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

June 3, 2002
Date of Report (Date of earliest event reported)

EXABYTE CORPORATION
(Exact name of registrant as specified in its charter)

Delaware	0-18033	84-0988566
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

1685 38th Street
Boulder, Colorado 80301
(Address of principal executive offices)

(303) 442-4333
Registrant's telephone number, including area code

INFORMATION TO BE INCLUDED IN THE REPORT

Item 5. Other Events

President and CEO

Exabyte Corporation has appointed Tom Ward as the new President and Chief Executive Officer and a director of Exabyte. Concurrently, the Interim President and Chief Executive Officer, Juan A. Rodriguez, has been appointed Chairman of the Board and Chief Technologist. A press release regarding this appointment is attached as an exhibit. These appointments were effective June 3, 2002.

Stock Options

As an inducement to have Tom Ward in the above-mentioned roles, we agreed to grant stock options to Mr. Ward pursuant to a Nonstatutory Stock Option Agreement, dated June 3, 2002 between Exabyte and Mr. Ward (the "Plan"). The board believes that this inducement and the employment of Mr. Ward are in the best interests of Exabyte. The Plan is independent of our existing Stock Option Plan and is subject to stockholder approval. The terms of the Plan have been approved by our Compensation Committee.

Under, the Plan, subject to stockholder approval, as of the commencement of Mr. Ward's employment with us, he was granted an option to purchase 3,000,000 shares of our common stock. The option has an exercise price equal to the common stock's closing price on the Nasdaq National Market on the date of the stockholder approval of the Plan. This option grant contains our normal vesting terms, providing for vesting during Mr. Ward's employment at the rate of 2% per month, except that any remaining unvested options will be deemed to be fully vested as of December 30, 2005.

Also, in accordance with the Plan, subject to stockholder approval, Mr. Ward received an additional option to purchase 4,000,000 common shares with a vesting schedule which accelerates based upon the market price for our common stock. The additional option was granted with an exercise price equal to the common stock's closing price on the Nasdaq National Market on the date of the stockholder approval of the Plan. This option will vest as follows:

          --     All shares will be deemed to be fully vested as of June 5, 2007, provided that Mr.
                  Ward is employed as the President and Chief Executive Officer of Exabyte at such
                  time.

          --     Mr. Ward will qualify for an accelerated vesting schedule (for such additional
                  options) as follows, provided he is employed as the President and Chief Executive
                  Officer of Exabyte at the time of any such acceleration event:

                    -   1,000,000 shares at such time as our stock price closes at or above $2.00 for 30
                         consecutive trading days;

                    -   1,000,000 shares at such time as our stock price closes at or above $4.00 for 30
                         consecutive trading days;

                    -   1,000,000 shares at such time as our stock price closes at or above $5.00 for 30
                         consecutive trading days; and

                    -   1,000,000 shares at such time as our stock price closes at or above $6.00 for 30
                         consecutive trading days.

All stock prices and option strike prices will be appropriately adjusted for stock splits, a stock dividend, a merger or similar events. Unless terminated earlier as provided in the Plan, Mr. Ward's option to purchase common stock pursuant to the Plan will expire on June 2, 2012. This option under the Plan will terminate 90 days after termination of employment with Exabyte for any reason except in limited circumstances including disability or death, in which case the term of the options continues for an additional period of time. Mr. Ward's employment with Exabyte may be terminated by Exabyte or him at any time for any reason.

Series I Purchase

In conjunction with his appointment as President and Chief Executive Officer, Mr. Ward entered into an agreement to purchase 1,200,000 shares of Exabyte's Series I preferred stock for $1.00 per share as a new party to the Series I Preferred Stock Purchase Agreement dated as of May 17, 2002. Exabyte has previously announced the first closing under the Purchase Agreement. Mr. Ward will be one of the purchasers of Series I preferred in a second closing under the Purchase Agreement, which closing is subject to stockholder approval. Mr. Ward's agreement to purchase Series I preferred is subject to obtaining the approval of other purchasers of the Series I preferred.

The employment agreement with Mr. Ward, his agreement to invest in Series I preferred and the Plan are exhibits to this report. The above summary descriptions of these documents are qualified in their entirety by reference to the documents.

SEC MATTERS

In connection with the transactions described above, Exabyte will be filing a proxy statement with the Securities and Exchange Commission. Stockholders of Exabyte are urged to read the proxy statement when it becomes available because it will contain important information regarding these transactions. Investors and shareholders may obtain a free copy of the proxy statement when it becomes available at the SEC's website at www.sec.gov or at Exabyte's website at www.Exabyte.com.

Exabyte, its Board of Directors, executive officers and employees, and certain other persons, may be deemed to be participants in the solicitation of proxies of Exabyte stockholders to approve the Plan and the sale of Series I preferred under the Series I Preferred Stock Purchase Agreement. These individuals may have interests in the Series I preferred transactions, including as a result of acquiring or agreeing to acquire Series I preferred or holding options or other shares of Exabyte. Mr. Ward also has an interest in the Plan because it is for his benefit. Information concerning these individuals and their interests in the transactions and the participants in the solicitation will be contained in the proxy statement to be filed with the Securities and Exchange Commission in connection with these transactions.

