them harmless.

15. Nonassignment. The rights of a Participant under this Plan shall not be assignable or transferable by the Participant except by will or the laws of intestacy.

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16. Governing Law. The Plan and any rights hereunder shall be governed by the laws of the State of California, without resort to its conflict of laws provisions. If any provision of this Plan shall be held by a court of competent jurisdiction to be invalid or unenforceable, the remaining provisions of the Plan shall continue in full force and effect.

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EX-10.2

Exhibit 10.2

SEVERANCE AND CHANGE IN CONTROL AGREEMENT

THIS AGREEMENT, effective as of March 3, 2008 (the “Effective Date”), is made by and between STEC, Inc., a California corporation, (the “Company”) and MANOUCH MOSHAYEDI (the “Executive”), a resident of the State of California.

RECITALS

WHEREAS, the Executive currently serves as Chief Executive Officer and Chairman of the Board of the Company;

WHEREAS, the Board has determined that it is in the best interests of the Company and its shareholders to assure that the Company will have the continued dedication of the Executive, notwithstanding the possibility of his termination of employment with the Company or of a change in control of the Company;

WHEREAS, the Board wishes to diminish the distraction to the Executive and to encourage the Executive’s full attention and dedication to the Company currently and in the event of any threatened or pending change in control;

WHEREAS, the Board wishes to provide the Executive with compensation arrangements upon certain terminations of employment with the Company or a change in control which satisfy the expectations of the Executive and which are comparable to and competitive with those of other companies; and

WHEREAS, the Executive and the Company agree to terminate, nullify, and cancel the Simple Technology, Inc. Employment Agreement, dated March 20, 2000, and entered into between the Executive and the Company;

NOW, THEREFORE, in consideration of the mutual undertakings of the parties hereto, the Company and the Executive agree as follows:

Article I.

DEFINITIONS

1.1 “Accrued Annual Base Salary” means that portion of the Executive’s Annual Base Salary which is accrued but unpaid as of the Date of Termination.

1.2 “Affiliate” means any corporation or other entity which directly or through intervening entities owns more than thirty five percent (35%) of the combined power or value of all shares of stock of a corporation or more than thirty five percent (35%) of the capital and profits interest of an unincorporated entity, and any corporation or other entity so owned by an Affiliate.

1.3 “Annual Base Salary” means the annual base salary of the Executive in effect as of the date of his date of Termination of Employment, without regard to any salary reduction under any plan maintained by the Company under Code Sections 125 or 401(k), or any nonqualified deferred compensation plan maintained by the Company.

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1.4 “Board” means the Board of Directors of the Company.

1.5 “Cause” means:

(a) the Executive’s committing any felony or any other crime involving dishonesty;

(b) the Executive’s failure to perform reasonably assigned lawful duties or to comply with a lawful instruction of the Board;

(c) the Executive’s dishonesty, willful misconduct, or gross negligence in the performance of his duties for the Company;

(d) the Executive’s substantial or material failure or refusal to perform or comply with Company policies, procedures, or practices; or

(e) the Executive’s unauthorized use or disclosure of confidential information or trade secrets of the Company (or any parent or Subsidiary of the Company).

1.6 “Change in Control” means any of the following events provided that such event is, or with respect to an event described in Subsection (c) becomes, a “change in the ownership or effective control” of the Company or a “change in the ownership of a substantial portion of the assets” of the Company, in each case as defined in Treasury Regulation Section 1.409A-3(i)(5) or any successor provision thereto:

(a) any person (as such term is used in Rule 13d-5 of the Securities Exchange Act of 1934, as amended, (the “1934 Act”) or group (as such term is defined in Section 13(d) of the 1934 Act), other than a Subsidiary or any employee benefit plan (or any related trust) of the Company becomes the beneficial owner of at least fifty percent (50%) or more of the Common Stock of the Company or of securities of the Company that are entitled to vote generally in the election of directors of the Company (“Voting Securities”) representing fifty percent (50%) or more of the combined voting power of all Voting Securities of the Company;

(b) within a period of twelve (12) months or less, the individuals who, as of any date on or after the Effective Date, constitute the Board (the “Incumbent Directors”) cease for any reason to constitute at least seventy-five percent (75%) of the Board unless at the end of such period, seventy-five percent (75%) of individuals then constituting the Board are persons who are Incumbent Directors or were nominated upon the recommendation of seventy-five percent (75%) of the Incumbent Directors; or

(c) approval by the shareholders of the Company of either of the following:

(i) a merger, reorganization, or consolidation (“Merger”) with respect to which the individuals and entities who were the respective beneficial owners of Common Stock and Voting Securities of the Company immediately before such Merger do not, after such Merger, beneficially own, directly or indirectly, more than fifty

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percent (50%) of, respectively, the Common Stock and the combined voting power of the Voting Securities of the corporation resulting from such Merger in substantially the same proportion as their ownership immediately before such Merger, or

(ii) the sale or other disposition of all or substantially all of the assets of the Company.

Notwithstanding the foregoing, there shall not be a Change in Control if, in advance of such event, the Executive agrees in writing that such event shall not constitute a Change in Control. Also, notwithstanding the forgoing, there shall not be a Change in Control if an event that otherwise would be deemed a Change in Control is triggered, created, or in any way caused directly or indirectly wholly or in part, by any transaction (or a series of related transactions) between the Executive, Mark Moshayedi (the President and Chief Operating Officer of the Company) and Mike Moshayedi (the former President of the Company) and/or one or more of their lineal ascendants or descendents, spouses, and/or siblings; and/or any Person that directly or indirectly is controlled by, or is under common control with, or established for the benefit of, such Persons.

1.7 “Code” means the Internal Revenue Code of 1986, as amended from time to time, and any regulatory guidance promulgated thereunder. A reference to any specific Code section shall also be deemed to refer to any successor section thereto.

1.8 “Common Stock” means the common stock, par value $0.001, of the Company.

1.9 “Company” means STEC, Inc., a California corporation, and any of its successors.

1.10 “Contract Term” has the meaning specified in Section 3.1 of this Agreement.

1.11 “Date of Termination” means the date as of which the Executive’s employment with the Company or its Affiliate is terminated by the Company or its Affiliate, or by the Executive for any reason including, but not limited to, death or Disability.

1.12 “Disability” means either of the following events:

(a) The Executive is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months; or

(b) The Executive is, by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months, receiving income replacement benefits for a period of not less than three (3) months under an accident and health plan covering employees of the Company.

1.13 “Good Reason” means the occurrence of any one of the following events:

(a) any material breach of this Agreement by the Company including, but not limited to, the failure of the Company to comply with the provisions of Article IV;

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(b) the failure of the Company to assign this Agreement to a successor to the Company, or the failure of a successor to the Company to explicitly assume and agree to be bound by this Agreement;

(c) the Company’s requiring the Executive to be based at any office or location more than thirty (30) miles from the Company’s offices in Santa Ana, California, except for reasonably required travel which is not materially greater than such travel generally required of such Executive prior to the date of execution of this Agreement;

(d) a material reduction in duties inconsistent with the Executive’s position;

(e) the Board’s directive for the Executive to engage in unlawful conduct; or

(f) a material reduction in the Executive’s base salary.

Notwithstanding the foregoing, no act or omission by the Company shall constitute Good Reason as defined above unless the Executive gives the Company no more that ninety (90) days written notice from the initial existence or occurrence of any act or omission which constitutes Good Reason, and the Company fails to cure such act or omission within the succeeding thirty (30) day period following the receipt of such notice from the Executive.

1.14 “Monthly Base Salary” means the Executive’s Annual Base Salary in effect as of the Executive’s Date of Termination of employment, divided by twelve (12).

1.15 “Person” means any individual, sole proprietorship, partnership, joint venture, trust, unincorporated organization, association, corporation, institution, public benefit corporation, entity or government (whether federal, state, county, city, municipal, or otherwise, including, without limitation, any instrumentality, division, agency, body, or department thereof).

1.16 “Subsidiary” means, with respect to any Person, (a) any corporation or other entity of which an aggregate of more than fifty percent (50%) of the outstanding capital stock having ordinary voting power to elect a majority of the board of directors of such corporation (irrespective of whether, at the time, stock of any other class or classes of such corporation shall have or might have voting power by reason of the happening of any contingency) is at the time, directly or indirectly, owned legally or beneficially by such Person or one or more Subsidiaries of such Person and (b) any partnership in which such Person and/or one or more Subsidiaries of such Person shall have an interest (whether in the form of voting or participation in profits or capital contribution) of more than fifty percent (50%).

1.17 “Termination of Employment” means the first day on which the Executive is for any reason no longer employed by the Company or any of its Affiliates.

1.18 “Termination of Employment Without Cause” means a termination of the Executive’s employment by the Company or any of its Affiliates for any reason other than Cause (other than death or Disability).

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Article II.

CANCELLATION OF EMPLOYMENT AGREEMENT

2.1 Cancellation of Employment Agreement.

(a) Effective as of the Effective Date, the Executive and the Company hereby terminate, nullify, and cancel the Simple Technology, Inc., Employment Agreement, dated March 20, 2000, entered into between the Executive and the Company. All provisions of said Employment Agreement, including the arbitration provisions, are hereby null, void, and of no force or effect. The Executive agrees to timely enter into and execute any additional documents necessary or appropriate to effect the intent of this Article II.

(b) The Executive’s employment with the Company is “at will,” meaning that either the Executive or the Company may terminate the employment relationship at any time on notice to the other, with or without Cause, for any reason, no reason or Good Reason, and with no liability of either party to the other, except as expressly described in this Agreement or any other express agreement executed by both parties. This Agreement is not intended to, and shall not infer or imply any right on the part of the Executive to continue in the employ of the Company or any of its Affiliates. This Agreement is not intended in any way to limit the right of the Company to terminate the employment of the Executive.

Article III.

TERM OF AGREEMENT

3.1 Term of Agreement.

(a) This Agreement shall be effective for the period commencing on the Effective Date, and ending on the second (2^nd) anniversary of such date. The Company may, in its sole discretion and for any reason, provide written notice of termination (effective as of the then applicable expiration date) to the Executive no later than sixty (60) days prior to the expiration of this Agreement. If written notice is not timely so provided, this Agreement shall be automatically extended for an additional period of twelve (12) months from the expiration date. This Agreement shall continue to be automatically extended for an additional twelve (12) months at the end of such 12-month period and each succeeding 12-month period unless notice of termination of this Agreement is given in the manner prescribed in this Section (the initial term, and each such additional 12-month period, if any, constituting the “Contract Term”). No termination of this Agreement shall affect the Executive’s rights hereunder with respect to a Change in Control which has occurred prior to such termination.

(b) In the event of a Change in Control, Section 4.4 of this Agreement shall become applicable to the Executive. Section 4.4 shall continue to remain applicable to the Executive until the date which is eighteen (18) months following the date upon which the Change in Control occurs. Following such eighteen (18) month period, so long as the employment of the Executive has not been terminated on account of a termination as described in Section 4.4, this Agreement shall terminate and be of no further force or effect. If the Executive’s employment with the Company is terminated on account of a termination described in Section 4.4 on or

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before such date, this Agreement shall remain in effect until the Executive receives, in the entirety, the various payments and benefits to which the Executive has become entitled under the terms of this Agreement.

(c) If there is a Termination of Employment Without Cause, or a Termination of Employment by the Executive for Good Reason during the Contract Term, this Agreement shall remain in effect until the Executive receives, in the entirety, the various payments and benefits to which Executive has become entitled under the terms of this Agreement.

Article IV.

TERMINATION BENEFITS

4.1 Termination of Employment by the Company for Cause or by the Executive Other Than for Good Reason. If, before the end of the Contract Term, the Company terminates the Executive’s employment for Cause or the Executive terminates employment other than for Good Reason (other than for death or Disability), the Company shall pay to the Executive as soon as reasonably practicable after the Date of Termination an amount equal to the Executive’s Accrued Annual Base Salary. The Company may not terminate the Executive’s employment for Cause unless:

(a) no fewer than sixty (60) days prior to the Date of Termination, the Company provides the Executive with written notice of its intent to consider termination of the Executive’s employment for Cause, including a detailed description of the specific reasons which form the basis for such consideration (the “Notice of Consideration”);

(b) provided that “Cause” shall not constitute “Cause” unless the Executive is provided with said Notice of Consideration by the Board of such termination for Cause and fails to cure it within a reasonable period of time (not less than fifteen (15) nor more than thirty (30) days) after receipt of the Notice of Consideration, except that the Executive shall not be entitled to a Notice of Consideration and opportunity to cure if the Executive knew, or should have known, that the wrongful conduct would result in material harm to the Company;

(c) if, after providing Notice of Consideration, a majority of the Board (disallowing the vote of the Executive (if the Executive is a member of the Board) and any other members of the Board alleged to be involved in the events leading the Board to desire to terminate the Executive for Cause) so determines, the Board may immediately suspend the Executive, with or without pay, at the discretion of the majority of the Board, until a final determination pursuant to this Section 4.1 has been made (which suspension shall not constitute “Good Reason” for purposes of this Agreement);

(d) for a period ending thirty (30) days after the date Notice of Consideration is provided, the Executive shall have an opportunity to appear before the Board, with or without legal representation, at the Executive’s election, to present arguments on his own behalf;

(e) following the presentation to the Board as provided in Subsection (d) above, the Executive shall be terminated for Cause only if (i) a majority of the Board (disallowing the vote of the Executive (if the Executive is a member of the Board) and any other members of the Board alleged to be involved in the events leading the Board to terminate the Executive for

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Cause) determines that the actions of the Executive constituted Cause and that the Executive’s employment should accordingly be terminated for Cause and (ii) the Board provides the Executive with a written determination setting forth in full specificity the basis for such termination of employment which shall be consistent with the reasons set forth in the Notice of Consideration; and

(f) the Company shall provide the Executive with not less than thirty (30) days advance written notice of termination, including a statement of the Date of Termination and the specific detailed basis for such termination which shall be consistent with the reasons set forth in the Notice of Consideration; provided however

(g) notwithstanding the foregoing, nothing in this Section 4.1 shall prevent the Company from terminating the Executive immediately upon the Executive’s committing any of the acts set forth in Sections 1.5 (a), (c) or (e) herein, upon a determination by a majority of the Board (disallowing the vote of the Executive (if the Executive is a member of the Board) and any other members of the Board alleged to be involved in the events leading the Board to terminate the Executive for Cause) that the Executive should be immediately terminated for Cause pursuant to Sections 1.5 (a), (c) or (e).

4.2 Termination of Employment for Death or Disability. If, before the end of the Contract Term, the Executive’s employment terminates due to death or Disability, the Company shall pay as soon as reasonably practicable to the Executive, the beneficiaries designated in writing by the Executive, or the Executive’s estate, as the case may be, the Executive’s Accrued Annual Base Salary.

4.3 Termination of Employment by the Company without Cause or by the Executive for Good Reason. If there is a Termination of Employment by the Company without Cause or a Termination of Employment by the Executive for Good Reason, the Executive shall receive as soon as reasonably practicable after the Date of Termination in a lump-sum the Executive’s Accrued Annual Base Salary. Additionally, as soon as reasonably practicable after six (6) months and one (1) day following the Date of Termination, the Company shall pay the Executive, in a lump sum, an amount equal to eighteen (18) months of the Executive’s Monthly Base Salary.

The Executive shall also be entitled to a lump sum payment, in cash, equal in value to the sum of (a) eighteen (18) months of the Company’s automobile reimbursement policy, and (b) eighteen (18) months of premiums for any term life insurance policy maintained or paid for by the Company for the benefit of the Executive or the Executive’s designated beneficiaries. The value of the lump sum benefit payable pursuant hereto shall be based upon the value of such benefits to the Executive immediately prior to the Termination of Employment.

In addition to the foregoing benefits, Executive shall be entitled to participate, for eighteen (18) months following Termination of Employment, in the following employee benefit plans maintained by the Company to the extent the Executive is a participant in such employee benefit plans immediately preceding the Date of Termination: group medical insurance, and group dental insurance. The level of benefits in such plans shall be the level in effect for the Executive and his dependents at the Date of Termination. The COBRA continuation period for the Executive shall begin at the end of such eighteen (18) month period. These programs shall be continued at no cost to the Executive, except to the extent that federal, state or local tax law requires the inclusion of the value of such benefits in Executive’s income.