Exabyte's Series I preferred has not been registered under the Securities Act of 1933 and may not be offered or sold in the United States unless registered under such act or eligible for an exemption from registration.

Item 7. Financial Statements and Exhibits

The following exhibits are filed herewith:

10.1	Employment letter agreement, dated May 30, 2002, between Exabyte and Mr. Ward.
10.2	Investment letter agreement, dated May 30, 2002, between Exabyte and Mr. Ward, with approval of other Series I preferred purchasers to be obtained.
10.3	Exabyte Corporation Non-Statutory Stock Option Agreement, dated June 3, 2002 between Exabyte and Mr. Ward.
99.1	Press Release dated May 31, 2002

SIGNATURES

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 hereto duly authorized.

			EXABYTE CORPORATION
			(Registrant)
Date	June 5, 2002	By	/s/ Stephen F. Smith
			Stephen F. Smith
			Vice President, General Counsel & Secretary

EXHIBIT INDEX

10.1	Employment letter agreement, dated May 30, 2002, between Exabyte and Mr. Ward.
10.2	Investment letter agreement, dated May 30, 2002, between Exabyte and Mr. Ward, with approval of other Series I preferred purchasers to be obtained.
10.3	Exabyte Corporation Non-Statutory Stock Option Agreement, dated June 3, 2002 between Exabyte and Mr. Ward.
99.1	Press Release dated May 31, 2002

EX-10

May 30, 2002

Tom Ward
2300 75^th Street
Boulder, Colorado 80301

Dear Tom:

Exabyte Corporation (the "Company") is pleased to offer you a position as its President and Chief Executive Officer, on the terms and conditions set forth below, which terms and conditions are subject to and contingent upon final approval by the Company's Board of Directors.

Arrangements have been made for you to join the Company on June 3, 2002. In addition to approval by the Board of Directors, this offer of employment is conditioned upon your execution of all new hire Company forms.

1.     Duties and Responsibilities

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

You shall be appointed by the Board of Directors to fill an existing vacancy on the Board and thereafter shall be nominated by the Board of Directors as a candidate for shareholder approval for so long as you hold the position of President and Chief Executive Officer.

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

2.     Compensation.

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

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

     (c)   Stock Options. Upon commencement of employment, you will be granted options to purchase 3,000,000 shares of the Company's common stock. The options will be granted with an exercise price equal to the common stock's fair market value as of the close on the date of the stockholder approval of the option grant. This option grant shall be made in accordance with the Company's normal terms, providing for vesting during your employment at the rate of 2% per month, except that any remaining unvested options shall be deemed to be fully vested as of December 30, 2005.

In addition, you will receive an option grant for 4,000,000 shares. These additional options will be granted with an exercise price equal to the common stock's fair market value as of the close on the date of the stockholder approval of the option, and will be subject to the terms and conditions of your option grant agreement. The options will vest as follows:

          --     All shares shall be deemed to be fully vested as of June 5, 2007, provided
                  that you are employed as the President and Chief Executive Officer of the
                  Company at such time.

          --     You will qualify for an accelerated vesting schedule (for such additional
                  options) as follows, provided you are employed as the President and Chief
                  Executive Officer of the Company at the time of any such acceleration
                  event:

                    -   1,000,000 shares at such time as the Company's stock price closes at or
                         above $2.00 for 30 consecutive trading days;

                    -   1,000,000 shares at such time as the Company's stock price closes at or
                         above $4.00 for 30 consecutive trading days;

                    -   1,000,000 shares at such time as the Company's stock price closes at or
                         above $5.00 for 30 consecutive trading days; and

                    -   1,000,000 shares at such time as the Company's stock price closes at or
                         above $6.00 for 30 consecutive trading days.

All stock prices and option strike prices shall be appropriately adjusted for stock splits. Your stock option agreement(s) will control all of the terms of this award. The grant of all options shall be subject to shareholder approval.

3.     Benefits.

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

4.     Vacation.

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

5.     Participation in Series I.

You agree to purchase $1,200,000 of the Company's Series I Convertible Preferred Stock on or before June 3, 2002.

6.     Miscellaneous.

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

We hope that you will give this offer of employment every consideration. We look forward to having you join the Company!

Sincerely,

/s/ A. Laurence Jones
A. Laurence Jones
Chairman of the Board
Exabyte Corporation

Accepted: /s/ Tom Ward Date: May 30, 2002

EX-10

May 30, 2002

Exabyte Corporation
1685 38^th Street
Boulder, CO 80301

     Re:     Investment in Exabyte's Series I Preferred Stock

Ladies and Gentlemen:

This Letter shall confirm my agreement to purchase from you, and your agreement to sell to me, 1,200,000 shares of Exabyte's Series I Preferred Stock (the "Series I Preferred") for $1.00 per share with the same rights and subject to the same terms and conditions agreed to by the Purchasers under that certain Series I Preferred Stock Purchase Agreement, dated as of May 17, 2002, by and among Exabyte Corporation and certain Purchasers listed on Schedule A thereto (the "Agreement"). Capitalized terms used herein and not defined herein shall have the meanings set forth in the Agreement.