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The Executive’s entitlement to any termination benefits pursuant to this Section 4.3 are expressly conditioned upon the Executive’s execution of a General Release and Waiver as set forth in Section 6.7 (and as attached in form as “Exhibit A” hereto) prior to the Company’s obligation to provide payment of any amounts due or any benefits hereunder.

4.4 Termination upon a Change in Control. If within the Contract Term (a) there occurs a Change of Control and (b) within an eighteen (18) month period subsequent to the Change of Control the Company terminates the employment of the Executive without Cause (other than for death or Disability) or the Executive terminates his employment for Good Reason (other than for death or Disability), the Executive shall receive as soon as reasonably practicable after the Date of Termination in a lump sum the Executive’s Accrued Annual Base Salary. Additionally, as soon as reasonably practicable after six (6) months and one (1) day following the Termination of Employment, the Company shall pay the Executive, in a lump sum, an amount equal to eighteen (18) months of the Executive’s Monthly Base Salary.

The Executive shall also be entitled to a lump sum payment, in cash, equal in value to the sum of (a) eighteen (18) months of the Company’s automobile reimbursement policy, and (b) eighteen (18) months of premiums for any term life insurance policy maintained or paid for by the Company for the benefit of the Executive or the Executive’s designated beneficiaries. The value of the lump sum benefit payable pursuant hereto shall be based upon the value of such benefits to the Executive immediately prior to the Termination of Employment.

In addition to the foregoing benefits, Executive shall be entitled to participate, for eighteen (18) months following Termination of Employment, in the following employee benefit plans maintained by the Company to the extent the Executive is a participant in such employee benefit plans immediately preceding the Date of Termination: group medical insurance, and group dental insurance. The level of benefits in such plans shall be the level in effect for the Executive and his dependents at the Date of Termination. The COBRA continuation period for the Executive shall begin at the end of such eighteen (18) month period. These programs shall be continued at no cost to the Executive, except to the extent that federal, state or local tax law requires the inclusion of the value of such benefits in Executive’s income.

The Executive’s entitlement to any termination benefits pursuant to this Section 4.4 are expressly conditioned upon the Executive’s execution of a General Release and Waiver as set forth in Section 6.7 (and as attached in form as “Exhibit A” hereto) prior to the Company’s obligation to provide payment of any amounts due or any benefits hereunder.

4.5 Other Plans and Policies. The termination benefits described in Sections 4.1 through 4.4 are in lieu of any termination benefits that the Executive might otherwise be entitled to receive from the Company under any of the Company’s applicable severance pay policies; provided, however, to the extent the Executive participates in any annual bonus, long-term incentive, equity award, or similar plan or program, the Executive’s rights upon a Termination of Employment under such plans or programs shall be determined under the documents or agreements governing said plans or programs.

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Except as specified in the preceding paragraph, nothing in this Agreement shall prevent or limit the Executive’s continuing or future participation in any plan, program, policy or practice provided by the Company or any of its Affiliates and for which the Executive is eligible, nor shall anything herein limit or otherwise affect such rights as the Executive may have under any agreement entered into after the date hereof with the Company or any of its Affiliates. Subject to the foregoing, amounts which are vested benefits, or which the Executive is otherwise entitled to receive under any plan, policy, practice or program of, or agreement entered into after the date hereof with the Company or any of its Affiliates at or subsequent to the Date of Termination shall be payable in accordance with such plan, policy, practice, program or agreement, except as may be explicitly governed otherwise by this Agreement.

4.6 Code Section 409A.

(a) Notwithstanding anything to the contrary in this Article IV, to the extent required by Code Section 409A, payment to the Executive if he is a “specified employee” (as defined in Treasury Regulation Section 1.409A-1(i)) shall not be made before the date which is six (6) months and one (1) day after the date of the Executive’s separation from service (within the meaning of Code Section 409A(a)(2)(B)(i)) or, if earlier, the date of death of the Executive, except to the extent the payments are (i) made by reason of involuntary termination of employment by the Company without Cause or a termination of the Executive’s employment with the Company for Good Reason and (ii) do not exceed the Basic Severance Limitation.

(b) For purposes of this Section the “Basic Severance Limitation” means two (2) times the lesser of (i) the sum of the Executive’s annualized compensation based on the annual rate of pay for services provided to the Company for the taxable year of the Executive preceding the taxable year in which the Executive’s employment terminated (adjusted for any increase during that taxable year that was expected to continue indefinitely if the Executive had not incurred a termination of employment) or (ii) the maximum amount that may be taken into account under a qualified plan pursuant to Code Section 401(a)(17) for the year of the Executive’s termination of employment.

(c) If this Section 4.6 applies, then (i) any lump sum payment otherwise required (a “Required Lump Sum”) shall first be made when due up to the Basic Severance Limitation; (ii) any Required Lump Sum that exceeds the Basic Severance Limitation shall be paid in a single lump sum on the date that is six (6) months and one (1) day after the Date of Termination; (iii) any installment payments otherwise required (“Required Installments”) shall be paid in equal monthly installments during the six (6) month period up to an aggregate amount that (together with any Required Lump Sum paid during the six (6) month period) is not in excess of the Basic Severance Limitation, and (iv) the remaining amount of any Required Installments that would have been paid during the six (6) month period but for the application of the Basic Severance Limitation shall be paid (without interest) in a lump sum on the date that is six (6) months and one (1) day after the Date of Termination, and the remaining Required Installments shall be paid over the remainder of the applicable installment period.

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Article V.

CONTINGENT LIMITATION ON BENEFITS PAYABLE

5.1 General Rules.

(a) Notwithstanding any other provisions of this Agreement or any other agreement, plan, or arrangement (except as provided in the following paragraph of this Subsection (a)), if any payment or benefit received or to be received by the Executive (under the terms of this Agreement, or any other plan, arrangement, or agreement with the Company, or any other plan, arrangement, or agreement with any person whose actions result in a Change in Control or any person affiliated with the Company or any such person) (all such payments and benefits being hereinafter called “Total Payments”) would be subject (in whole or in part) to taxes imposed by Code Section 4999, the portion of the Total Payments payable under this Agreement shall be reduced as herein provided.

The Total Payments payable under this Agreement shall be reduced to the extent necessary so that no portion of the Total Payments shall be subject to the parachute excise tax (the “Excise Tax”) imposed by Code Section 4999 (after taking into account any reduction in the Total Payments provided by reason of Code Section 280G in any other plan, arrangement, or agreement) but only if the amount determined under Paragraph (1) below is greater than the amount determined under Paragraph (2) below.

(1) The amount determined hereunder shall be the net amount of such Total Payments, as so reduced (and after deduction of the net amount of Federal, state, and local income taxes on such reduced Total Payments computed at Executive’s highest marginal tax rates).

(2) The amount determined hereunder shall be:

(A) the net amount of such Total Payments, without reduction (but after deduction of the net amount of Federal, state, and local income taxes on such Total Payments computed at Executive’s highest marginal tax rates), further reduced by:

(B) the amount of Excise Tax to which the Executive would be subject in respect of such Total Payments.

Any reduction of the Total Payments, if required, shall be made under one of the two alternative methods described in Subjection (b) below. If a reduction in Total Payment is required for purposes of this Section 5.1 pursuant to the calculations hereunder, Total Payments shall not include any amounts considered a “parachute payment” under Code Section 280G as such determination is made by a national accounting firm or a national law firm, either of which accounting firm or law firm shall be selected by, retained by and perform said services at the expense of the Company.

(b) If the Total Payments all become payable at approximately the same time.

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(1) Executive’s Monthly Base Salary shall first be reduced (if necessary, to zero);

(2) Executive’s participation in Company employee benefit plans shall next be reduced (if necessary, to zero);

(3) any other portions of the Total Payments shall next be reduced (if necessary, to zero); and

(4) the acceleration of vesting of awards under any equity award plans, annual incentive plans, deferred compensation or similar nonqualified executive compensation arrangements shall be reduced as necessary.

If the Total Payments do not become due and payable at approximately the same time, the respective Total Payments shall be paid in full in the order in which they become payable, until any portion thereof would be subject to reduction as set forth herein, and such portion (and any subsequent portions) of the Total Payments shall be reduced to zero. In such event, the Company shall make every reasonable effort to make such payments in the order (if possible) that results in the most favorable tax treatment and economic result for Executive.

(c) For purposes of determining whether and the extent to which the Total Payments would be subject to the Excise Tax.

(1) no portion of the Total Payments the receipt or enjoyment of which the Executive shall have effectively waived in writing prior to the Date of Termination shall be taken into account;

(2) no portion of the Total Payments shall be taken into account which in the determination of the aforementioned national accounting firm or national law firm selected by the Company to make such determination does not constitute a “parachute payment” within the meaning of Code Section 280G(b) (2), including by reason of Code Section 280G(b) (4) (A);

(3) in calculating the Excise Tax, the payments shall be reduced only the extent necessary so that the Total Payments in their entirety constitute reasonable compensation for services actually rendered within the meaning of Code Section 280G(b) (4) or otherwise not subject to disallowance as deductions because of Code Section 280G, in the determination of such national accounting firm or national law firm; and

(4) the value of any non-cash benefit or any deferred payment or benefit included in the Total Payments shall be determined by a national accounting firm or national law firm as selected by the Company, in accordance with the principles of Code Section 280G(d) (3) and (4).

The Company shall provide the Executive with the calculation of the foregoing amounts and any supporting materials as are reasonably necessary for the Executive to evaluate the calculations, however the findings of such national accounting firm or national law firm shall be binding upon the Executive and the Company.

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Article VI.

MISCELLANEOUS

6.1 No Mitigation. In no event shall the Executive be obligated to seek other employment or take any other action by way of mitigation of the amounts payable to the Executive under any of the provisions of this Agreement, nor shall the amount of any payment hereunder be reduced, except as otherwise specifically provided herein, by any compensation earned by the Executive as result of employment by another employer.

6.2 Enforcement.

(a) If the Executive incurs legal or other fees and expenses in an effort to establish entitlement to payments and benefits rightfully owing under this Agreement, the Company shall reimburse the Executive for such fees and expenses in the event the Executive is the prevailing party in any civil action or arbitration, or in the event the Company and the Board otherwise determine the Executive is entitled to such payments or benefits, and actually provides said payments or benefits to the Executive.

(b) If Executive does not prevail (after exhaustion of all available judicial remedies), and a court of competent jurisdiction determines that the Executive had no reasonable basis for bringing an action hereunder or there was an absence of good faith for bringing an action hereunder, no reimbursement for legal fees or other expenses shall be due to the Executive and Executive shall refund to the Company any amounts previously paid hereunder (if any) with respect to such action.

6.3 Assignment, Successors. The Company may freely assign its respective rights and obligations under this Agreement to a successor of the Company’s business, without the prior written consent of the Executive. This Agreement shall be binding upon and inure to the benefit of the Executive and the Executive’s estate and the Company and any assignee of or successor to the Company.

6.4 Nonalienation of Benefits. Benefits payable under this Agreement shall not be subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, charge, garnishment, execution or levy of any kind, either voluntary or involuntary, prior to actually being received by the Executive, and any such attempt to dispose of any right to benefits payable hereunder shall be void.

6.5 Severability. If all or any part of this Agreement is declared by any court or governmental authority to be unlawful or invalid, such unlawfulness or invalidity shall not serve to invalidate any portion of this Agreement not declared to be unlawful or invalid. Any paragraph or part of a paragraph so declared to be unlawful or invalid shall, if possible, be construed in a manner which will give effect to the terms of such paragraph or part of a paragraph to the fullest extent possible while remaining lawful and valid.

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6.6 Amendment and Waiver. This Agreement shall not be altered, amended, extended or modified except by written instrument executed by the Company and the Executive. A waiver of any term, covenant, agreement, or condition contained in this Agreement shall not be deemed a waiver of any other term, covenant, agreement, or condition, and any waiver of any default in any such term, covenant, agreement, or condition shall not be deemed a waiver of any later default thereof or of any other term, covenant, agreement or condition.

6.7 General Waiver and Release. In exchange for the promises and covenants set forth herein, and in consideration thereof, if the Executive’s employment with the Company is terminated pursuant to Section 4.3 or 4.4 of this Agreement, then upon the Executive furnishing the Company with an executed general release and waiver of claims (which shall be substantially in the form attached hereto as “Exhibit A”) (“General Release and Waiver”), the Executive shall be entitled to the termination benefits as specified in the applicable Section.

6.8 Notices. All notices and other communications hereunder shall be in writing and shall be only effective when actually delivered on a business day during business hours only by one of the following methods: (a) by hand, or (b) by first class registered or certified mail, return receipt requested, postage prepaid, or by a national overnight commercial messenger service such as, but not limited to FedEx, UPS or DHL, addressed as follows:

If to the Company:	STEC, Inc.
	3001 Daimler Street
	Santa Ana, California 92705-5812
	Attn: Legal Department

If to the Executive, such notices and communications shall be sent to the last known home address for the Executive on file with the Company.

Either party may from time to time designate a new address by notice given in accordance with this Section. Notwithstanding the manner of delivery, whether or not in compliance with the foregoing provisions, notices and communications shall be effective when actually received by the addressee.

6.9 Withholding. The Company may withhold from any amounts payable under this Agreement such federal, state or local taxes as the Company determines are required to be withheld pursuant to any applicable law or regulation.

6.10 Counterpart Originals. This Agreement may be executed in several counterparts, each of which shall be deemed to be an original but all of which together will constitute one and the same instrument.

6.11 Entire Agreement. This Agreement forms the entire agreement between the parties hereto with respect to any severance payment and with respect to the subject matter contained in the Agreement.

6.12 Effect on Other Agreements. This Agreement shall supersede all prior agreements, promises and representations regarding severance or other payments contingent upon termination of employment, whether in writing or otherwise.

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6.13 Applicable Law. The provisions of this Agreement shall be interpreted and construed in accordance with the laws of the State of California, without regard to its choice of law principles.

6.14 Survival of Executive’s Rights. All of the Executive’s rights hereunder, including but not limited to his rights to compensation and benefits, and his obligations under this Agreement, shall survive the termination of the Executive’s employment and/or the termination of this Agreement.

6.15 Voluntary Agreement. The Executive acknowledges and represents that he (i) has read this Agreement; (ii) is hereby advised in writing to consult with legal counsel prior to executing this Agreement and has had the opportunity to do so; (iii) understands the legal and binding nature of this Agreement; and (iv) is acting voluntarily and with full knowledge of his actions in executing this Agreement.

[The remainder of this page intentionally left blank.]

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IN WITNESS WHEREOF, the parties have executed this Agreement effective as of the date first above written.

STEC, INC.
By:	/s/ Dan Moses
Name:	Dan Moses
Title:	Executive Vice President and Chief Financial Officer
EXECUTIVE
/s/ Manouch Moshayedi
MANOUCH MOSHAYEDI

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EXHIBIT A

GENERAL RELEASE AND WAIVER

This General Release and Waiver (“Release”), dated as of                     , 20     (“Effective Date”), is made and entered into by and between [Releasing Party] and his heirs, representatives, successors, assigns, executors, and administrators (hereinafter “Executive”), on the one hand, and STEC, Inc., and its current or former owners, partners, officials, directors, officers, shareholders, affiliates, agents, employee benefit plans, representatives, servants, employees, attorneys, subsidiaries, parents, divisions, branches, units, affiliated organizations, successors, predecessors, contractors, assigns, and all persons acting by, through, under, or in concert with them, past or present (hereinafter collectively referred to as “Company”). The term “Parties” or “Party” as used herein shall refer to Executive on the one hand, and those entities and individuals collectively referred to as Company on the other hand. The term “third Party” refers to any other entity or individual, who is not referred to as a Party.

RECITALS

Executive was employed as the [Position] of the Company. Executive terminated employment as the [Position] of the Company effective on or about [Date].

Executive and Company desire to resolve any and all claims, actual or potential, which may exist between them and thereby avoid the expense and uncertainty of litigation.

NOW, THEREFORE, for good and valuable consideration, receipt of which is hereby acknowledged, and in order to resolve and settle finally, fully, and completely all matters or disputes that now or may exist between them, and in consideration of the mutual covenants and conditions set forth below, IT IS AGREED AS FOLLOWS:

1. Executive Release. Executive, in exchange for the promises contained in this Release, on behalf of himself, his heirs, representatives, successors, and assigns, hereby irrevocably and unconditionally waives, releases, and forever discharges Company or any of its current or former owners, partners, officials, directors, officers, shareholders, affiliates, employee benefit plans, representatives, servants, employees, agents, attorneys, subsidiaries, parents, divisions, branches, units, affiliated organizations, successors, predecessors, assigns, and all persons acting by, through, under or in concert with them, either past or present (collectively “Released Party or Parties”), and each and all of them, from any and all charges, complaints, lawsuits, claims, liabilities, obligations, promises, agreements, controversies, injuries, damages, actions, causes of action, suits, rights, demands, judgments, claims for relief, indebtedness, costs, losses, debts and expenses (including attorney’s fees and costs actually incurred), of any nature whatsoever, whether in law or in equity, KNOWN OR UNKNOWN, suspected or unsuspected, actual or potential, which he now has, owns, or holds, or claims to have, own, or hold against each or any of the Released Parties, including without limitation, any claims which arose prior to the date of execution of this Release, whether or not relating to the employment relationship between Executive and Company or to the cessation of that employment relationship.

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Without limiting the above, Executive agrees to waive, release, and forever discharge, and agrees that he will not in any manner institute, prosecute, or pursue, any and all complaints, claims, charges, claims for relief, demands, suits, actions, or causes of action, whether in law or equity, KNOWN OR UNKNOWN, actual or potential, which he either asserts or could assert, at common law or under any statute, rule, regulation, order, or law, whether federal, state, or local, or on any grounds whatsoever, including without limitation, any state or federal age, sex, race, color, national origin, marital status, religion, physical disability, mental condition, or mental disability discrimination laws, including, but not limited to, the United States Constitution, the California Constitution, the California Fair Employment and Housing Act (California Government Code § 12940 et seq.), the California Family Rights Act (California Government Code § 12945.2, 19702.3 et seq.), California Government Code §11135, the Unruh and George Civil Rights Acts (California Civil Code §51 et seq.), the California Labor Code, including, but not limited to California Labor Code §201, et seq., and all provisions of California Labor Code §132a, Title VII of the Civil Rights Act of 1964, the Equal Pay Act, the Rehabilitation Act of 1973, the Family and Medical Leave Act , the Employee Retirement Income Security Act of 1974, also known as “ERISA”, and/or Sections 1981, 1983, 1985, 1986 or 1988 of Title 42 of the United States Code (42 U.S.C. §1981 et seq.), the Americans with Disabilities Act , the Age Discrimination in Employment Act, as amended, the Older Workers Benefit Protection Act, claims of retaliation, claims of “Whistle-blowing,” claims under the Uniformed Services Employment and Re-Employment Rights Act (“USERRA,” 38 U.S.C. § 4301 et seq.), claims under California Military and Veterans Code (Cal. Mil. & Vet. Code § 389 et seq.), claims for the payment of severance pay, sick leave, pension rights, stock options, benefits, vacation pay, holiday pay, life insurance, fringe benefits, disability, commissions, bonuses, profit sharing, expenses, penalties, claims for breach of any type of contract, including written, oral or implied contracts, breach of any covenant, promise, or representation pertaining to Executive’s employment, whether express or implied, claims for constructive termination, wrongful termination, negligent hiring, retention, supervision, investigation, negligent or intentional infliction of emotional distress, common counts, statutory violation (failure to pay wages and compensation—Labor Code §201, et seq.), sexual harassment, discrimination, assault, battery, interference with prospective economic advantage, fraud, deceit and/or misrepresentation of any kind, libel, slander, defamation (whether based upon common law or statute), claims of unfair/unlawful employment or business practices arising under any of the statutes referenced above, under Business and Professions Code §17200 et seq., under the Consumer Legal Remedies Act under Civil Code §1750 et seq., and/or any other claims arising under any other state or federal provision, act, ordinance, Constitution, law, common law, or arising, under any contract or agreement, against any Released Party with respect to any event, matter, claim, damage, or injury arising out of or relating to the employment of Executive and/or the cessation of such employment and ANY OTHER CLAIM OF ANY TYPE WHATSOEVER, WHETHER SUCH CLAIM IS KNOWN OR UNKNOWN TO EXECUTIVE AND/OR HIS REPRESENTATIVES AND ATTORNEYS (collectively “Executive Released Claims”). Executive Released Claims shall include only those claims (whether known or unknown) which have arisen prior to the execution of this Release.

By executing this Agreement Executive is acknowledging that as of the time of the execution of this Agreement, he has been paid for all hours worked, that he has not suffered any on-the-job injury for which he has not already filed a claim and that Executive has received all benefits to which he is entitled at the time of the execution of this Agreement, but for any payments or benefits to which the Executive will become entitled pursuant to the execution of this Agreement so long as this Agreement is not revoked by the Executive pursuant to Section 8 (c) herein.

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Executive agrees to indemnify and hold harmless the Released Parties against any loss or liability, whatsoever, including reasonable attorneys’ fees and costs, caused by any action or proceeding, in any state or federal courts or administrative processes, which is brought by Executive and his successors in interest if such action arises out of, is based upon, or is related in any way to any claim, demand, or cause of action released herein.

2. Section 1542 Waiver. Executive understands and agrees that the Executive Released Claims include not only claims presently known to Executive, but also include all unknown or unanticipated claims, rights, demands, actions, obligations, liabilities, and causes of action of every kind and character that would otherwise come within the scope of the Executive Released Claims as described in the preceding Section 1. Executive understands that he may hereafter discover facts different from what he now believes to be true, which if known, could have materially affected this Release, but nevertheless waives any claims or rights based on different or additional facts. Executive knowingly and voluntarily waives any and all rights or benefits that he may now have, or in the future may have, under the terms of Section 1542 of the California Civil Code, which provides as follows:

A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HER OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HER SETTLEMENT WITH THE DEBTOR.

3. Confidentiality. The Parties understand and agree that this Release and each of its terms, and the negotiations surrounding it, are confidential and shall not be disclosed by Executive to any entity or person, for any reason, at any time, without the prior written consent of Company or as required by law. Notwithstanding the foregoing, Executive may disclose the terms of this Release to his immediate family members, spouse, and to legal, financial, and tax advisors.

4. Liens and Claims for Reimbursement. Executive represents that there are no outstanding liens, obligations, or claims for reimbursement in this matter, including, but not limited to, medical or legal liens, or claims for reimbursement by any person or entity that has provided Executive with any services or benefits arising out of the employment relationship between Executive and Company. Executive further represents that there are no outstanding liens, obligations, or claims for reimbursement pertaining to any benefits that were received by Executive from any public or governmental agency, whether said benefits were provided by a federal, state, or local entity or authority, pertaining to the employment relationship between Executive and Company. To the extent that there are any liens, obligations, or claims for reimbursement of any kind, Executive hereby covenants to settle, satisfy or otherwise extinguish all such liens, obligations, or claims for reimbursement, and further agrees to defend, indemnify, and hold harmless Company, its attorneys, and representatives, in any proceeding arising out of any clam by any person or entity claiming to have any such lien, obligation, or claim for reimbursement.

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5. Notices. Any notice or other communication under this Release must be in writing and shall be effective upon delivery by hand, or three (3) business days after deposit in the United States mail, postage prepaid, certified or registered, and addressed to Company at its usual business address, or to Executive at his most recent home address as shown in the records of the Company.

6. Amendments; Waivers. This Release may not be amended except by an instrument in writing, signed by each of the Parties. No failure to exercise and no delay in exercising any right, remedy, or power under this Release shall operate as a waiver thereof, nor shall any single or partial exercise of any right, remedy, or power under this Release preclude any other or further exercise thereof, or the exercise of any other right, remedy, or power provided herein or by law or in equity.

7. Assignment; Successors and Assigns. Executive agrees not to assign, sell, transfer, delegate, or otherwise dispose of, whether voluntarily or involuntarily, or by operation of law, any rights or obligations under this Release. Any such purported assignment, transfer, or delegation shall be null and void. Executive represents that he has not previously assigned or transferred any claims or rights released pursuant to this Release. Subject to the foregoing, this Release shall be binding upon and shall inure to the benefit of the Parties and their respective heirs, successors, attorneys, and permitted assigns. This Release shall also inure to the benefit of any Released Party. This Release shall not benefit any other person or entity except as specifically enumerated in this Release.

8. Older Workers Benefit Protection Act of 1990. Executive understands and agrees that, by entering into this Release, (i) he is waiving any rights or claims he might have under the Age Discrimination in Employment Act, as amended by the Older Workers Benefit Protection Act of 1990 (“Act”); and (ii) he has received consideration beyond that to which he was previously entitled. In accordance with the Act, Executive should be aware of the following:

a. Executive has the right to consult with an attorney before signing this Release;

b. Executive has twenty-one (21) days to consider this Release; and

c. Executive has seven (7) days after signing this Release to revoke this Release, and this Release will not be effective until said seven (7) day revocation period has expired.

9. Severability. If any provision of this Release, or its application to any person, place, or circumstance, is held by an arbitrator or a court of competent jurisdiction to be invalid, unenforceable, or void, such provision shall be enforced to the greatest extent permitted by law, and the remainder of this Release and such provision as applied to other persons, places, and circumstances shall remain in full force and effect.

10. Attorneys’ Fees. In any legal action, arbitration, or other proceeding brought to enforce or interpret the terms of this Release, the prevailing Party shall be entitled to recover reasonable attorneys’ fees and costs.

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11. Governing Law. This Release shall be governed by and construed in accordance with the laws of the State of California, without regards to its principles of conflicts of law.

12. Interpretation. This Release shall be construed as a whole, according to its fair meaning, and not in favor of or against any Party. By way of example and not in limitation, this Release shall not be construed in favor of any Party receiving a benefit nor against any Party responsible for any particular language in this Release. Captions are used for reference purposes only and should be ignored in the interpretation of this Release.

13. Integration. Executive understands and agrees that the preceding Sections and the Executive’s Severance Agreement and General Release (“Severance Agreement”) to which this Release is attached recite the sole consideration for this Release; that no representation or promise has been made by Company, or any other Released Party concerning the subject matter of this Release, except as expressly set forth in this Release and the Severance Agreement; and that all agreements and understandings between the Parties concerning the subject matter of this Release are embodied and expressed in this Release. This Release and the Severance Agreement shall supersede all prior or contemporaneous agreements and understandings among Executive, Company and any other Released Party, whether written or oral, express or implied, with respect to the employment, termination and benefits of Executive, including without limitation, any employment-related agreement or benefit plan, except to the extent that the provisions of any such agreement or plan have been expressly referred to in this Release or the Severance Agreement as having continued effect.

PLEASE READ CAREFULLY. THIS GENERAL RELEASE AND WAIVER INCLUDES A RELEASE OF ALL KNOWN AND UNKNOWN CLAIMS.

[The remainder of this page intentionally left blank.]

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I expressly acknowledge that I enter into this Release knowingly and voluntarily, without any coercion or duress, and that I have had an adequate opportunity to review this Release and to consult my attorney regarding it to the extent I wish to do so. I understand the contents of this Release, and I agree to all of its terms and conditions.

Acknowledgment of receipt by Executive on this      day of             , 20        .

[Releasing Party]

Executed at                                 , California, this      day of             , 20        .

[Releasing Party]

Executed at                                 , California, this      day of             , 20        .

STEC, Inc.

By:

Name:

Title:

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EX-10.3

Exhibit 10.3

SEVERANCE AND CHANGE IN CONTROL AGREEMENT

THIS AGREEMENT, effective as of March 3, 2008 (the “Effective Date”), is made by and between STEC, Inc., a California corporation, (the “Company”) and DAN MOSES (the “Executive”), a resident of the State of California.

RECITALS

WHEREAS, the Executive currently serves as Executive Vice President and Chief Financial Officer of the Company;

WHEREAS, the Board has determined that it is in the best interests of the Company and its shareholders to assure that the Company will have the continued dedication of the Executive, notwithstanding the possibility of his termination of employment with the Company or of a change in control of the Company;

WHEREAS, the Board wishes to diminish the distraction to the Executive and to encourage the Executive’s full attention and dedication to the Company currently and in the event of any threatened or pending change in control;

WHEREAS, the Board wishes to provide the Executive with compensation arrangements upon certain terminations of employment with the Company or a change in control which satisfy the expectations of the Executive and which are comparable to and competitive with those of other companies; and

WHEREAS, the Executive and the Company agree to terminate, nullify, and cancel the Simple Technology, Inc. Employment Agreement, dated March 20, 2000, and entered into between the Executive and the Company;

NOW, THEREFORE, in consideration of the mutual undertakings of the parties hereto, the Company and the Executive agree as follows:

Article I.

DEFINITIONS

1.1 “Accrued Annual Base Salary” means that portion of the Executive’s Annual Base Salary which is accrued but unpaid as of the Date of Termination.

1.2 “Affiliate” means any corporation or other entity which directly or through intervening entities owns more than thirty five percent (35%) of the combined power or value of all shares of stock of a corporation or more than thirty five percent (35%) of the capital and profits interest of an unincorporated entity, and any corporation or other entity so owned by an Affiliate.

1.3 “Annual Base Salary” means the annual base salary of the Executive in effect as of the date of his date of Termination of Employment, without regard to any salary reduction under any plan maintained by the Company under Code Sections 125 or 401(k), or any nonqualified deferred compensation plan maintained by the Company.

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1.4 “Board” means the Board of Directors of the Company.

1.5 “Cause” means:

(a) the Executive’s committing any felony or any other crime involving dishonesty;

(b) the Executive’s failure to perform reasonably assigned lawful duties or to comply with a lawful instruction of the Board;

(c) the Executive’s dishonesty, willful misconduct, or gross negligence in the performance of his duties for the Company;

(d) the Executive’s substantial or material failure or refusal to perform or comply with Company policies, procedures, or practices; or

(e) the Executive’s unauthorized use or disclosure of confidential information or trade secrets of the Company (or any parent or Subsidiary of the Company).

1.6 “Change in Control” means any of the following events provided that such event is, or with respect to an event described in Subsection (c) becomes, a “change in the ownership or effective control” of the Company or a “change in the ownership of a substantial portion of the assets” of the Company, in each case as defined in Treasury Regulation Section 1.409A-3(i)(5) or any successor provision thereto:

(a) any person (as such term is used in Rule 13d-5 of the Securities Exchange Act of 1934, as amended, (the “1934 Act”) or group (as such term is defined in Section 13(d) of the 1934 Act), other than a Subsidiary or any employee benefit plan (or any related trust) of the Company becomes the beneficial owner of at least fifty percent (50%) or more of the Common Stock of the Company or of securities of the Company that are entitled to vote generally in the election of directors of the Company (“Voting Securities”) representing fifty percent (50%) or more of the combined voting power of all Voting Securities of the Company;

(b) within a period of twelve (12) months or less, the individuals who, as of any date on or after the Effective Date, constitute the Board (the “Incumbent Directors”) cease for any reason to constitute at least seventy-five percent (75%) of the Board unless at the end of such period, seventy-five percent (75%) of individuals then constituting the Board are persons who are Incumbent Directors or were nominated upon the recommendation of seventy-five percent (75%) of the Incumbent Directors; or

(c) approval by the shareholders of the Company of either of the following:

(i) a merger, reorganization, or consolidation (“Merger”) with respect to which the individuals and entities who were the respective beneficial owners of Common Stock and Voting Securities of the Company immediately before such Merger do not, after such Merger, beneficially own, directly or indirectly, more than fifty

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percent (50%) of, respectively, the Common Stock and the combined voting power of the Voting Securities of the corporation resulting from such Merger in substantially the same proportion as their ownership immediately before such Merger, or

(ii) the sale or other disposition of all or substantially all of the assets of the Company.

Notwithstanding the foregoing, there shall not be a Change in Control if, in advance of such event, the Executive agrees in writing that such event shall not constitute a Change in Control.

1.7 “Code” means the Internal Revenue Code of 1986, as amended from time to time, and any regulatory guidance promulgated thereunder. A reference to any specific Code section shall also be deemed to refer to any successor section thereto.

1.8 “Common Stock” means the common stock, par value $0.001, of the Company.

1.9 “Company” means STEC, Inc., a California corporation, and any of its successors.

1.10 “Contract Term” has the meaning specified in Section 3.1 of this Agreement.