In addition, this Letter and my obligation to purchase Series I Preferred shall become null and ineffective if prior to the Subsequent Closing Exabyte terminates me as President and Chief Executive Officer of Exabyte. This Letter and your and my obligations are subject to approval of this Letter as provided below by each of the Purchasers of Series I Preferred under the Agreement.

You and I agree that I am an additional Purchaser under the Agreement. I agree to be bound by and subject to the terms, conditions, obligations and other agreements as a Purchaser under the Agreement. In addition, I have read and understand the representations and warranties of the Purchasers in the Agreement, and I hereby represent and warrant to you that each of such representations and warranties is true as of the date of this letter with respect to me and my investment in the Series I Preferred.

You agree to sell to me the 1,200,000 shares of Series I Preferred for $1,200,000 in accordance with the terms, conditions, obligations and other agreements applicable to you under the Agreement as if I were an original signatory to the Agreement. I will purchase and you will sell to me all such shares at the Subsequent Closing.

Very truly yours,

	/s/ Tom Ward
Name:	Tom Ward
Address:	2300 75th St.
	Boulder, CO 80301

Agreed and accepted:

EXABYTE CORPORATION

/s/ Craig G. Lamborn

By: Craig G. Lamborn

Its: V.P. of Finance

Approval by Purchasers

 The undersigned hereby:

     --     approve of the addition of Tom Ward to the Agreement as provided above; and

     --     agree that Tom Ward shall have all the rights and obligations applicable to a Purchaser, as the
             same are set forth in the Agreement.

ACCEPTED AND APPROVED:

State of Wisconsin Investment Board

By:
Name:
Title:
Address:
	121 East Wilson Street
	Madison, WI 53702
	Facsimile: (608) 266-2436

Meritage Private Equity Fund, L.P.
Meritage Private Equity Parallel Fund, L.P
Meritage Entrepreneurs Fund, l.p.

By Meritage Investment Partners, LLC
General Partner

By:
Name:
Title:
Address:
	1600 Wynkoop Street, Suite 300
	Denver, Colorado 80202
	Facsimile: (303) 352-2050

Crestview Capital Fund, LP
Crestview Capital Fund II, LP
Crestview Capital Offshore Fund, Inc.

By  Kingsport Capital Partners, LLC
General Partner

By:
Name:
Title:
Address:
	95 Revere Drive
	Northbrook, Illinois
	Facsimile: (847) 559 5807

Valley Ventures II, L.P.

By VV II Management, L.L.C.
General Partner

By:
Name:
Title:
Address:
	6720 N. Scottsdale Road, Suite 280
	Scottsdale, Arizona 85253
	Facsimile: (480) 661 6262

Millennial Holdings LLC
The Millennial Fund
Tankersley Family Limited Partnership

By G. Jackson Tankersley, Jr.

By:
Name:
Title:
Address:
	1600 Wynkoop Suite 300
	Denver, CO 80202
	Facsimile: (303) 352 2050

Hexagon Investments LLC
Grandhaven LLC
Legacy Enterprises LLC
Labyrinth Enterprises LLC

By: Hexagon Investments, Inc.
Manager

By:
Name:
Title:
Address:
	Larimer Square
	1407 Larimer Street, Suite 300
	Denver, CO 80202
	Facsimile: (303) 571 1221

Allen Builder

By:
Name:
Title:
Address:
	Builder Investment Group, Inc
	5 Piedmont Center, Suite 700
	Atlanta, GA 30305
	Facsimile: (404) 237 3168

Mark Rossi

By:
Name:
Title:
Address:
	717 Fifth Avenue, Suite 1100
	New York, NY 10022
	Facsimile: (212) 826 6798

The Sama Partnership

By Alicia Sama Rodriguez
General Partner

By:
Name:
Title:
Address:
	2100 Gulf Boulevard, #1201
	South Padre Island, TX 78597
	Facsimile: (303) 417 7142

EX-10

EXABYTE CORPORATION
NONSTATUTORY STOCK OPTION
AGREEMENT

Tom Ward, Optionee:

     Exabyte Corporation (the "Corporation") has this day granted to you, the Optionee named above, an option to purchase shares of the common stock of the Corporation ("Common Stock"). This option is not intended to qualify as and will not be treated as an "incentive stock option" within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended (the "Code").

     The terms and conditions of Options granted pursuant to this Nonstatutory Stock Option Agreement are as follows:

1.     Definitions. As used herein, the following definitions shall apply:

     (a)     "Act" shall mean the Securities Act of 1933, as amended.

     (b)     "Affiliate" shall mean any Parent or Subsidiary, whether now or hereafter existing.

     (c)     "Board" shall mean the Board of Directors of the Corporation.

     (d)     "Continuous Status as an Employee or Director" shall mean the absence of any interruption or termination of service as an Employee or Director, as applicable. Continuous Status as an Employee or Director shall not be considered interrupted in the case of sick leave, military leave, or any other leave of absence approved by the Plan Administrator.

     (e)     "Date of Grant" shall mean the date that the stockholders of the Corporation approve this Nonstatutory Stock Option Agreement.

     (f)     "Director" shall mean a member of the Board of Directors.