1.11 “Date of Termination” means the date as of which the Executive’s employment with the Company or its Affiliate is terminated by the Company or its Affiliate, or by the Executive for any reason including, but not limited to, death or Disability.

1.12 “Disability” means either of the following events:

(a) The Executive is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months; or

(b) The Executive is, by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months, receiving income replacement benefits for a period of not less than three (3) months under an accident and health plan covering employees of the Company.

1.13 “Good Reason” means the occurrence of any one of the following events:

(a) any material breach of this Agreement by the Company including, but not limited to, the failure of the Company to comply with the provisions of Article IV;

(b) the failure of the Company to assign this Agreement to a successor to the Company, or the failure of a successor to the Company to explicitly assume and agree to be bound by this Agreement;

(c) the Company’s requiring the Executive to be based at any office or location more than thirty (30) miles from the Company’s offices in Santa Ana, California, except for reasonably required travel which is not materially greater than such travel generally required of such Executive prior to the date of execution of this Agreement;

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(d) a material reduction in duties inconsistent with the Executive’s position;

(e) the Board’s directive for the Executive to engage in unlawful conduct; or

(f) a material reduction in the Executive’s base salary.

Notwithstanding the foregoing, no act or omission by the Company shall constitute Good Reason as defined above unless the Executive gives the Company no more that ninety (90) days written notice from the initial existence or occurrence of any act or omission which constitutes Good Reason, and the Company fails to cure such act or omission within the succeeding thirty (30) day period following the receipt of such notice from the Executive.

1.14 “Monthly Base Salary” means the Executive’s Annual Base Salary in effect as of the Executive’s Date of Termination of employment, divided by twelve (12).

1.15 “Person” means any individual, sole proprietorship, partnership, joint venture, trust, unincorporated organization, association, corporation, institution, public benefit corporation, entity or government (whether federal, state, county, city, municipal, or otherwise, including, without limitation, any instrumentality, division, agency, body, or department thereof).

1.16 “Subsidiary” means, with respect to any Person, (a) any corporation or other entity of which an aggregate of more than fifty percent (50%) of the outstanding capital stock having ordinary voting power to elect a majority of the board of directors of such corporation (irrespective of whether, at the time, stock of any other class or classes of such corporation shall have or might have voting power by reason of the happening of any contingency) is at the time, directly or indirectly, owned legally or beneficially by such Person or one or more Subsidiaries of such Person and (b) any partnership in which such Person and/or one or more Subsidiaries of such Person shall have an interest (whether in the form of voting or participation in profits or capital contribution) of more than fifty percent (50%).

1.17 “Termination of Employment” means the first day on which the Executive is for any reason no longer employed by the Company or any of its Affiliates.

1.18 “Termination of Employment Without Cause” means a termination of the Executive’s employment by the Company or any of its Affiliates for any reason other than Cause (other than death or Disability).

Article II.

CANCELLATION OF EMPLOYMENT AGREEMENT

2.1 Cancellation of Employment Agreement.

(a) Effective as of the Effective Date, the Executive and the Company hereby terminate, nullify, and cancel the Simple Technology, Inc., Employment Agreement, dated March 20, 2000, entered into between the Executive and the Company. All provisions of said

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Employment Agreement, including the arbitration provisions, are hereby null, void, and of no force or effect. The Executive agrees to timely enter into and execute any additional documents necessary or appropriate to effect the intent of this Article II.

(b) The Executive’s employment with the Company is “at will,” meaning that either the Executive or the Company may terminate the employment relationship at any time on notice to the other, with or without Cause, for any reason, no reason or Good Reason, and with no liability of either party to the other, except as expressly described in this Agreement or any other express agreement executed by both parties. This Agreement is not intended to, and shall not infer or imply any right on the part of the Executive to continue in the employ of the Company or any of its Affiliates. This Agreement is not intended in any way to limit the right of the Company to terminate the employment of the Executive.

Article III.

TERM OF AGREEMENT

3.1 Term of Agreement.

(a) This Agreement shall be effective for the period commencing on the Effective Date, and ending on the second (2^nd) anniversary of such date. The Company may, in its sole discretion and for any reason, provide written notice of termination (effective as of the then applicable expiration date) to the Executive no later than sixty (60) days prior to the expiration of this Agreement. If written notice is not timely so provided, this Agreement shall be automatically extended for an additional period of twelve (12) months from the expiration date. This Agreement shall continue to be automatically extended for an additional twelve (12) months at the end of such 12-month period and each succeeding 12-month period unless notice of termination of this Agreement is given in the manner prescribed in this Section (the initial term, and each such additional 12-month period, if any, constituting the “Contract Term”). No termination of this Agreement shall affect the Executive’s rights hereunder with respect to a Change in Control which has occurred prior to such termination.

(b) In the event of a Change in Control, Section 4.4 of this Agreement shall become applicable to the Executive. Section 4.4 shall continue to remain applicable to the Executive until the date which is eighteen (18) months following the date upon which the Change in Control occurs. Following such eighteen (18) month period, so long as the employment of the Executive has not been terminated on account of a termination as described in Section 4.4, this Agreement shall terminate and be of no further force or effect. If the Executive’s employment with the Company is terminated on account of a termination described in Section 4.4 on or before such date, this Agreement shall remain in effect until the Executive receives, in the entirety, the various payments and benefits to which the Executive has become entitled under the terms of this Agreement.

(c) If there is a Termination of Employment Without Cause, or a Termination of Employment by the Executive for Good Reason during the Contract Term, this Agreement shall remain in effect until the Executive receives, in the entirety, the various payments and benefits to which Executive has become entitled under the terms of this Agreement.

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Article IV.

TERMINATION BENEFITS

4.1 Termination of Employment by the Company for Cause or by the Executive Other Than for Good Reason. If, before the end of the Contract Term, the Company terminates the Executive’s employment for Cause or the Executive terminates employment other than for Good Reason (other than for death or Disability), the Company shall pay to the Executive as soon as reasonably practicable after the Date of Termination an amount equal to the Executive’s Accrued Annual Base Salary. The Company may not terminate the Executive’s employment for Cause unless:

(a) no fewer than sixty (60) days prior to the Date of Termination, the Company provides the Executive with written notice of its intent to consider termination of the Executive’s employment for Cause, including a detailed description of the specific reasons which form the basis for such consideration (the “Notice of Consideration”);

(b) provided that “Cause” shall not constitute “Cause” unless the Executive is provided with said Notice of Consideration by the Board of such termination for Cause and fails to cure it within a reasonable period of time (not less than fifteen (15) nor more than thirty (30) days) after receipt of the Notice of Consideration, except that the Executive shall not be entitled to a Notice of Consideration and opportunity to cure if the Executive knew, or should have known, that the wrongful conduct would result in material harm to the Company;

(c) if, after providing Notice of Consideration, a majority of the Board (disallowing the vote of the Executive (if the Executive is a member of the Board) and any other members of the Board alleged to be involved in the events leading the Board to desire to terminate the Executive for Cause) so determines, the Board may immediately suspend the Executive, with or without pay, at the discretion of the majority of the Board, until a final determination pursuant to this Section 4.1 has been made (which suspension shall not constitute “Good Reason” for purposes of this Agreement);

(d) for a period ending thirty (30) days after the date Notice of Consideration is provided, the Executive shall have an opportunity to appear before the Board, with or without legal representation, at the Executive’s election, to present arguments on his own behalf;

(e) following the presentation to the Board as provided in Subsection (d) above, the Executive shall be terminated for Cause only if (i) a majority of the Board (disallowing the vote of the Executive (if the Executive is a member of the Board) and any other members of the Board alleged to be involved in the events leading the Board to terminate the Executive for Cause) determines that the actions of the Executive constituted Cause and that the Executive’s employment should accordingly be terminated for Cause and (ii) the Board provides the Executive with a written determination setting forth in full specificity the basis for such termination of employment which shall be consistent with the reasons set forth in the Notice of Consideration; and

(f) the Company shall provide the Executive with not less than thirty (30) days advance written notice of termination, including a statement of the Date of Termination and the specific detailed basis for such termination which shall be consistent with the reasons set forth in the Notice of Consideration; provided however

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(g) notwithstanding the foregoing, nothing in this Section 4.1 shall prevent the Company from terminating the Executive immediately upon the Executive’s committing any of the acts set forth in Sections 1.5 (a), (c) or (e) herein, upon a determination by a majority of the Board (disallowing the vote of the Executive (if the Executive is a member of the Board) and any other members of the Board alleged to be involved in the events leading the Board to terminate the Executive for Cause) that the Executive should be immediately terminated for Cause pursuant to Sections 1.5 (a), (c) or (e).

4.2 Termination of Employment for Death or Disability. If, before the end of the Contract Term, the Executive’s employment terminates due to death or Disability, the Company shall pay as soon as reasonably practicable to the Executive, the beneficiaries designated in writing by the Executive, or the Executive’s estate, as the case may be, the Executive’s Accrued Annual Base Salary.

4.3 Termination of Employment by the Company without Cause or by the Executive for Good Reason. If there is a Termination of Employment by the Company without Cause or a Termination of Employment by the Executive for Good Reason, the Executive shall receive as soon as reasonably practicable after the Date of Termination in a lump-sum the Executive’s Accrued Annual Base Salary. Additionally, as soon as reasonably practicable after six (6) months and one (1) day following the Date of Termination, the Company shall pay the Executive, in a lump sum, an amount equal to eighteen (18) months of the Executive’s Monthly Base Salary.

The Executive shall also be entitled to a lump sum payment, in cash, equal in value to the sum of (a) eighteen (18) months of the Company’s automobile reimbursement policy, and (b) eighteen (18) months of premiums for any term life insurance policy maintained or paid for by the Company for the benefit of the Executive or the Executive’s designated beneficiaries. The value of the lump sum benefit payable pursuant hereto shall be based upon the value of such benefits to the Executive immediately prior to the Termination of Employment.

In addition to the foregoing benefits, Executive shall be entitled to participate, for eighteen (18) months following Termination of Employment, in the following employee benefit plans maintained by the Company to the extent the Executive is a participant in such employee benefit plans immediately preceding the Date of Termination: group medical insurance, and group dental insurance. The level of benefits in such plans shall be the level in effect for the Executive and his dependents at the Date of Termination. The COBRA continuation period for the Executive shall begin at the end of such eighteen (18) month period. These programs shall be continued at no cost to the Executive, except to the extent that federal, state or local tax law requires the inclusion of the value of such benefits in Executive’s income.

The Executive’s entitlement to any termination benefits pursuant to this Section 4.3 are expressly conditioned upon the Executive’s execution of a General Release and Waiver as set forth in Section 6.7 (and as attached in form as “Exhibit A” hereto) prior to the Company’s obligation to provide payment of any amounts due or any benefits hereunder.

4.4 Termination upon a Change in Control. If within the Contract Term (a) there occurs a Change of Control and (b) within an eighteen (18) month period subsequent to the Change of Control

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the Company terminates the employment of the Executive without Cause (other than for death or Disability) or the Executive terminates his employment for Good Reason (other than for death or Disability), the Executive shall receive as soon as reasonably practicable after the Date of Termination in a lump sum the Executive’s Accrued Annual Base Salary. Additionally, as soon as reasonably practicable after six (6) months and one (1) day following the Termination of Employment, the Company shall pay the Executive, in a lump sum, an amount equal to eighteen (18) months of the Executive’s Monthly Base Salary.

The Executive shall also be entitled to a lump sum payment, in cash, equal in value to the sum of (a) eighteen (18) months of the Company’s automobile reimbursement policy, and (b) eighteen (18) months of premiums for any term life insurance policy maintained or paid for by the Company for the benefit of the Executive or the Executive’s designated beneficiaries. The value of the lump sum benefit payable pursuant hereto shall be based upon the value of such benefits to the Executive immediately prior to the Termination of Employment.

In addition to the foregoing benefits, Executive shall be entitled to participate, for eighteen (18) months following Termination of Employment, in the following employee benefit plans maintained by the Company to the extent the Executive is a participant in such employee benefit plans immediately preceding the Date of Termination: group medical insurance, and group dental insurance. The level of benefits in such plans shall be the level in effect for the Executive and his dependents at the Date of Termination. The COBRA continuation period for the Executive shall begin at the end of such eighteen (18) month period. These programs shall be continued at no cost to the Executive, except to the extent that federal, state or local tax law requires the inclusion of the value of such benefits in Executive’s income.

The Executive’s entitlement to any termination benefits pursuant to this Section 4.4 are expressly conditioned upon the Executive’s execution of a General Release and Waiver as set forth in Section 6.7 (and as attached in form as “Exhibit A” hereto) prior to the Company’s obligation to provide payment of any amounts due or any benefits hereunder.

4.5 Other Plans and Policies. The termination benefits described in Sections 4.1 through 4.4 are in lieu of any termination benefits that the Executive might otherwise be entitled to receive from the Company under any of the Company’s applicable severance pay policies; provided, however, to the extent the Executive participates in any annual bonus, long-term incentive, equity award, or similar plan or program, the Executive’s rights upon a Termination of Employment under such plans or programs shall be determined under the documents or agreements governing said plans or programs.

Except as specified in the preceding paragraph, nothing in this Agreement shall prevent or limit the Executive’s continuing or future participation in any plan, program, policy or practice provided by the Company or any of its Affiliates and for which the Executive is eligible, nor shall anything herein limit or otherwise affect such rights as the Executive may have under any agreement entered into after the date hereof with the Company or any of its Affiliates. Subject to the foregoing, amounts which are vested benefits, or which the Executive is otherwise entitled to receive under any plan, policy, practice or program of, or agreement entered into after the date hereof with the Company or any of its Affiliates at or subsequent to the Date of Termination shall be payable in accordance with such plan, policy, practice, program or agreement, except as may be explicitly governed otherwise by this Agreement.

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4.6 Code Section 409A.

(a) Notwithstanding anything to the contrary in this Article IV, to the extent required by Code Section 409A, payment to the Executive if he is a “specified employee” (as defined in Treasury Regulation Section 1.409A-1(i)) shall not be made before the date which is six (6) months and one (1) day after the date of the Executive’s separation from service (within the meaning of Code Section 409A(a)(2)(B)(i)) or, if earlier, the date of death of the Executive, except to the extent the payments are (i) made by reason of involuntary termination of employment by the Company without Cause or a termination of the Executive’s employment with the Company for Good Reason and (ii) do not exceed the Basic Severance Limitation.

(b) For purposes of this Section the “Basic Severance Limitation” means two (2) times the lesser of (i) the sum of the Executive’s annualized compensation based on the annual rate of pay for services provided to the Company for the taxable year of the Executive preceding the taxable year in which the Executive’s employment terminated (adjusted for any increase during that taxable year that was expected to continue indefinitely if the Executive had not incurred a termination of employment) or (ii) the maximum amount that may be taken into account under a qualified plan pursuant to Code Section 401(a)(17) for the year of the Executive’s termination of employment.

(c) If this Section 4.6 applies, then (i) any lump sum payment otherwise required (a “Required Lump Sum”) shall first be made when due up to the Basic Severance Limitation; (ii) any Required Lump Sum that exceeds the Basic Severance Limitation shall be paid in a single lump sum on the date that is six (6) months and one (1) day after the Date of Termination; (iii) any installment payments otherwise required (“Required Installments”) shall be paid in equal monthly installments during the six (6) month period up to an aggregate amount that (together with any Required Lump Sum paid during the six (6) month period) is not in excess of the Basic Severance Limitation, and (iv) the remaining amount of any Required Installments that would have been paid during the six (6) month period but for the application of the Basic Severance Limitation shall be paid (without interest) in a lump sum on the date that is six (6) months and one (1) day after the Date of Termination, and the remaining Required Installments shall be paid over the remainder of the applicable installment period.

Article V.

CONTINGENT LIMITATION ON BENEFITS PAYABLE

5.1 General Rules.

(a) Notwithstanding any other provisions of this Agreement or any other agreement, plan, or arrangement (except as provided in the following paragraph of this Subsection (a)), if any payment or benefit received or to be received by the Executive (under the terms of this Agreement, or any other plan, arrangement, or agreement with the Company, or any other plan, arrangement, or agreement with any person whose actions result in a Change in Control or any person affiliated with the Company or any such person) (all such payments and benefits being hereinafter called “Total Payments”) would be subject (in whole or in part) to taxes imposed by Code Section 4999, the portion of the Total Payments payable under this Agreement shall be reduced as herein provided.