     (g)     "Employee" shall mean any person employed by the Corporation or by any Affiliate of the Corporation. The payment of a director's fee by the Corporation shall not be sufficient to constitute "employment" by the Corporation.

     (h)     "Exchange Act" shall mean the Securities Exchange Act of 1934, as amended.

     (i)     "Fair Market Value" shall mean, as of any date, the value of the Common Stock of the Corporation determined as follows:

          (1)     If the Common Stock is listed on any established stock exchange, or traded on the Nasdaq National Market or the Nasdaq SmallCap Market, the Fair Market Value of a share of Common Stock shall be the closing sales price for such stock (or the closing bid, if no sales were reported) as quoted on such exchange or market (or the exchange or market with the greatest volume of trading in Common Stock) on (i) the day of determination, as reported in the Wall Street Journal or such other source as the Board deems reliable, or (ii) if the day of determination is not a trading day, then the trading day prior to the day of determination, as reported in the Wall Street Journal or such other source as the Board deems reliable.

          (2)     In the absence of such markets for the Common Stock, the Fair Market Value shall be determined in good faith by the Board.

     (j)     "Nonstatutory Stock Option" shall mean an Option not intended to qualify as an Incentive Stock Option.

     (k)     "Option" shall mean a Stock Option granted pursuant to this Nonstatutory Stock Option Agreement.

     (l)     "Optioned Stock" shall mean the Stock subject to an Option.

     (m)     "Parent" shall mean a "parent corporation," whether now or hereafter existing, as defined in Section 424(e) of the Code.

     (n)     "Share" shall mean a share of the Stock, as adjusted in accordance with Section 7 of this Nonstatutory Stock Option Agreement.

     (o)     "Stock"     shall mean the Common Stock of the Corporation.

     (p)     "Subsidiary" shall mean a "subsidiary corporation," whether now or hereafter existing, as defined in Section 424(f) of the Code.

2.     Administration of Nonstatutory Stock Option Agreement.

     (a)     Plan Administrator. The Nonqualified Stock Option Agreement shall be administered by the Board, unless and until such time as the Board delegates the administration of the Nonqualified Stock Option Agreement to a committee, which shall be appointed by and shall serve at the pleasure of the Board (the "Plan Administrator"). The Plan Administrator shall consist of a committee of two or more directors of the Company, all of whom qualify as "non-employee directors" within the meaning of Rule 16b-3, promulgated by the Securities Exchange Commission under the Exchange Act, together with any successor rule, as in effect from time to time. The Plan Administrator shall consist of a committee of two or more directors of the Company, all of whom qualify as "outside directors" within the meaning of Section 162(m) of the Internal Revenue Code of 1986, as amended from time to time. The Board may from time to time remove members from or add members to an y such committee; fill vacancies on the committee, howsoever caused; and otherwise increase or decrease the number of members of such committee, in each case as the Board deems appropriate to permit transactions in Shares pursuant to the Nonqualified Stock Option Agreement and to satisfy such conditions of Rule 16b-3 or Section 162(m) of the Code as then in effect.

     (b)     Powers of the Plan Administrator. Subject to the provisions of this Nonstatutory Stock Option Agreement, the Plan Administrator shall have the authority, in its discretion: (i) to grant this Nonstatutory Stock Option; (ii) to determine the exercise price per share of this Option, which exercise price shall be determined in accordance with Section 4 of this Nonstatutory Stock Option Agreement; (iii) to determine the number of Shares to be represented by this Option; (iv) to interpret this Nonstatutory Stock Option Agreement; (iv) to determine the terms and provisions of this Nonstatutory Stock Option Agreement and, with the consent of the holder thereof, modify, terminate or amend the Option provided, however, that the Plan Administrator shall not have the power to lower the Option price except pursuant to the terms of Section 7 of this Nonstatutory Stock Option Agreement; (v) to accelerate or defer (with the consent of the Optionee) the exercise date of this Option; (vi) to authorize any person to execute on behalf of the Corporation any instrument required to effectuate the grant of this Option; and (vii) to make all other determinations deemed necessary or advisable for the administration of this Nonstatutory Stock Option Agreement.

3.     Shares Subject to this Nonstatutory Stock Option Agreement. The total number of shares subject to and reserved under this Nonstatutory Stock Option Agreement is 7,000,000 shares of Stock of $0.001 par value of the Corporation. Subject to adjustment under Section 7, no individual shall be eligible to be granted Options covering more than 7,000,000 shares of Stock during any calendar year. As the Board shall determine in its discretion, the Shares may be in whole or in part, authorized but unissued Shares or issued Shares which shall have been reacquired by the Corporation.

4.     Prices for Options.

     (a)     Generally. The per share exercise price for the Shares to be issued pursuant to exercise of the Options granted hereunder shall be the the Fair Market Value on the date such Options are approved by the stockholders of the Corporation. Unless approved by the holders of a majority of the shares present and entitled to vote at a duly convened meeting of the Stockholders, neither the Board nor the Plan Administrator shall reduce the exercise price of the Option.

     (b)     Payment. Payment of the exercise price per share is due in full in cash (including check) upon exercise of all or any part of each installment which has become exercisable by Optionee. Notwithstanding the foregoing, this Option may be exercised pursuant to a program developed under Regulation T as promulgated by the Federal Reserve Board which results in the receipt of cash (or check) by the Corporation prior to the issuance of Common Stock.