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The Total Payments payable under this Agreement shall be reduced to the extent necessary so that no portion of the Total Payments shall be subject to the parachute excise tax (the “Excise Tax”) imposed by Code Section 4999 (after taking into account any reduction in the Total Payments provided by reason of Code Section 280G in any other plan, arrangement, or agreement) but only if the amount determined under Paragraph (1) below is greater than the amount determined under Paragraph (2) below.

(1) The amount determined hereunder shall be the net amount of such Total Payments, as so reduced (and after deduction of the net amount of Federal, state, and local income taxes on such reduced Total Payments computed at Executive’s highest marginal tax rates).

(2) The amount determined hereunder shall be:

(A) the net amount of such Total Payments, without reduction (but after deduction of the net amount of Federal, state, and local income taxes on such Total Payments computed at Executive’s highest marginal tax rates), further reduced by:

(B) the amount of Excise Tax to which the Executive would be subject in respect of such Total Payments.

Any reduction of the Total Payments, if required, shall be made under one of the two alternative methods described in Subjection (b) below. If a reduction in Total Payment is required for purposes of this Section 5.1 pursuant to the calculations hereunder, Total Payments shall not include any amounts considered a “parachute payment” under Code Section 280G as such determination is made by a national accounting firm or a national law firm, either of which accounting firm or law firm shall be selected by, retained by and perform said services at the expense of the Company.

(b) If the Total Payments all become payable at approximately the same time.

(1) Executive’s Monthly Base Salary shall first be reduced (if necessary, to zero);

(2) Executive’s participation in Company employee benefit plans shall next be reduced (if necessary, to zero);

(3) any other portions of the Total Payments shall next be reduced (if necessary, to zero); and

(4) the acceleration of vesting of awards under any equity award plans, annual incentive plans, deferred compensation or similar nonqualified executive compensation arrangements shall be reduced as necessary.

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If the Total Payments do not become due and payable at approximately the same time, the respective Total Payments shall be paid in full in the order in which they become payable, until any portion thereof would be subject to reduction as set forth herein, and such portion (and any subsequent portions) of the Total Payments shall be reduced to zero. In such event, the Company shall make every reasonable effort to make such payments in the order (if possible) that results in the most favorable tax treatment and economic result for Executive.

(c) For purposes of determining whether and the extent to which the Total Payments would be subject to the Excise Tax.

(1) no portion of the Total Payments the receipt or enjoyment of which the Executive shall have effectively waived in writing prior to the Date of Termination shall be taken into account;

(2) no portion of the Total Payments shall be taken into account which in the determination of the aforementioned national accounting firm or national law firm selected by the Company to make such determination does not constitute a “parachute payment” within the meaning of Code Section 280G(b) (2), including by reason of Code Section 280G(b) (4) (A);

(3) in calculating the Excise Tax, the payments shall be reduced only the extent necessary so that the Total Payments in their entirety constitute reasonable compensation for services actually rendered within the meaning of Code Section 280G(b) (4) or otherwise not subject to disallowance as deductions because of Code Section 280G, in the determination of such national accounting firm or national law firm; and

(4) the value of any non-cash benefit or any deferred payment or benefit included in the Total Payments shall be determined by a national accounting firm or national law firm as selected by the Company, in accordance with the principles of Code Section 280G(d) (3) and (4).

The Company shall provide the Executive with the calculation of the foregoing amounts and any supporting materials as are reasonably necessary for the Executive to evaluate the calculations, however the findings of such national accounting firm or national law firm shall be binding upon the Executive and the Company.

Article VI.

MISCELLANEOUS

6.1 No Mitigation. In no event shall the Executive be obligated to seek other employment or take any other action by way of mitigation of the amounts payable to the Executive under any of the provisions of this Agreement, nor shall the amount of any payment hereunder be reduced, except as otherwise specifically provided herein, by any compensation earned by the Executive as result of employment by another employer.

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6.2 Enforcement.

(a) If the Executive incurs legal or other fees and expenses in an effort to establish entitlement to payments and benefits rightfully owing under this Agreement, the Company shall reimburse the Executive for such fees and expenses in the event the Executive is the prevailing party in any civil action or arbitration, or in the event the Company and the Board otherwise determine the Executive is entitled to such payments or benefits, and actually provides said payments or benefits to the Executive.

(b) If Executive does not prevail (after exhaustion of all available judicial remedies), and a court of competent jurisdiction determines that the Executive had no reasonable basis for bringing an action hereunder or there was an absence of good faith for bringing an action hereunder, no reimbursement for legal fees or other expenses shall be due to the Executive and Executive shall refund to the Company any amounts previously paid hereunder (if any) with respect to such action.

6.3 Assignment, Successors. The Company may freely assign its respective rights and obligations under this Agreement to a successor of the Company’s business, without the prior written consent of the Executive. This Agreement shall be binding upon and inure to the benefit of the Executive and the Executive’s estate and the Company and any assignee of or successor to the Company.

6.4 Nonalienation of Benefits. Benefits payable under this Agreement shall not be subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, charge, garnishment, execution or levy of any kind, either voluntary or involuntary, prior to actually being received by the Executive, and any such attempt to dispose of any right to benefits payable hereunder shall be void.

6.5 Severability. If all or any part of this Agreement is declared by any court or governmental authority to be unlawful or invalid, such unlawfulness or invalidity shall not serve to invalidate any portion of this Agreement not declared to be unlawful or invalid. Any paragraph or part of a paragraph so declared to be unlawful or invalid shall, if possible, be construed in a manner which will give effect to the terms of such paragraph or part of a paragraph to the fullest extent possible while remaining lawful and valid.

6.6 Amendment and Waiver. This Agreement shall not be altered, amended, extended or modified except by written instrument executed by the Company and the Executive. A waiver of any term, covenant, agreement, or condition contained in this Agreement shall not be deemed a waiver of any other term, covenant, agreement, or condition, and any waiver of any default in any such term, covenant, agreement, or condition shall not be deemed a waiver of any later default thereof or of any other term, covenant, agreement or condition.

6.7 General Waiver and Release. In exchange for the promises and covenants set forth herein, and in consideration thereof, if the Executive’s employment with the Company is terminated pursuant to Section 4.3 or 4.4 of this Agreement, then upon the Executive furnishing the Company with an executed general release and waiver of claims (which shall be substantially in the form attached hereto as “Exhibit A”) (“General Release and Waiver”), the Executive shall be entitled to the termination benefits as specified in the applicable Section.

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6.8 Notices. All notices and other communications hereunder shall be in writing and shall be only effective when actually delivered on a business day during business hours only by one of the following methods: (a) by hand, or (b) by first class registered or certified mail, return receipt requested, postage prepaid, or by a national overnight commercial messenger service such as, but not limited to FedEx, UPS or DHL, addressed as follows:

If to the Company:	STEC, Inc.
	3001 Daimler Street
	Santa Ana, California 92705-5812
	Attn: Legal Department

If to the Executive, such notices and communications shall be sent to the last known home address for the Executive on file with the Company.

Either party may from time to time designate a new address by notice given in accordance with this Section. Notwithstanding the manner of delivery, whether or not in compliance with the foregoing provisions, notices and communications shall be effective when actually received by the addressee.

6.9 Withholding. The Company may withhold from any amounts payable under this Agreement such federal, state or local taxes as the Company determines are required to be withheld pursuant to any applicable law or regulation.

6.10 Counterpart Originals. This Agreement may be executed in several counterparts, each of which shall be deemed to be an original but all of which together will constitute one and the same instrument.

6.11 Entire Agreement. This Agreement forms the entire agreement between the parties hereto with respect to any severance payment and with respect to the subject matter contained in the Agreement.

6.12 Effect on Other Agreements. This Agreement shall supersede all prior agreements, promises and representations regarding severance or other payments contingent upon termination of employment, whether in writing or otherwise.

6.13 Applicable Law. The provisions of this Agreement shall be interpreted and construed in accordance with the laws of the State of California, without regard to its choice of law principles.

6.14 Survival of Executive’s Rights. All of the Executive’s rights hereunder, including but not limited to his rights to compensation and benefits, and his obligations under this Agreement, shall survive the termination of the Executive’s employment and/or the termination of this Agreement.

6.15 Voluntary Agreement. The Executive acknowledges and represents that he (i) has read this Agreement; (ii) is hereby advised in writing to consult with legal counsel prior to executing this Agreement and has had the opportunity to do so; (iii) understands the legal and binding nature of this Agreement; and (iv) is acting voluntarily and with full knowledge of his actions in executing this Agreement.

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IN WITNESS WHEREOF, the parties have executed this Agreement effective as of the date first above written.

STEC, INC.
By:	/s/ Manouch Moshayedi
Name:	Manouch Moshayedi
Title:	Chief Financial Officer
EXECUTIVE
/s/ Dan Moses
DAN MOSES

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EXHIBIT A

GENERAL RELEASE AND WAIVER

This General Release and Waiver (“Release”), dated as of                     , 20     (“Effective Date”), is made and entered into by and between [Releasing Party] and his heirs, representatives, successors, assigns, executors, and administrators (hereinafter “Executive”), on the one hand, and STEC, Inc., and its current or former owners, partners, officials, directors, officers, shareholders, affiliates, agents, employee benefit plans, representatives, servants, employees, attorneys, subsidiaries, parents, divisions, branches, units, affiliated organizations, successors, predecessors, contractors, assigns, and all persons acting by, through, under, or in concert with them, past or present (hereinafter collectively referred to as “Company”). The term “Parties” or “Party” as used herein shall refer to Executive on the one hand, and those entities and individuals collectively referred to as Company on the other hand. The term “third Party” refers to any other entity or individual, who is not referred to as a Party.

RECITALS

Executive was employed as the [Position] of the Company. Executive terminated employment as the [Position] of the Company effective on or about [Date].

Executive and Company desire to resolve any and all claims, actual or potential, which may exist between them and thereby avoid the expense and uncertainty of litigation.

NOW, THEREFORE, for good and valuable consideration, receipt of which is hereby acknowledged, and in order to resolve and settle finally, fully, and completely all matters or disputes that now or may exist between them, and in consideration of the mutual covenants and conditions set forth below, IT IS AGREED AS FOLLOWS:

1. Executive Release. Executive, in exchange for the promises contained in this Release, on behalf of himself, his heirs, representatives, successors, and assigns, hereby irrevocably and unconditionally waives, releases, and forever discharges Company or any of its current or former owners, partners, officials, directors, officers, shareholders, affiliates, employee benefit plans, representatives, servants, employees, agents, attorneys, subsidiaries, parents, divisions, branches, units, affiliated organizations, successors, predecessors, assigns, and all persons acting by, through, under or in concert with them, either past or present (collectively “Released Party or Parties”), and each and all of them, from any and all charges, complaints, lawsuits, claims, liabilities, obligations, promises, agreements, controversies, injuries, damages, actions, causes of action, suits, rights, demands, judgments, claims for relief, indebtedness, costs, losses, debts and expenses (including attorney’s fees and costs actually incurred), of any nature whatsoever, whether in law or in equity, KNOWN OR UNKNOWN, suspected or unsuspected, actual or potential, which he now has, owns, or holds, or claims to have, own, or hold against each or any of the Released Parties, including without limitation, any claims which arose prior to the date of execution of this Release, whether or not relating to the employment relationship between Executive and Company or to the cessation of that employment relationship.

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Without limiting the above, Executive agrees to waive, release, and forever discharge, and agrees that he will not in any manner institute, prosecute, or pursue, any and all complaints, claims, charges, claims for relief, demands, suits, actions, or causes of action, whether in law or equity, KNOWN OR UNKNOWN, actual or potential, which he either asserts or could assert, at common law or under any statute, rule, regulation, order, or law, whether federal, state, or local, or on any grounds whatsoever, including without limitation, any state or federal age, sex, race, color, national origin, marital status, religion, physical disability, mental condition, or mental disability discrimination laws, including, but not limited to, the United States Constitution, the California Constitution, the California Fair Employment and Housing Act (California Government Code § 12940 et seq.), the California Family Rights Act (California Government Code § 12945.2, 19702.3 et seq.), California Government Code §11135, the Unruh and George Civil Rights Acts (California Civil Code §51 et seq.), the California Labor Code, including, but not limited to California Labor Code §201, et seq., and all provisions of California Labor Code §132a, Title VII of the Civil Rights Act of 1964, the Equal Pay Act, the Rehabilitation Act of 1973, the Family and Medical Leave Act , the Employee Retirement Income Security Act of 1974, also known as “ERISA”, and/or Sections 1981, 1983, 1985, 1986 or 1988 of Title 42 of the United States Code (42 U.S.C. §1981 et seq.), the Americans with Disabilities Act , the Age Discrimination in Employment Act, as amended, the Older Workers Benefit Protection Act, claims of retaliation, claims of “Whistle-blowing,” claims under the Uniformed Services Employment and Re-Employment Rights Act (“USERRA,” 38 U.S.C. § 4301 et seq.), claims under California Military and Veterans Code (Cal. Mil. & Vet. Code § 389 et seq.), claims for the payment of severance pay, sick leave, pension rights, stock options, benefits, vacation pay, holiday pay, life insurance, fringe benefits, disability, commissions, bonuses, profit sharing, expenses, penalties, claims for breach of any type of contract, including written, oral or implied contracts, breach of any covenant, promise, or representation pertaining to Executive’s employment, whether express or implied, claims for constructive termination, wrongful termination, negligent hiring, retention, supervision, investigation, negligent or intentional infliction of emotional distress, common counts, statutory violation (failure to pay wages and compensation—Labor Code §201, et seq.), sexual harassment, discrimination, assault, battery, interference with prospective economic advantage, fraud, deceit and/or misrepresentation of any kind, libel, slander, defamation (whether based upon common law or statute), claims of unfair/unlawful employment or business practices arising under any of the statutes referenced above, under Business and Professions Code §17200 et seq., under the Consumer Legal Remedies Act under Civil Code §1750 et seq., and/or any other claims arising under any other state or federal provision, act, ordinance, Constitution, law, common law, or arising, under any contract or agreement, against any Released Party with respect to any event, matter, claim, damage, or injury arising out of or relating to the employment of Executive and/or the cessation of such employment and ANY OTHER CLAIM OF ANY TYPE WHATSOEVER, WHETHER SUCH CLAIM IS KNOWN OR UNKNOWN TO EXECUTIVE AND/OR HIS REPRESENTATIVES AND ATTORNEYS (collectively “Executive Released Claims”). Executive Released Claims shall include only those claims (whether known or unknown) which have arisen prior to the execution of this Release.

By executing this Agreement Executive is acknowledging that as of the time of the execution of this Agreement, he has been paid for all hours worked, that he has not suffered any on-the-job injury for which he has not already filed a claim and that Executive has received all benefits to which he is entitled at the time of the execution of this Agreement, but for any payments or benefits to which the Executive will become entitled pursuant to the execution of this Agreement so long as this Agreement is not revoked by the Executive pursuant to Section 8 (c) herein.

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Executive agrees to indemnify and hold harmless the Released Parties against any loss or liability, whatsoever, including reasonable attorneys’ fees and costs, caused by any action or proceeding, in any state or federal courts or administrative processes, which is brought by Executive and his successors in interest if such action arises out of, is based upon, or is related in any way to any claim, demand, or cause of action released herein.

2. Section 1542 Waiver. Executive understands and agrees that the Executive Released Claims include not only claims presently known to Executive, but also include all unknown or unanticipated claims, rights, demands, actions, obligations, liabilities, and causes of action of every kind and character that would otherwise come within the scope of the Executive Released Claims as described in the preceding Section 1. Executive understands that he may hereafter discover facts different from what he now believes to be true, which if known, could have materially affected this Release, but nevertheless waives any claims or rights based on different or additional facts. Executive knowingly and voluntarily waives any and all rights or benefits that he may now have, or in the future may have, under the terms of Section 1542 of the California Civil Code, which provides as follows:

A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HER OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HER SETTLEMENT WITH THE DEBTOR.

3. Confidentiality. The Parties understand and agree that this Release and each of its terms, and the negotiations surrounding it, are confidential and shall not be disclosed by Executive to any entity or person, for any reason, at any time, without the prior written consent of Company or as required by law. Notwithstanding the foregoing, Executive may disclose the terms of this Release to his immediate family members, spouse, and to legal, financial, and tax advisors.

4. Liens and Claims for Reimbursement. Executive represents that there are no outstanding liens, obligations, or claims for reimbursement in this matter, including, but not limited to, medical or legal liens, or claims for reimbursement by any person or entity that has provided Executive with any services or benefits arising out of the employment relationship between Executive and Company. Executive further represents that there are no outstanding liens, obligations, or claims for reimbursement pertaining to any benefits that were received by Executive from any public or governmental agency, whether said benefits were provided by a federal, state, or local entity or authority, pertaining to the employment relationship between Executive and Company. To the extent that there are any liens, obligations, or claims for reimbursement of any kind, Executive hereby covenants to settle, satisfy or otherwise extinguish all such liens, obligations, or claims for reimbursement, and further agrees to defend, indemnify, and hold harmless Company, its attorneys, and representatives, in any proceeding arising out of any clam by any person or entity claiming to have any such lien, obligation, or claim for reimbursement.

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5. Notices. Any notice or other communication under this Release must be in writing and shall be effective upon delivery by hand, or three (3) business days after deposit in the United States mail, postage prepaid, certified or registered, and addressed to Company at its usual business address, or to Executive at his most recent home address as shown in the records of the Company.

6. Amendments; Waivers. This Release may not be amended except by an instrument in writing, signed by each of the Parties. No failure to exercise and no delay in exercising any right, remedy, or power under this Release shall operate as a waiver thereof, nor shall any single or partial exercise of any right, remedy, or power under this Release preclude any other or further exercise thereof, or the exercise of any other right, remedy, or power provided herein or by law or in equity.

7. Assignment; Successors and Assigns. Executive agrees not to assign, sell, transfer, delegate, or otherwise dispose of, whether voluntarily or involuntarily, or by operation of law, any rights or obligations under this Release. Any such purported assignment, transfer, or delegation shall be null and void. Executive represents that he has not previously assigned or transferred any claims or rights released pursuant to this Release. Subject to the foregoing, this Release shall be binding upon and shall inure to the benefit of the Parties and their respective heirs, successors, attorneys, and permitted assigns. This Release shall also inure to the benefit of any Released Party. This Release shall not benefit any other person or entity except as specifically enumerated in this Release.

8. Older Workers Benefit Protection Act of 1990. Executive understands and agrees that, by entering into this Release, (i) he is waiving any rights or claims he might have under the Age Discrimination in Employment Act, as amended by the Older Workers Benefit Protection Act of 1990 (“Act”); and (ii) he has received consideration beyond that to which he was previously entitled. In accordance with the Act, Executive should be aware of the following:

a. Executive has the right to consult with an attorney before signing this Release;

b. Executive has twenty-one (21) days to consider this Release; and

c. Executive has seven (7) days after signing this Release to revoke this Release, and this Release will not be effective until said seven (7) day revocation period has expired.

9. Severability. If any provision of this Release, or its application to any person, place, or circumstance, is held by an arbitrator or a court of competent jurisdiction to be invalid, unenforceable, or void, such provision shall be enforced to the greatest extent permitted by law, and the remainder of this Release and such provision as applied to other persons, places, and circumstances shall remain in full force and effect.

10. Attorneys’ Fees. In any legal action, arbitration, or other proceeding brought to enforce or interpret the terms of this Release, the prevailing Party shall be entitled to recover reasonable attorneys’ fees and costs.

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11. Governing Law. This Release shall be governed by and construed in accordance with the laws of the State of California, without regards to its principles of conflicts of law.

12. Interpretation. This Release shall be construed as a whole, according to its fair meaning, and not in favor of or against any Party. By way of example and not in limitation, this Release shall not be construed in favor of any Party receiving a benefit nor against any Party responsible for any particular language in this Release. Captions are used for reference purposes only and should be ignored in the interpretation of this Release.

13. Integration. Executive understands and agrees that the preceding Sections and the Executive’s Severance Agreement and General Release (“Severance Agreement”) to which this Release is attached recite the sole consideration for this Release; that no representation or promise has been made by Company, or any other Released Party concerning the subject matter of this Release, except as expressly set forth in this Release and the Severance Agreement; and that all agreements and understandings between the Parties concerning the subject matter of this Release are embodied and expressed in this Release. This Release and the Severance Agreement shall supersede all prior or contemporaneous agreements and understandings among Executive, Company and any other Released Party, whether written or oral, express or implied, with respect to the employment, termination and benefits of Executive, including without limitation, any employment-related agreement or benefit plan, except to the extent that the provisions of any such agreement or plan have been expressly referred to in this Release or the Severance Agreement as having continued effect.

PLEASE READ CAREFULLY. THIS GENERAL RELEASE AND WAIVER INCLUDES A RELEASE OF ALL KNOWN AND UNKNOWN CLAIMS.

[The remainder of this page intentionally left blank.]

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I expressly acknowledge that I enter into this Release knowingly and voluntarily, without any coercion or duress, and that I have had an adequate opportunity to review this Release and to consult my attorney regarding it to the extent I wish to do so. I understand the contents of this Release, and I agree to all of its terms and conditions.

Acknowledgment of receipt by Executive on this      day of             , 20    .

[Releasing Party]

Executed at                                                              , California, this      day of             , 20    .

[Releasing Party]

Executed at                                                              , California, this      day of             , 20    .

STEC, Inc.

By:

Name:

Title:

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EX-10.4

Exhibit 10.4

SEVERANCE AND CHANGE IN CONTROL AGREEMENT

THIS AGREEMENT, effective as of March 3, 2008 (the “Effective Date”), is made by and between STEC, Inc., a California corporation, (the “Company”) and MARK MOSHAYEDI (the “Executive”), a resident of the State of California.

RECITALS

WHEREAS, the Executive currently serves as President, Chief Operating Officer, Chief Technical Officer and Secretary of the Company;

WHEREAS, the Board has determined that it is in the best interests of the Company and its shareholders to assure that the Company will have the continued dedication of the Executive, notwithstanding the possibility of his termination of employment with the Company or of a change in control of the Company;

WHEREAS, the Board wishes to diminish the distraction to the Executive and to encourage the Executive’s full attention and dedication to the Company currently and in the event of any threatened or pending change in control;

WHEREAS, the Board wishes to provide the Executive with compensation arrangements upon certain terminations of employment with the Company or a change in control which satisfy the expectations of the Executive and which are comparable to and competitive with those of other companies; and

WHEREAS, the Executive and the Company agree to terminate, nullify, and cancel the Simple Technology, Inc. Employment Agreement, dated March 20, 2000, and entered into between the Executive and the Company;

NOW, THEREFORE, in consideration of the mutual undertakings of the parties hereto, the Company and the Executive agree as follows:

Article I.

DEFINITIONS

1.1 “Accrued Annual Base Salary” means that portion of the Executive’s Annual Base Salary which is accrued but unpaid as of the Date of Termination.

1.2 “Affiliate” means any corporation or other entity which directly or through intervening entities owns more than thirty five percent (35%) of the combined power or value of all shares of stock of a corporation or more than thirty five percent (35%) of the capital and profits interest of an unincorporated entity, and any corporation or other entity so owned by an Affiliate.

1.3 “Annual Base Salary” means the annual base salary of the Executive in effect as of the date of his date of Termination of Employment, without regard to any salary reduction under any plan maintained by the Company under Code Sections 125 or 401(k), or any nonqualified deferred compensation plan maintained by the Company.

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1.4 “Board” means the Board of Directors of the Company.

1.5 “Cause” means:

(a) the Executive’s committing any felony or any other crime involving dishonesty;

(b) the Executive’s failure to perform reasonably assigned lawful duties or to comply with a lawful instruction of the Board;

(c) the Executive’s dishonesty, willful misconduct, or gross negligence in the performance of his duties for the Company;

(d) the Executive’s substantial or material failure or refusal to perform or comply with Company policies, procedures, or practices; or

(e) the Executive’s unauthorized use or disclosure of confidential information or trade secrets of the Company (or any parent or Subsidiary of the Company).

1.6 “Change in Control” means any of the following events provided that such event is, or with respect to an event described in Subsection (c) becomes, a “change in the ownership or effective control” of the Company or a “change in the ownership of a substantial portion of the assets” of the Company, in each case as defined in Treasury Regulation Section 1.409A-3(i)(5) or any successor provision thereto:

(a) any person (as such term is used in Rule 13d-5 of the Securities Exchange Act of 1934, as amended, (the “1934 Act”) or group (as such term is defined in Section 13(d) of the 1934 Act), other than a Subsidiary or any employee benefit plan (or any related trust) of the Company becomes the beneficial owner of at least fifty percent (50%) or more of the Common Stock of the Company or of securities of the Company that are entitled to vote generally in the election of directors of the Company (“Voting Securities”) representing fifty percent (50%) or more of the combined voting power of all Voting Securities of the Company;

(b) within a period of twelve (12) months or less, the individuals who, as of any date on or after the Effective Date, constitute the Board (the “Incumbent Directors”) cease for any reason to constitute at least seventy-five percent (75%) of the Board unless at the end of such period, seventy-five percent (75%) of individuals then constituting the Board are persons who are Incumbent Directors or were nominated upon the recommendation of seventy-five percent (75%) of the Incumbent Directors; or

(c) approval by the shareholders of the Company of either of the following:

(i) a merger, reorganization, or consolidation (“Merger”) with respect to which the individuals and entities who were the respective beneficial owners of Common Stock and Voting Securities of the Company immediately before such Merger do not, after such Merger, beneficially own, directly or indirectly, more than fifty

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percent (50%) of, respectively, the Common Stock and the combined voting power of the Voting Securities of the corporation resulting from such Merger in substantially the same proportion as their ownership immediately before such Merger, or

(ii) the sale or other disposition of all or substantially all of the assets of the Company.

Notwithstanding the foregoing, there shall not be a Change in Control if, in advance of such event, the Executive agrees in writing that such event shall not constitute a Change in Control. Also, notwithstanding the forgoing, there shall not be a Change in Control if an event that otherwise would be deemed a Change in Control is triggered, created, or in any way caused directly or indirectly wholly or in part, by any transaction (or a series of related transactions) between the Executive, Manouch Moshayedi (the Chief Executive Officer and Chairman of the Board of the Company) and Mike Moshayedi (the former President of the Company) and/or one or more of their lineal ascendants or descendents, spouses, and/or siblings; and/or any Person that directly or indirectly is controlled by, or is under common control with, or established for the benefit of, such Persons.

1.7 “Code” means the Internal Revenue Code of 1986, as amended from time to time, and any regulatory guidance promulgated thereunder. A reference to any specific Code section shall also be deemed to refer to any successor section thereto.

1.8 “Common Stock” means the common stock, par value $0.001, of the Company.

1.9 “Company” means STEC, Inc., a California corporation, and any of its successors.

1.10 “Contract Term” has the meaning specified in Section 3.1 of this Agreement.

1.11 “Date of Termination” means the date as of which the Executive’s employment with the Company or its Affiliate is terminated by the Company or its Affiliate, or by the Executive for any reason including, but not limited to, death or Disability.

1.12 “Disability” means either of the following events:

(a) The Executive is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months; or

(b) The Executive is, by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months, receiving income replacement benefits for a period of not less than three (3) months under an accident and health plan covering employees of the Company.

1.13 “Good Reason” means the occurrence of any one of the following events:

(a) any material breach of this Agreement by the Company including, but not limited to, the failure of the Company to comply with the provisions of Article IV;

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(b) the failure of the Company to assign this Agreement to a successor to the Company, or the failure of a successor to the Company to explicitly assume and agree to be bound by this Agreement;

(c) the Company’s requiring the Executive to be based at any office or location more than thirty (30) miles from the Company’s offices in Santa Ana, California, except for reasonably required travel which is not materially greater than such travel generally required of such Executive prior to the date of execution of this Agreement;

(d) a material reduction in duties inconsistent with the Executive’s position;

(e) the Board’s directive for the Executive to engage in unlawful conduct; or

(f) a material reduction in the Executive’s base salary.

Notwithstanding the foregoing, no act or omission by the Company shall constitute Good Reason as defined above unless the Executive gives the Company no more that ninety (90) days written notice from the initial existence or occurrence of any act or omission which constitutes Good Reason, and the Company fails to cure such act or omission within the succeeding thirty (30) day period following the receipt of such notice from the Executive.

1.14 “Monthly Base Salary” means the Executive’s Annual Base Salary in effect as of the Executive’s Date of Termination of employment, divided by twelve (12).

1.15 “Person” means any individual, sole proprietorship, partnership, joint venture, trust, unincorporated organization, association, corporation, institution, public benefit corporation, entity or government (whether federal, state, county, city, municipal, or otherwise, including, without limitation, any instrumentality, division, agency, body, or department thereof).

1.16 “Subsidiary” means, with respect to any Person, (a) any corporation or other entity of which an aggregate of more than fifty percent (50%) of the outstanding capital stock having ordinary voting power to elect a majority of the board of directors of such corporation (irrespective of whether, at the time, stock of any other class or classes of such corporation shall have or might have voting power by reason of the happening of any contingency) is at the time, directly or indirectly, owned legally or beneficially by such Person or one or more Subsidiaries of such Person and (b) any partnership in which such Person and/or one or more Subsidiaries of such Person shall have an interest (whether in the form of voting or participation in profits or capital contribution) of more than fifty percent (50%).

1.17 “Termination of Employment” means the first day on which the Executive is for any reason no longer employed by the Company or any of its Affiliates.

1.18 “Termination of Employment Without Cause” means a termination of the Executive’s employment by the Company or any of its Affiliates for any reason other than Cause (other than death or Disability).

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Article II.

CANCELLATION OF EMPLOYMENT AGREEMENT

2.1 Cancellation of Employment Agreement.

(a) Effective as of the Effective Date, the Executive and the Company hereby terminate, nullify, and cancel the Simple Technology, Inc., Employment Agreement, dated March 20, 2000, entered into between the Executive and the Company. All provisions of said Employment Agreement, including the arbitration provisions, are hereby null, void, and of no force or effect. The Executive agrees to timely enter into and execute any additional documents necessary or appropriate to effect the intent of this Article II.

(b) The Executive’s employment with the Company is “at will,” meaning that either the Executive or the Company may terminate the employment relationship at any time on notice to the other, with or without Cause, for any reason, no reason or Good Reason, and with no liability of either party to the other, except as expressly described in this Agreement or any other express agreement executed by both parties. This Agreement is not intended to, and shall not infer or imply any right on the part of the Executive to continue in the employ of the Company or any of its Affiliates. This Agreement is not intended in any way to limit the right of the Company to terminate the employment of the Executive.

Article III.

TERM OF AGREEMENT

3.1 Term of Agreement.

(a) This Agreement shall be effective for the period commencing on the Effective Date, and ending on the second (2^nd) anniversary of such date. The Company may, in its sole discretion and for any reason, provide written notice of termination (effective as of the then applicable expiration date) to the Executive no later than sixty (60) days prior to the expiration of this Agreement. If written notice is not timely so provided, this Agreement shall be automatically extended for an additional period of twelve (12) months from the expiration date. This Agreement shall continue to be automatically extended for an additional twelve (12) months at the end of such 12-month period and each succeeding 12-month period unless notice of termination of this Agreement is given in the manner prescribed in this Section (the initial term, and each such additional 12-month period, if any, constituting the “Contract Term”). No termination of this Agreement shall affect the Executive’s rights hereunder with respect to a Change in Control which has occurred prior to such termination.

(b) In the event of a Change in Control, Section 4.4 of this Agreement shall become applicable to the Executive. Section 4.4 shall continue to remain applicable to the Executive until the date which is eighteen (18) months following the date upon which the Change in Control occurs. Following such eighteen (18) month period, so long as the employment of the Executive has not been terminated on account of a termination as described in Section 4.4, this Agreement shall terminate and be of no further force or effect. If the Executive’s employment with the Company is terminated on account of a termination described in Section 4.4 on or

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before such date, this Agreement shall remain in effect until the Executive receives, in the entirety, the various payments and benefits to which the Executive has become entitled under the terms of this Agreement.