5.     Option Provisions.

     This Nonstatutory Stock Option Agreement is subject to the approval of the Corporation's stockholders. Options granted hereunder are granted in consideration for the Optionee's future services as President and/or Chief Executive Officer. No other office shall be eligible for Options under this plan. Notwithstanding the foregoing, this Nonstatutory Stock Option Agreement is not an employment contract and nothing in this option shall be deemed to create in any way whatsoever any obligation on Optionee's part to continue in the employ of the Corporation, or of the Corporation to continue Optionee's employment with the Corporation.

     (a)     Exercise of Option.

          (i)     The shares subject to the Nonstatutory Stock Option, as set forth in Section 3 above, shall vest as follows:

               (1)     3,000,000 shares shall vest at the rate of 2% (or 60,000 shares) as of the 3rd day of each month following June 3, 2002, until December 30, 2005, at which time any remaining unvested options pursuant to this subsection (1) will be deemed to be fully vested. Notwithstanding anything in this subsection (1), vesting on these 3,000,000 shares will cease immediately upon the termination of Optionee's Continuous Status as an Employee or Director for any reason.

               (2)     4,000,000 shares shall fully vest as to 100% of the shares herein on June 5, 2007, provided however, that vesting on these 4,000,000 shares will cease immediately upon the termination of Optionee's Continuous Status as an Employee or Director for any reason. Notwithstanding anything in this subsection (2), vesting of these 4,000,000 shares shall accelerate as follows:

                              --     at such time as the Corporation's stock price, as listed and reported on the Nasdaq National Market,
                                     meets or exceeds a closing sale price of $2.00 for thirty (30) consecutive trading days, 25% of the
                                     shares set forth in this subsection (2) shall immediately vest, so long as Optionee is employed by the
                                     Corporation at such time;

                              --     at such time as the Corporation's stock price meets or exceeds a closing sale price of $4.00 for thirty
                                      (30) consecutive trading days, 25% of the shares set forth in this subsection (2) shall immediately
                                     vest, so long as Optionee is employed by the Corporation at such time;

                              --     at such time as the Corporation's stock price meets or exceeds a closing sale price of $5.00 for thirty
                                      (30) consecutive trading days, 25% of the shares set forth in this subsection (2) shall immediately
                                     vest, so long as Optionee is employed by the Corporation at such time; and

                              --     at such time as the Corporation's stock price meets or exceeds a closing sale price of $6.00 for thirty
                                      (30) consecutive trading days, 25% of the shares set forth in this subsection (2) shall immediately
                                     vest, so long as Optionee is employed by the Corporation at such time.

          (ii)     This Option may not be exercised for a fraction of a Share.

          (iii)     This Option shall be deemed to be exercised when written notice of such exercise has been given to the Corporation in accordance with the terms of the Option by the person entitled to exercise the Option and full payment for the Shares with respect to which the Option is exercised has been received by the Corporation. Full payment may, as authorized by the Board, consist of any consideration and method of payment allowable under Section 4 of this Nonstatutory Stock Option Agreement. Until the issuance (as evidenced by the appropriate entry on the books of the Corporation or of a duly authorized transfer agent of the Corporation) of the Stock certificate evidencing such Shares, no right to vote or receive dividends or any other rights of a Stockholder shall exist with respect to the Optioned Stock, notwithstanding the exercise of the Option. No adjustment will be made for a dividend or other right for whic h the record date is prior to the date the Stock certificate is issued, except as provided in Section 7 of this Nonstatutory Stock Option Agreement.

          (iv)     Exercise of this Option in any manner shall result in a decrease in the number of Shares which thereafter may be available, both for purposes of this Nonstatutory Stock Option Agreement and for sale under the Option, by the number of Shares as to which the Option is exercised.

          (v)     Except as otherwise specifically provided herein, this Option may not be exercised at any time unless the holder thereof shall have maintained Continuous Status as an Employee or Director of the Corporation or of one or more of its Affiliates, from the date of commencement of thisOption, as set forth in Section (b)(i) below, to the date of its exercise.

          (vi)     This Option may be exercised, to the extent specified above, by delivering a notice of exercise (in a form designated by the Corporation) together with the exercise price to the Secretary of the Corporation, or to such other person as the Corporation may designate, during regular business hours, together with such additional documents as the Corporation may then require pursuant to this Nonstatutory Stock Option Agreement.

          (vii)     Notwithstanding anything to the contrary contained herein, this Option may not be exercised unless the shares issuable upon exercise of the Option are then registered under the Act, or, if such shares are not then so registered, the Corporation has determined that such exercise and issuance would be exempt from the registration requirements of the Act.

          (viii)     Optionee will notify the Corporation in writing within fifteen (15) days after the date of any disposition of any of the shares of the Common Stock issued upon exercise of this Option that occurs within two (2) years after the date of grant or within one (1) year after such shares of Common Stock are transferred upon exercise of the Option.

     (b)     Termination of Employment.