(c) If there is a Termination of Employment Without Cause, or a Termination of Employment by the Executive for Good Reason during the Contract Term, this Agreement shall remain in effect until the Executive receives, in the entirety, the various payments and benefits to which Executive has become entitled under the terms of this Agreement.

Article IV.

TERMINATION BENEFITS

4.1 Termination of Employment by the Company for Cause or by the Executive Other Than for Good Reason. If, before the end of the Contract Term, the Company terminates the Executive’s employment for Cause or the Executive terminates employment other than for Good Reason (other than for death or Disability), the Company shall pay to the Executive as soon as reasonably practicable after the Date of Termination an amount equal to the Executive’s Accrued Annual Base Salary. The Company may not terminate the Executive’s employment for Cause unless:

(a) no fewer than sixty (60) days prior to the Date of Termination, the Company provides the Executive with written notice of its intent to consider termination of the Executive’s employment for Cause, including a detailed description of the specific reasons which form the basis for such consideration (the “Notice of Consideration”);

(b) provided that “Cause” shall not constitute “Cause” unless the Executive is provided with said Notice of Consideration by the Board of such termination for Cause and fails to cure it within a reasonable period of time (not less than fifteen (15) nor more than thirty (30) days) after receipt of the Notice of Consideration, except that the Executive shall not be entitled to a Notice of Consideration and opportunity to cure if the Executive knew, or should have known, that the wrongful conduct would result in material harm to the Company;

(c) if, after providing Notice of Consideration, a majority of the Board (disallowing the vote of the Executive (if the Executive is a member of the Board) and any other members of the Board alleged to be involved in the events leading the Board to desire to terminate the Executive for Cause) so determines, the Board may immediately suspend the Executive, with or without pay, at the discretion of the majority of the Board, until a final determination pursuant to this Section 4.1 has been made (which suspension shall not constitute “Good Reason” for purposes of this Agreement);

(d) for a period ending thirty (30) days after the date Notice of Consideration is provided, the Executive shall have an opportunity to appear before the Board, with or without legal representation, at the Executive’s election, to present arguments on his own behalf;

(e) following the presentation to the Board as provided in Subsection (d) above, the Executive shall be terminated for Cause only if (i) a majority of the Board (disallowing the vote of the Executive (if the Executive is a member of the Board) and any other members of the Board alleged to be involved in the events leading the Board to terminate the Executive for

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Cause) determines that the actions of the Executive constituted Cause and that the Executive’s employment should accordingly be terminated for Cause and (ii) the Board provides the Executive with a written determination setting forth in full specificity the basis for such termination of employment which shall be consistent with the reasons set forth in the Notice of Consideration; and

(f) the Company shall provide the Executive with not less than thirty (30) days advance written notice of termination, including a statement of the Date of Termination and the specific detailed basis for such termination which shall be consistent with the reasons set forth in the Notice of Consideration; provided however

(g) notwithstanding the foregoing, nothing in this Section 4.1 shall prevent the Company from terminating the Executive immediately upon the Executive’s committing any of the acts set forth in Sections 1.5 (a), (c) or (e) herein, upon a determination by a majority of the Board (disallowing the vote of the Executive (if the Executive is a member of the Board) and any other members of the Board alleged to be involved in the events leading the Board to terminate the Executive for Cause) that the Executive should be immediately terminated for Cause pursuant to Sections 1.5 (a), (c) or (e).

4.2 Termination of Employment for Death or Disability. If, before the end of the Contract Term, the Executive’s employment terminates due to death or Disability, the Company shall pay as soon as reasonably practicable to the Executive, the beneficiaries designated in writing by the Executive, or the Executive’s estate, as the case may be, the Executive’s Accrued Annual Base Salary.

4.3 Termination of Employment by the Company without Cause or by the Executive for Good Reason. If there is a Termination of Employment by the Company without Cause or a Termination of Employment by the Executive for Good Reason, the Executive shall receive as soon as reasonably practicable after the Date of Termination in a lump-sum the Executive’s Accrued Annual Base Salary. Additionally, as soon as reasonably practicable after six (6) months and one (1) day following the Date of Termination, the Company shall pay the Executive, in a lump sum, an amount equal to eighteen (18) months of the Executive’s Monthly Base Salary.

The Executive shall also be entitled to a lump sum payment, in cash, equal in value to the sum of (a) eighteen (18) months of the Company’s automobile reimbursement policy, and (b) eighteen (18) months of premiums for any term life insurance policy maintained or paid for by the Company for the benefit of the Executive or the Executive’s designated beneficiaries. The value of the lump sum benefit payable pursuant hereto shall be based upon the value of such benefits to the Executive immediately prior to the Termination of Employment.

In addition to the foregoing benefits, Executive shall be entitled to participate, for eighteen (18) months following Termination of Employment, in the following employee benefit plans maintained by the Company to the extent the Executive is a participant in such employee benefit plans immediately preceding the Date of Termination: group medical insurance, and group dental insurance. The level of benefits in such plans shall be the level in effect for the Executive and his dependents at the Date of Termination. The COBRA continuation period for the Executive shall begin at the end of such eighteen (18) month period. These programs shall be continued at no cost to the Executive, except to the extent that federal, state or local tax law requires the inclusion of the value of such benefits in Executive’s income.

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The Executive’s entitlement to any termination benefits pursuant to this Section 4.3 are expressly conditioned upon the Executive’s execution of a General Release and Waiver as set forth in Section 6.7 (and as attached in form as “Exhibit A” hereto) prior to the Company’s obligation to provide payment of any amounts due or any benefits hereunder.

4.4 Termination upon a Change in Control. If within the Contract Term (a) there occurs a Change of Control and (b) within an eighteen (18) month period subsequent to the Change of Control the Company terminates the employment of the Executive without Cause (other than for death or Disability) or the Executive terminates his employment for Good Reason (other than for death or Disability), the Executive shall receive as soon as reasonably practicable after the Date of Termination in a lump sum the Executive’s Accrued Annual Base Salary. Additionally, as soon as reasonably practicable after six (6) months and one (1) day following the Termination of Employment, the Company shall pay the Executive, in a lump sum, an amount equal to eighteen (18) months of the Executive’s Monthly Base Salary.

The Executive shall also be entitled to a lump sum payment, in cash, equal in value to the sum of (a) eighteen (18) months of the Company’s automobile reimbursement policy, and (b) eighteen (18) months of premiums for any term life insurance policy maintained or paid for by the Company for the benefit of the Executive or the Executive’s designated beneficiaries. The value of the lump sum benefit payable pursuant hereto shall be based upon the value of such benefits to the Executive immediately prior to the Termination of Employment.

In addition to the foregoing benefits, Executive shall be entitled to participate, for eighteen (18) months following Termination of Employment, in the following employee benefit plans maintained by the Company to the extent the Executive is a participant in such employee benefit plans immediately preceding the Date of Termination: group medical insurance, and group dental insurance. The level of benefits in such plans shall be the level in effect for the Executive and his dependents at the Date of Termination. The COBRA continuation period for the Executive shall begin at the end of such eighteen (18) month period. These programs shall be continued at no cost to the Executive, except to the extent that federal, state or local tax law requires the inclusion of the value of such benefits in Executive’s income.

The Executive’s entitlement to any termination benefits pursuant to this Section 4.4 are expressly conditioned upon the Executive’s execution of a General Release and Waiver as set forth in Section 6.7 (and as attached in form as “Exhibit A” hereto) prior to the Company’s obligation to provide payment of any amounts due or any benefits hereunder.

4.5 Other Plans and Policies. The termination benefits described in Sections 4.1 through 4.4 are in lieu of any termination benefits that the Executive might otherwise be entitled to receive from the Company under any of the Company’s applicable severance pay policies; provided, however, to the extent the Executive participates in any annual bonus, long-term incentive, equity award, or similar plan or program, the Executive’s rights upon a Termination of Employment under such plans or programs shall be determined under the documents or agreements governing said plans or programs.

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Except as specified in the preceding paragraph, nothing in this Agreement shall prevent or limit the Executive’s continuing or future participation in any plan, program, policy or practice provided by the Company or any of its Affiliates and for which the Executive is eligible, nor shall anything herein limit or otherwise affect such rights as the Executive may have under any agreement entered into after the date hereof with the Company or any of its Affiliates. Subject to the foregoing, amounts which are vested benefits, or which the Executive is otherwise entitled to receive under any plan, policy, practice or program of, or agreement entered into after the date hereof with the Company or any of its Affiliates at or subsequent to the Date of Termination shall be payable in accordance with such plan, policy, practice, program or agreement, except as may be explicitly governed otherwise by this Agreement.

4.6 Code Section 409A.

(a) Notwithstanding anything to the contrary in this Article IV, to the extent required by Code Section 409A, payment to the Executive if he is a “specified employee” (as defined in Treasury Regulation Section 1.409A-1(i)) shall not be made before the date which is six (6) months and one (1) day after the date of the Executive’s separation from service (within the meaning of Code Section 409A(a)(2)(B)(i)) or, if earlier, the date of death of the Executive, except to the extent the payments are (i) made by reason of involuntary termination of employment by the Company without Cause or a termination of the Executive’s employment with the Company for Good Reason and (ii) do not exceed the Basic Severance Limitation.

(b) For purposes of this Section the “Basic Severance Limitation” means two (2) times the lesser of (i) the sum of the Executive’s annualized compensation based on the annual rate of pay for services provided to the Company for the taxable year of the Executive preceding the taxable year in which the Executive’s employment terminated (adjusted for any increase during that taxable year that was expected to continue indefinitely if the Executive had not incurred a termination of employment) or (ii) the maximum amount that may be taken into account under a qualified plan pursuant to Code Section 401(a)(17) for the year of the Executive’s termination of employment.

(c) If this Section 4.6 applies, then (i) any lump sum payment otherwise required (a “Required Lump Sum”) shall first be made when due up to the Basic Severance Limitation; (ii) any Required Lump Sum that exceeds the Basic Severance Limitation shall be paid in a single lump sum on the date that is six (6) months and one (1) day after the Date of Termination; (iii) any installment payments otherwise required (“Required Installments”) shall be paid in equal monthly installments during the six (6) month period up to an aggregate amount that (together with any Required Lump Sum paid during the six (6) month period) is not in excess of the Basic Severance Limitation, and (iv) the remaining amount of any Required Installments that would have been paid during the six (6) month period but for the application of the Basic Severance Limitation shall be paid (without interest) in a lump sum on the date that is six (6) months and one (1) day after the Date of Termination, and the remaining Required Installments shall be paid over the remainder of the applicable installment period.

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Article V.

CONTINGENT LIMITATION ON BENEFITS PAYABLE

5.1 General Rules.

(a) Notwithstanding any other provisions of this Agreement or any other agreement, plan, or arrangement (except as provided in the following paragraph of this Subsection (a)), if any payment or benefit received or to be received by the Executive (under the terms of this Agreement, or any other plan, arrangement, or agreement with the Company, or any other plan, arrangement, or agreement with any person whose actions result in a Change in Control or any person affiliated with the Company or any such person) (all such payments and benefits being hereinafter called “Total Payments”) would be subject (in whole or in part) to taxes imposed by Code Section 4999, the portion of the Total Payments payable under this Agreement shall be reduced as herein provided.

The Total Payments payable under this Agreement shall be reduced to the extent necessary so that no portion of the Total Payments shall be subject to the parachute excise tax (the “Excise Tax”) imposed by Code Section 4999 (after taking into account any reduction in the Total Payments provided by reason of Code Section 280G in any other plan, arrangement, or agreement) but only if the amount determined under Paragraph (1) below is greater than the amount determined under Paragraph (2) below.

(1) The amount determined hereunder shall be the net amount of such Total Payments, as so reduced (and after deduction of the net amount of Federal, state, and local income taxes on such reduced Total Payments computed at Executive’s highest marginal tax rates).

(2) The amount determined hereunder shall be:

(A) the net amount of such Total Payments, without reduction (but after deduction of the net amount of Federal, state, and local income taxes on such Total Payments computed at Executive’s highest marginal tax rates), further reduced by:

(B) the amount of Excise Tax to which the Executive would be subject in respect of such Total Payments.

Any reduction of the Total Payments, if required, shall be made under one of the two alternative methods described in Subjection (b) below. If a reduction in Total Payment is required for purposes of this Section 5.1 pursuant to the calculations hereunder, Total Payments shall not include any amounts considered a “parachute payment” under Code Section 280G as such determination is made by a national accounting firm or a national law firm, either of which accounting firm or law firm shall be selected by, retained by and perform said services at the expense of the Company.

(b) If the Total Payments all become payable at approximately the same time.

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(1) Executive’s Monthly Base Salary shall first be reduced (if necessary, to zero);

(2) Executive’s participation in Company employee benefit plans shall next be reduced (if necessary, to zero);

(3) any other portions of the Total Payments shall next be reduced (if necessary, to zero); and

(4) the acceleration of vesting of awards under any equity award plans, annual incentive plans, deferred compensation or similar nonqualified executive compensation arrangements shall be reduced as necessary.

If the Total Payments do not become due and payable at approximately the same time, the respective Total Payments shall be paid in full in the order in which they become payable, until any portion thereof would be subject to reduction as set forth herein, and such portion (and any subsequent portions) of the Total Payments shall be reduced to zero. In such event, the Company shall make every reasonable effort to make such payments in the order (if possible) that results in the most favorable tax treatment and economic result for Executive.

(c) For purposes of determining whether and the extent to which the Total Payments would be subject to the Excise Tax.

(1) no portion of the Total Payments the receipt or enjoyment of which the Executive shall have effectively waived in writing prior to the Date of Termination shall be taken into account;

(2) no portion of the Total Payments shall be taken into account which in the determination of the aforementioned national accounting firm or national law firm selected by the Company to make such determination does not constitute a “parachute payment” within the meaning of Code Section 280G(b) (2), including by reason of Code Section 280G(b) (4) (A);

(3) in calculating the Excise Tax, the payments shall be reduced only the extent necessary so that the Total Payments in their entirety constitute reasonable compensation for services actually rendered within the meaning of Code Section 280G(b) (4) or otherwise not subject to disallowance as deductions because of Code Section 280G, in the determination of such national accounting firm or national law firm; and

(4) the value of any non-cash benefit or any deferred payment or benefit included in the Total Payments shall be determined by a national accounting firm or national law firm as selected by the Company, in accordance with the principles of Code Section 280G(d) (3) and (4).

The Company shall provide the Executive with the calculation of the foregoing amounts and any supporting materials as are reasonably necessary for the Executive to evaluate the calculations, however the findings of such national accounting firm or national law firm shall be binding upon the Executive and the Company.

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Article VI.

MISCELLANEOUS

6.1 No Mitigation. In no event shall the Executive be obligated to seek other employment or take any other action by way of mitigation of the amounts payable to the Executive under any of the provisions of this Agreement, nor shall the amount of any payment hereunder be reduced, except as otherwise specifically provided herein, by any compensation earned by the Executive as result of employment by another employer.

6.2 Enforcement.

(a) If the Executive incurs legal or other fees and expenses in an effort to establish entitlement to payments and benefits rightfully owing under this Agreement, the Company shall reimburse the Executive for such fees and expenses in the event the Executive is the prevailing party in any civil action or arbitration, or in the event the Company and the Board otherwise determine the Executive is entitled to such payments or benefits, and actually provides said payments or benefits to the Executive.

(b) If Executive does not prevail (after exhaustion of all available judicial remedies), and a court of competent jurisdiction determines that the Executive had no reasonable basis for bringing an action hereunder or there was an absence of good faith for bringing an action hereunder, no reimbursement for legal fees or other expenses shall be due to the Executive and Executive shall refund to the Company any amounts previously paid hereunder (if any) with respect to such action.

6.3 Assignment, Successors. The Company may freely assign its respective rights and obligations under this Agreement to a successor of the Company’s business, without the prior written consent of the Executive. This Agreement shall be binding upon and inure to the benefit of the Executive and the Executive’s estate and the Company and any assignee of or successor to the Company.

6.4 Nonalienation of Benefits. Benefits payable under this Agreement shall not be subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, charge, garnishment, execution or levy of any kind, either voluntary or involuntary, prior to actually being received by the Executive, and any such attempt to dispose of any right to benefits payable hereunder shall be void.