          (i)     Unless sooner terminated as set forth below or in this Nonstatutory Stock Option Agreement, this Option terminates on June 9, 2012. This option shall terminate prior to the expiration of its term as follows: ninety (90) days after the termination of employment with the Corporation or an affiliate of the Corporation for any reason or for no reason unless:

               (1)     such termination of employment is due to Optionee's permanent and total disability (within the meaning of Section 422A(c)(7) of the Code), in which event the Option shall terminate on the earlier of the termination date set forth above or six (6) months following such termination of employment; or

               (2)     such termination of employment is due to Optionee's death, in which event the Option shall terminate on the earlier of the termination date set forth above or six (6) months after Optionee's death; or

               (3)     during any part of such ninety (90) day period the option is not exercisable solely because of the condition set forth in Section 5(a)(vii) above, in which event the Option shall not terminate until the earlier of the termination date set forth above or until it shall have been exercisable for an aggregate period of ninety (90) days after the termination of employment; or

               (4)     exercise of the Option within ninety (90) days after termination of Optionee's employment with the Corporation or with an affiliate would result in liability under Section 16(b) of the Securities Exchange Act of 1934, in which case the option will terminate on the earlier of (i) the termination date set forth above; (ii) the tenth (10th) day after the last date upon which exercise would result in such liability; or (iii) six (6) months and ten (10) days after the termination of Optionee's employment with the Corporation or an affiliate. However, this option may be exercised following termination of employment only as to that number of shares which are exercisable on the date of termination of employment under the provisions of Paragraph 5(a)(i) above.

          (ii)     So long as the Optionee shall maintain Continuous Status as an Employee or Director, his Option shall not be affected by any change of duties or position. To the extent that the Optionee was not entitled to exercise his Option at the time of his termination, or insofar as he does not exercise such Option to the extent he was entitled within the time specified herein, the Option shall itself terminate at the time of such termination.

          (iii)     Notwithstanding any provision in this Nonstatutory Stock Option Agreement to the contrary, this Option shall terminate no later than the original expiration date set forth in Section 5(b)(i) above.

6.     Non-Transferability of Option. This Option may not be sold, pledged, assigned, hypothecated, transferred, or disposed of in any manner other than by will or by the laws of descent or distribution and may be exercised, during the lifetime of the Optionee, only by the Optionee.

7.     Adjustments Upon Changes in Capitalization or Merger.

     (a)     Proportional Adjustments. Subject to any required action by the Stockholders of the Corporation, the number of Shares and price per Share covered by this Option, , shall be proportionately adjusted for any increase or decrease in the number of issued Shares resulting from a stock split, the payment of a stock dividend with respect to the stock, or any other increase or decrease in the number of issued Shares effected without receipt of consideration by the Corporation; provided, however, that conversion of any convertible securities of the Corporation shall not be deemed to have been "effected without receipt of consideration." Such adjustment shall be made by the Board, whose determination in that respect shall be final, binding and conclusive. Except as expressly provided herein, no issuance by the Corporation of shares of stock of any class, shall affect, and no adjustment by reason thereof shall be made with respect to, the numb er or price of Shares subject to this Option.

     (b)     Reorganization. In the event of the proposed dissolution or liquidation of the Corporation, or in the event of a proposed sale of all or substantially all of the assets of the Corporation, or the merger of the Corporation with or into another corporation, at the sole discretion of the Board and to the extent permitted by applicable law: (i) any surviving corporation shall assume this Nonstatutory Stock Option Agreement or shall substitute similar Options for those outstanding under this Nonstatutory Stock Option Agreement; (ii) this Option shall continue in full force and effect; or (iii) this Option, provided the Optionee is then performing services as an Employee or Director, will become fully exercisable with respect to all of the Shares subject to the Option prior to the consummation of such proposed action at such time as the Board in its discretion may determine and the Option terminated if not exercised prior to such event. The B oard may also in its discretion require that all of the Shares purchased pursuant to the foregoing clause (iii) which would not otherwise be purchasable at such time except by operation of such clause (iii) shall be subject to a repurchase right of the Corporation (or its successor) which repurchase right shall expire at the same (or earlier) times and to the same (or greater) extent as such Shares would have become purchasable under the Option had the Option not become fully exercisable pursuant to clause (iii). For this purpose, the Board may require that the Optionee and the Corporation (or its successor) execute an agreement (in such form as determined by the Board) with respect to such Shares to reflect the Corporation's (or its successor's) repurchase right. If this Option is to be assumed or substituted, then such Option shall be appropriately adjusted to apply to the kind, class and number of securities or other property which would have been issuable to the Optionee in the consummation of such trans action had the Option been exercised immediately prior to such transaction and appropriate adjustments shall also be made to the price payable per share, provided that the aggregate Option price payable thereunder shall remain the same.

8.     Effectiveness of Nonstatutory Stock Option Agreement. The Option granted pursuant to this Nonstatutory Stock Option Agreement shall become effective on the date approved by the stockholders of the Corporation. Such date shall serve as the Date of Grant of the Option granted hereunder.

9.     No Employee Contract. This Nonstatutory Stock Option Agreement shall not confer upon the Optionee any right with respect to employment or the continuation of employment by or the rendition of consulting or director services to the Corporation or any Affiliate of the Corporation, nor shall it interfere in any way with his right or the Corporation's or its Affiliates', or the Stockholders' right to terminate his employment or services as a director at any time.

10.     Withholding.

     (a)     The Corporation may require Optionee to enter an arrangement providing for the payment by Optionee to the Corporation of any tax withholding obligation of the Corporation arising by reason of (1) the exercise of this Option; (2) the lapse of any substantial risk of forfeiture to which the shares are subject at the time of exercise; or (3) the disposition of shares acquired upon such exercise.

     (b)     Optionee will notify the Corporation in writing within fifteen (15) days after the date of any dispostion of any of the shares of the Common Stock issued upon exercise of this Option that occurs within two (2) years after the Date of Grant or within one (1) year after such shares of Common stock are transferred upon exercise of this Option.

11.     Termination and Amendment of Nonstatutory Stock Option Agreement.

     (a)     Termination. This Nonstatutory Stock Option Agreement shall terminate on June 2, 2012.

     (b)     Amendment. Except as provided in Section 7(a) relating to adjustments upon changes in Stock, no amendment shall be effective unless approved by the stockholders of the Corporation with respect to the stockholder approval required by Section 4(a) or otherwise to the extent stockholder approval is necessary to comply with the requirements of Rule 16b-3 promulgated under the Exchange Act, or to satisfy any Nasdaq or securities exchange listing requirements. The Board may, in its sole discretion, submit any other amendment to this Nonstatutory Stock Option Agreement for stockholder approval, including, but not limited to amendments to this Nonstatutory Stock Option Agreement intended to satisfy the requirements of Section 162(m) of the Code and the regulations promulgated thereunder regarding the exclusion of performance-based compensation from the limit on corporate deductibility of compensation paid to certain executive officers.

     (c)     It is expressly contemplated that the Plan Administrator may amend this Nonstatutory Stock Option Agreement in any respect the Plan Administrator deems necessary or advisable to provide the Optionee with the maximum benefits provided or to be provided under the provisions of the Code and the regulations promulgated thereunder and/or to bring this Nonstatutory Stock Option Agreement into compliance therewith.

     (d)     Rights and obligations under this Option granted hereunder shall not be altered or impaired by any amendment of this Nonstatutory Stock Option Agreement unless: (i) the Corporation requests the consent of the person to whom the Option was granted; and (ii) such person consents in writing.

12.     Issuance of Shares.

     (a)     The Corporation shall not be required to issue Shares pursuant to the exercise of this Option unless the exercise of such Option and the issuance and delivery of such Shares pursuant thereto shall comply with all relevant provisions of law, including, without limitation, the Securities Act of 1933, as amended, the Exchange Act, the rules and regulations promulgated thereunder, and the requirements of any Stock exchange upon which the Shares may then be listed, and shall be further subject to the approval of counsel for the Corporation with respect to such compliance; provided, however, that this provision shall not require the Corporation to register under the Securities Act of 1933, as amended, either this Nonstatutory Stock Option Agreement, any Option or any Stock issued or issuable pursuant to such Option.

     (b)     As a condition to the exercise of this Option, the Corporation may impose various conditions, including a requirement that the Optionee represent and warrant, at the time of any such exercise, that the Shares are being purchased only for investment and without any present intention to sell or distribute such Shares.

13.     Reservation of Shares. The Corporation, during the term of this Nonstatutory Stock Option Agreement, will at all times reserve and keep available such number of Shares as shall be sufficient to satisfy the requirements of this Nonstatutory Stock Option Agreement. The inability of the Corporation to obtain authority from any regulatory body having jurisdiction, which authority is deemed by the Corporation's counsel to be necessary to the lawful issuance and sale of any Shares hereunder, shall relieve the Corporation of any liability in respect of the failure to issue or sell such Shares as to which such requisite authority shall not have been obtained.

14.     Notice. Any notices provided for in this Nonstatutory Stock Option Agreement shall be given in writing and shall be deemed effectively given upon receipt or, in the case of notices delivered by the Corporation to Optionee, five (5) days after deposit in the United States mail, postage prepaid, addressed to Optionee at the address specified below or at such other address as Optionee hereafter designate by writeen notice to the Corporation.

15.     Entire Understanding. This Nonstatutory Stock Option Agreement sets forth the entire understanding between the udnersigned Optionee and the Corporation and its affiliates regarding the acquisition of the shares listed herein.

     Dated this 3rd day of June, 2002.

Very truly yours,

By Thomas E. Pardun

Chairman, Compensation Committee

of the Board of Directors

of Exabyte Corporation

The undersigned:

     (a)     Acknowledges receipt of the foregoing option and the understanding that all rights and liabilities with respect to this
              option are set forth in this Nonstatutory Stock Option Agreement; and

     (b)     Agrees to the terms of this Nonstatutory Stock Option Agreement;

      (c)     Acknowledges receipt of the most recent copy of the Annual Report and Proxy Statement.