6.5 Severability. If all or any part of this Agreement is declared by any court or governmental authority to be unlawful or invalid, such unlawfulness or invalidity shall not serve to invalidate any portion of this Agreement not declared to be unlawful or invalid. Any paragraph or part of a paragraph so declared to be unlawful or invalid shall, if possible, be construed in a manner which will give effect to the terms of such paragraph or part of a paragraph to the fullest extent possible while remaining lawful and valid.

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6.6 Amendment and Waiver. This Agreement shall not be altered, amended, extended or modified except by written instrument executed by the Company and the Executive. A waiver of any term, covenant, agreement, or condition contained in this Agreement shall not be deemed a waiver of any other term, covenant, agreement, or condition, and any waiver of any default in any such term, covenant, agreement, or condition shall not be deemed a waiver of any later default thereof or of any other term, covenant, agreement or condition.

6.7 General Waiver and Release. In exchange for the promises and covenants set forth herein, and in consideration thereof, if the Executive’s employment with the Company is terminated pursuant to Section 4.3 or 4.4 of this Agreement, then upon the Executive furnishing the Company with an executed general release and waiver of claims (which shall be substantially in the form attached hereto as “Exhibit A”) (“General Release and Waiver”), the Executive shall be entitled to the termination benefits as specified in the applicable Section.

6.8 Notices. All notices and other communications hereunder shall be in writing and shall be only effective when actually delivered on a business day during business hours only by one of the following methods: (a) by hand, or (b) by first class registered or certified mail, return receipt requested, postage prepaid, or by a national overnight commercial messenger service such as, but not limited to FedEx, UPS or DHL, addressed as follows:

If to the Company: STEC, Inc. 3001 Daimler Street Santa Ana, California 92705-5812 Attn: Legal Department

If to the Executive, such notices and communications shall be sent to the last known home address for the Executive on file with the Company.

Either party may from time to time designate a new address by notice given in accordance with this Section. Notwithstanding the manner of delivery, whether or not in compliance with the foregoing provisions, notices and communications shall be effective when actually received by the addressee.

6.9 Withholding. The Company may withhold from any amounts payable under this Agreement such federal, state or local taxes as the Company determines are required to be withheld pursuant to any applicable law or regulation.

6.10 Counterpart Originals. This Agreement may be executed in several counterparts, each of which shall be deemed to be an original but all of which together will constitute one and the same instrument.

6.11 Entire Agreement. This Agreement forms the entire agreement between the parties hereto with respect to any severance payment and with respect to the subject matter contained in the Agreement.

6.12 Effect on Other Agreements. This Agreement shall supersede all prior agreements, promises and representations regarding severance or other payments contingent upon termination of employment, whether in writing or otherwise.

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6.13 Applicable Law. The provisions of this Agreement shall be interpreted and construed in accordance with the laws of the State of California, without regard to its choice of law principles.

6.14 Survival of Executive’s Rights. All of the Executive’s rights hereunder, including but not limited to his rights to compensation and benefits, and his obligations under this Agreement, shall survive the termination of the Executive’s employment and/or the termination of this Agreement.

6.15 Voluntary Agreement. The Executive acknowledges and represents that he (i) has read this Agreement; (ii) is hereby advised in writing to consult with legal counsel prior to executing this Agreement and has had the opportunity to do so; (iii) understands the legal and binding nature of this Agreement; and (iv) is acting voluntarily and with full knowledge of his actions in executing this Agreement.

[The remainder of this page intentionally left blank.]

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IN WITNESS WHEREOF, the parties have executed this Agreement effective as of the date first above written.

STEC, INC.
By:	/s/ Dan Moses
Name:	Dan Moses
Title:	Executive Vice President and Chief Financial Officer
EXECUTIVE
/s/ Mark Moshayedi
MARK MOSHAYEDI

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EXHIBIT A

GENERAL RELEASE AND WAIVER

This General Release and Waiver (“Release”), dated as of                     , 20     (“Effective Date”), is made and entered into by and between [Releasing Party] and his heirs, representatives, successors, assigns, executors, and administrators (hereinafter “Executive”), on the one hand, and STEC, Inc., and its current or former owners, partners, officials, directors, officers, shareholders, affiliates, agents, employee benefit plans, representatives, servants, employees, attorneys, subsidiaries, parents, divisions, branches, units, affiliated organizations, successors, predecessors, contractors, assigns, and all persons acting by, through, under, or in concert with them, past or present (hereinafter collectively referred to as “Company”). The term “Parties” or “Party” as used herein shall refer to Executive on the one hand, and those entities and individuals collectively referred to as Company on the other hand. The term “third Party” refers to any other entity or individual, who is not referred to as a Party.

RECITALS

Executive was employed as the [Position] of the Company. Executive terminated employment as the [Position] of the Company effective on or about [Date].

Executive and Company desire to resolve any and all claims, actual or potential, which may exist between them and thereby avoid the expense and uncertainty of litigation.

NOW, THEREFORE, for good and valuable consideration, receipt of which is hereby acknowledged, and in order to resolve and settle finally, fully, and completely all matters or disputes that now or may exist between them, and in consideration of the mutual covenants and conditions set forth below, IT IS AGREED AS FOLLOWS:

1. Executive Release. Executive, in exchange for the promises contained in this Release, on behalf of himself, his heirs, representatives, successors, and assigns, hereby irrevocably and unconditionally waives, releases, and forever discharges Company or any of its current or former owners, partners, officials, directors, officers, shareholders, affiliates, employee benefit plans, representatives, servants, employees, agents, attorneys, subsidiaries, parents, divisions, branches, units, affiliated organizations, successors, predecessors, assigns, and all persons acting by, through, under or in concert with them, either past or present (collectively “Released Party or Parties”), and each and all of them, from any and all charges, complaints, lawsuits, claims, liabilities, obligations, promises, agreements, controversies, injuries, damages, actions, causes of action, suits, rights, demands, judgments, claims for relief, indebtedness, costs, losses, debts and expenses (including attorney’s fees and costs actually incurred), of any nature whatsoever, whether in law or in equity, KNOWN OR UNKNOWN, suspected or unsuspected, actual or potential, which he now has, owns, or holds, or claims to have, own, or hold against each or any of the Released Parties, including without limitation, any claims which arose prior to the date of execution of this Release, whether or not relating to the employment relationship between Executive and Company or to the cessation of that employment relationship.

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Without limiting the above, Executive agrees to waive, release, and forever discharge, and agrees that he will not in any manner institute, prosecute, or pursue, any and all complaints, claims, charges, claims for relief, demands, suits, actions, or causes of action, whether in law or equity, KNOWN OR UNKNOWN, actual or potential, which he either asserts or could assert, at common law or under any statute, rule, regulation, order, or law, whether federal, state, or local, or on any grounds whatsoever, including without limitation, any state or federal age, sex, race, color, national origin, marital status, religion, physical disability, mental condition, or mental disability discrimination laws, including, but not limited to, the United States Constitution, the California Constitution, the California Fair Employment and Housing Act (California Government Code § 12940 et seq.), the California Family Rights Act (California Government Code § 12945.2, 19702.3 et seq.), California Government Code §11135, the Unruh and George Civil Rights Acts (California Civil Code §51 et seq.), the California Labor Code, including, but not limited to California Labor Code §201, et seq., and all provisions of California Labor Code §132a, Title VII of the Civil Rights Act of 1964, the Equal Pay Act, the Rehabilitation Act of 1973, the Family and Medical Leave Act , the Employee Retirement Income Security Act of 1974, also known as “ERISA”, and/or Sections 1981, 1983, 1985, 1986 or 1988 of Title 42 of the United States Code (42 U.S.C. §1981 et seq.), the Americans with Disabilities Act , the Age Discrimination in Employment Act, as amended, the Older Workers Benefit Protection Act, claims of retaliation, claims of “Whistle-blowing,” claims under the Uniformed Services Employment and Re-Employment Rights Act (“USERRA,” 38 U.S.C. § 4301 et seq.), claims under California Military and Veterans Code (Cal. Mil. & Vet. Code § 389 et seq.), claims for the payment of severance pay, sick leave, pension rights, stock options, benefits, vacation pay, holiday pay, life insurance, fringe benefits, disability, commissions, bonuses, profit sharing, expenses, penalties, claims for breach of any type of contract, including written, oral or implied contracts, breach of any covenant, promise, or representation pertaining to Executive’s employment, whether express or implied, claims for constructive termination, wrongful termination, negligent hiring, retention, supervision, investigation, negligent or intentional infliction of emotional distress, common counts, statutory violation (failure to pay wages and compensation—Labor Code §201, et seq.), sexual harassment, discrimination, assault, battery, interference with prospective economic advantage, fraud, deceit and/or misrepresentation of any kind, libel, slander, defamation (whether based upon common law or statute), claims of unfair/unlawful employment or business practices arising under any of the statutes referenced above, under Business and Professions Code §17200 et seq., under the Consumer Legal Remedies Act under Civil Code §1750 et seq., and/or any other claims arising under any other state or federal provision, act, ordinance, Constitution, law, common law, or arising, under any contract or agreement, against any Released Party with respect to any event, matter, claim, damage, or injury arising out of or relating to the employment of Executive and/or the cessation of such employment and ANY OTHER CLAIM OF ANY TYPE WHATSOEVER, WHETHER SUCH CLAIM IS KNOWN OR UNKNOWN TO EXECUTIVE AND/OR HIS REPRESENTATIVES AND ATTORNEYS (collectively “Executive Released Claims”). Executive Released Claims shall include only those claims (whether known or unknown) which have arisen prior to the execution of this Release.

By executing this Agreement Executive is acknowledging that as of the time of the execution of this Agreement, he has been paid for all hours worked, that he has not suffered any on-the-job injury for which he has not already filed a claim and that Executive has received all benefits to which he is entitled at the time of the execution of this Agreement, but for any payments or benefits to which the Executive will become entitled pursuant to the execution of this Agreement so long as this Agreement is not revoked by the Executive pursuant to Section 8 (c) herein.

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Executive agrees to indemnify and hold harmless the Released Parties against any loss or liability, whatsoever, including reasonable attorneys’ fees and costs, caused by any action or proceeding, in any state or federal courts or administrative processes, which is brought by Executive and his successors in interest if such action arises out of, is based upon, or is related in any way to any claim, demand, or cause of action released herein.

2. Section 1542 Waiver. Executive understands and agrees that the Executive Released Claims include not only claims presently known to Executive, but also include all unknown or unanticipated claims, rights, demands, actions, obligations, liabilities, and causes of action of every kind and character that would otherwise come within the scope of the Executive Released Claims as described in the preceding Section 1. Executive understands that he may hereafter discover facts different from what he now believes to be true, which if known, could have materially affected this Release, but nevertheless waives any claims or rights based on different or additional facts. Executive knowingly and voluntarily waives any and all rights or benefits that he may now have, or in the future may have, under the terms of Section 1542 of the California Civil Code, which provides as follows:

A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HER OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HER SETTLEMENT WITH THE DEBTOR.

3. Confidentiality. The Parties understand and agree that this Release and each of its terms, and the negotiations surrounding it, are confidential and shall not be disclosed by Executive to any entity or person, for any reason, at any time, without the prior written consent of Company or as required by law. Notwithstanding the foregoing, Executive may disclose the terms of this Release to his immediate family members, spouse, and to legal, financial, and tax advisors.

4. Liens and Claims for Reimbursement. Executive represents that there are no outstanding liens, obligations, or claims for reimbursement in this matter, including, but not limited to, medical or legal liens, or claims for reimbursement by any person or entity that has provided Executive with any services or benefits arising out of the employment relationship between Executive and Company. Executive further represents that there are no outstanding liens, obligations, or claims for reimbursement pertaining to any benefits that were received by Executive from any public or governmental agency, whether said benefits were provided by a federal, state, or local entity or authority, pertaining to the employment relationship between Executive and Company. To the extent that there are any liens, obligations, or claims for reimbursement of any kind, Executive hereby covenants to settle, satisfy or otherwise extinguish all such liens, obligations, or claims for reimbursement, and further agrees to defend, indemnify, and hold harmless Company, its attorneys, and representatives, in any proceeding arising out of any clam by any person or entity claiming to have any such lien, obligation, or claim for reimbursement.

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5. Notices. Any notice or other communication under this Release must be in writing and shall be effective upon delivery by hand, or three (3) business days after deposit in the United States mail, postage prepaid, certified or registered, and addressed to Company at its usual business address, or to Executive at his most recent home address as shown in the records of the Company.

6. Amendments; Waivers. This Release may not be amended except by an instrument in writing, signed by each of the Parties. No failure to exercise and no delay in exercising any right, remedy, or power under this Release shall operate as a waiver thereof, nor shall any single or partial exercise of any right, remedy, or power under this Release preclude any other or further exercise thereof, or the exercise of any other right, remedy, or power provided herein or by law or in equity.

7. Assignment; Successors and Assigns. Executive agrees not to assign, sell, transfer, delegate, or otherwise dispose of, whether voluntarily or involuntarily, or by operation of law, any rights or obligations under this Release. Any such purported assignment, transfer, or delegation shall be null and void. Executive represents that he has not previously assigned or transferred any claims or rights released pursuant to this Release. Subject to the foregoing, this Release shall be binding upon and shall inure to the benefit of the Parties and their respective heirs, successors, attorneys, and permitted assigns. This Release shall also inure to the benefit of any Released Party. This Release shall not benefit any other person or entity except as specifically enumerated in this Release.

8. Older Workers Benefit Protection Act of 1990. Executive understands and agrees that, by entering into this Release, (i) he is waiving any rights or claims he might have under the Age Discrimination in Employment Act, as amended by the Older Workers Benefit Protection Act of 1990 (“Act”); and (ii) he has received consideration beyond that to which he was previously entitled. In accordance with the Act, Executive should be aware of the following:

a. Executive has the right to consult with an attorney before signing this Release;

b. Executive has twenty-one (21) days to consider this Release; and

c. Executive has seven (7) days after signing this Release to revoke this Release, and this Release will not be effective until said seven (7) day revocation period has expired.

9. Severability. If any provision of this Release, or its application to any person, place, or circumstance, is held by an arbitrator or a court of competent jurisdiction to be invalid, unenforceable, or void, such provision shall be enforced to the greatest extent permitted by law, and the remainder of this Release and such provision as applied to other persons, places, and circumstances shall remain in full force and effect.

10. Attorneys’ Fees. In any legal action, arbitration, or other proceeding brought to enforce or interpret the terms of this Release, the prevailing Party shall be entitled to recover reasonable attorneys’ fees and costs.

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11. Governing Law. This Release shall be governed by and construed in accordance with the laws of the State of California, without regards to its principles of conflicts of law.

12. Interpretation. This Release shall be construed as a whole, according to its fair meaning, and not in favor of or against any Party. By way of example and not in limitation, this Release shall not be construed in favor of any Party receiving a benefit nor against any Party responsible for any particular language in this Release. Captions are used for reference purposes only and should be ignored in the interpretation of this Release.

13. Integration. Executive understands and agrees that the preceding Sections and the Executive’s Severance Agreement and General Release (“Severance Agreement”) to which this Release is attached recite the sole consideration for this Release; that no representation or promise has been made by Company, or any other Released Party concerning the subject matter of this Release, except as expressly set forth in this Release and the Severance Agreement; and that all agreements and understandings between the Parties concerning the subject matter of this Release are embodied and expressed in this Release. This Release and the Severance Agreement shall supersede all prior or contemporaneous agreements and understandings among Executive, Company and any other Released Party, whether written or oral, express or implied, with respect to the employment, termination and benefits of Executive, including without limitation, any employment-related agreement or benefit plan, except to the extent that the provisions of any such agreement or plan have been expressly referred to in this Release or the Severance Agreement as having continued effect.

PLEASE READ CAREFULLY. THIS GENERAL RELEASE AND WAIVER INCLUDES A RELEASE OF ALL KNOWN AND UNKNOWN CLAIMS.

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I expressly acknowledge that I enter into this Release knowingly and voluntarily, without any coercion or duress, and that I have had an adequate opportunity to review this Release and to consult my attorney regarding it to the extent I wish to do so. I understand the contents of this Release, and I agree to all of its terms and conditions.

Acknowledgment of receipt by Executive on this          day of                     , 20    .

[Releasing Party]

Executed at                             , California, this      day of             , 20    .

[Releasing Party]

Executed at                             , California, this      day of             , 20    .

STEC, Inc.

By:

Name:

Title:

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