	Optionee
Address:

EX-99

FOR IMMEDIATE RELASE

MEDIA CONTACTS:

Exabyte Corporation
Annette Smith
(303) 417-7695
annettes@exabyte.com BRW LeGrand (PR)
Bill Marino
(303) 298-8470, ext. 228
bmarino@brwlegrand.com

ExabyteÒ Completes Restructuring Plan with Appointment
of New Chief Executive Officer

BOULDER, Colo. - May 31, 2002 -- Exabyte Corporation (NASDAQ: EXBT), a performance and value leader in tape backup systems, is pleased to announce the appointment of Tom Ward as the new President and Chief Executive Officer of the Company. Concurrently, Interim President and CEO Juan Rodriguez has been appointed Chairman of the Board and Chief Technologist.

Ward has a successful track record of building and selling technology companies over his 23-year career. In 1987, he founded Data Storage Marketing, a distributor of storage products, which he grew to $150 million in revenues and sold to General Electric in 1997. Thereafter, Ward founded Canicom in 1997, a call center company, growing revenues to $20 million in only two years before selling the Company to Boston-based Protocol Communications in 2000. Assuming the position of Chief Operating Officer, he remained at Protocol, an integrated direct marketing company with $280 million in revenues.

Ward began his career with Storage Technology Corporation serving in several roles in engineering and marketing. He later joined MiniScribe as Director of Sales for High Performance Products, selling to the global OEM and distribution channels of the PC market. In 1992, he was the Inc. Magazine/Ernst & Young Entrepreneur of the Year, and also the Esprit Entrepreneur of the Year.

"Tom is a true entrepreneur, bringing to Exabyte the skills we need in top management. He has storage industry expertise and is a trained engineer; however, he flourishes in marketing, sales and leadership. Exabyte is very lucky to have Tom's collective talent and experience," said Rodriguez.

"I am excited about joining Exabyte at a pivotal time in the Company's history. Juan has done a tremendous job preparing for profitability and growth. Since he was appointed interim president and CEO in January, Juan has restructured the Company's expenses to reduce $14 million of annual costs, he has developed a powerful relationship with Hitachi for outsourcing manufacturing needs, and most importantly, he has strengthened the balance sheet by raising $6.56 million in equity financing and securing a $25 million working capital line of credit with Silicon Valley Bank. In addition, Juan and the Exabyte team have developed a strategy to take over the DDS replacement market. This is a very large and exciting opportunity, and my focus will be on attracting OEM partners to Exabyte to execute this strategy." In addition to the $6.56 million already committed in the Series I private placement, Ward personally will be investing $1.2 million.

Exabyte expects to reach profitability in the third quarter of this year. The Company will use the $7.76 million of equity financing and new credit facility from Silicon Valley Bank to fund future growth.

"With the appointment of Tom Ward as CEO, the Company has completed its restructuring plan. Since January, Exabyte has delivered on every major milestone required by the Board of Directors, including reducing operating expenses, increasing gross margins, raising private equity financing, securing a new bank facility and attracting a top CEO," said Jack Tankersley, an Exabyte board member and Principal of Meritage Private Equity Funds, the Company's largest investor. "This is the "New Exabyte" with a winning team: Juan leading the technological direction, Hitachi and Solectron executing the manufacturing and Tom providing the vision and leadership to drive revenues."

About Exabyte Corporation

Since 1987, when it introduced the world's first 8mm tape drive for data storage, Exabyte Corporation (NASDAQ: EXBT) has been recognized as a leading innovator in tape storage and automation. Exabyte tape solutions offer value, performance and reliability for midrange servers, workstations and computer networks. Exabyte products include Mammoth-2 (M2™), the first 8mm native Fibre Channel tape drive; VXA®-1, the first packet format tape drive; and the 110L autoloader, one of the first tape automation units for LTO™ (Ultriumc). Exabyte markets VXA, 8mm and MammothTape™ drives and automation for MammothTape, VXA, and LTO™ (Ultrium™). Exabyte's worldwide network of distributors, resellers and OEMs includes IBM, Compaq, Fujitsu-Siemens, Bull, Apple Computer, Tech Data, Ingram Micro, Digital Storage Inc. and Arrow Electronics.

For additional information, call 1-800-EXABYTE or visit www.exabyte.com. For investor relations inquiries, e-mail investor@exabyte.com.

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The foregoing includes forward-looking statements related to the company's business prospects. Such statements are subject to one or more risks. Words such as "believes," "anticipates," "expects," "intends," "plans," "positions" and similar expressions are intended to identify forward-looking statements, but are not the exclusive means of identifying such statements. The actual results that the company achieves, particularly with regard to its profitability, may differ materially from such forward-looking statements due to risks and uncertainties related to increase in revenues, reduction of operating expenses, the ability to close this and additional equity and financing arrangements, as well as the ability to obtain a new bank line of credit, and other such risks as noted in the company's 2001 Form 10-K and Form 10-Q for the quarter ending March 30, 2002. Please refer to the company's Forms 8-K, Form 10-K and Forms 10-Q for a description of such risks. Exabyte and VXA are registered tradema rks, and M2 and MammothTape are trademarks of Exabyte Corp. DLTtape is a registered trademark of Quantum Corporation. LTO and Ultrium are U.S. trademarks of IBM, Seagate and HP. Advanced Intelligent Tape is a registered trademark of Sony Corporation. All other trademarks are the property of their respective owners.