SEPARATION AGREEMENT AND GENERAL RELEASE

p;                                                                                                                                                      bsp;         Exhibit 10.33

SEPARATION AGREEMENT AND GENERAL RELEASE

1.     Agreement . This Separation Agreement and General Release (“Agreement”) is entered into by and between Iomega Corporation, a Delaware corporation, on behalf of itself and each of its subsidiaries (“Iomega” or the “Company”), and Werner Heid (“Employee”) for the purpose of amicably concluding their employment relationship. By entering into this agreement neither party admits any deficiency, wrongdoing or liability, expressly or by implication.

2.     Last Working Day . The effective date of Employee’s termination of full time employment with Iomega is February 3, 2006 (the Resignation Date). Iomega shall also pay Employee $25,000.00 gross per month, for three months beginning on the Resignation Date and ending on May 3, 2006, in return for what is expected to be a potentially greater level of effort related to transition, cooperation, advice, and assistance to Iomega than during the remainder of the year following the Resignation Date; May 3, 2006 will hereafter be referred to as the “Termination Date.” Iomega shall not be required to provide an office to Employee after the Resignation Date.

(a)   Iomega shall make a total special severance payment to Employee in the amount of $950,000.00 less necessary federal, state and other withholdings to be paid in bi-weekly increments over approximately one year , beginning on the next payroll cycle after receipt of this fully executed Agreement, SUBJECT TO THE FOLLOWING: (A) Employee must provide any reasonable assistance related to the business of Iomega that the Company requests during those months, and must comply with the Iomega Employee Information Guide through Employee’s Termination Date, and (B) IF Employee becomes employed or otherwise engaged in gainful employment during the 12 month period following his Resignation Date, fifty percent (50%) of the amount that Employee obtains from such other employment will be applied against and reduce the special severance payment (the “Mitigation”) EXCEPT that notwithstanding this Mitigation, Iomega shall be obligated to pay Employee a minimum of $475,000 (gross) in special severance payments. Iomega will also pay the equivalent to the cost of COBRA (grossed up so that taxes are not deducted) for the period from the Termination Date through the one-year anniversary of the Resignation Date, based on Employee’s current health insurance benefits (“Health Benefit Continuation”); such Health Benefit Continuation shall cease upon the earlier of one-year from the Resignation Date, and Employee commencing a new employment relationship outside of Iomega Corporation. Employee acknowledges and agrees that except as noted elsewhere in this document, no payments hereunder constitute compensation under the 401(k) plan eligible for elected deferrals and matching contributions.

(b)   Iomega will continue to provide participation in Executive Life Insurance at two times annual base salary and Participation in the Executive Tax Planning Services of Iomega, through February 3, 2007.

(c)    Iomega will reimburse Employee up to $30,000 towards executive outplacement services actually obtained by Employee in the first 12 months following the Resignation Date.

(d) Employee will retain his currently assigned laptop computer, mobile telephone and mobile telephone number. After the Termination Date, all billing related to the mobile telephone will become the responsibility of the Employee.

(e) The amounts and provisions set forth in Section 3 (a) through (d) above will be paid or implemented after receipt of a fully executed and unchanged copy of this Agreement and the expiration of the Age Release Period described in this Agreement . These payments shall be in full satisfaction of any and all claims Employee may have arising directly or indirectly from his/her employment and separation from Iomega

and shall also be consideration for the other promises contained herein. Employee acknowledges and understands that, except as described in Section 3 of this Agreement, Employee will not be entitled to receive from Iomega any other severance or termination allowance or any other compensation or payment, including any other payments for any sales commissions or bonuses or other consideration. Employee acknowledges that the foregoing fully satisfies all rights to severance and other consideration under any and all contracts or agreements Employee has or ever had with Iomega, including Employee’s June 18, 2001 employment agreement with Iomega, as amended. NO OTHER PAYMENTS OTHER THAN THOSE LISTED IN THIS SECTION 3 SHALL BE DUE TO EMPLOYEE, except as provided below in the final sentences of section 3(a) in connection with the June 2005 Agreement to Defer Compensation executed by Employee and the Company.

4.      Participation in Benefit and Other Programs . Employee will be entitled to participate through the Termination Date in all employee benefit programs and policies generally available to Iomega employees, in which Employee is eligible to participate, including stock option vesting, health insurance, and Iomega’s 401(k) plan (if applicable), as allowed by law.

Employee acknowledges and agrees that, under the terms of any outstanding stock option agreement(s) between Employee and Iomega, the vesting of any options to purchase company stock granted to employee will cease as of the Termination Date, and Employee has a period of three months following the Termination Date within which to exercise any vested options. Any vested options not exercised within the three month period shall expire and thereafter not be exercisable. All unvested options will be canceled on Employee’s Termination Date. No unearned bonuses or other incentive compensation will be due Employee.

5.      Re-Employment by Iomega . Except as otherwise stated in this Agreement, Employee agrees that if employee becomes re-employed with Iomega or is assigned to Iomega as a temporary or contract Employee while Employee is receiving payments pursuant to this Agreement, Employee shall waive any remaining payments otherwise due hereunder, without affecting any other terms of the Agreement.

(a)          General Release . In consideration of the payments and other valuable consideration under the terms of this Agreement, Employee hereby knowingly, voluntarily, and irrevocably agrees to fully, unconditionally, completely and forever release Iomega, and all of Iomega’s predecessors and successors, and their officers, directors, shareholders, agents, employees and representatives, and all parent, subsidiary and affiliated companies, together with their employees, officers, directors and shareholders (the “Released Parties”), from any and all rights and claims, including, without limitation, demands, causes of action, charges, complaints, promises, grievances, losses, damages, liabilities, debts, or injuries, whether known or unknown, contingent or matured, at law or in equity or in arbitration, which Employee holds or has ever held against Iomega resulting from any act, obligation, or omission occurring on or prior to the date Employee signs this Agreement (“Released Claims”), including, but not limited to, any Released Claims connected with or arising out of Employee’s employment, or separation therefrom, or terms of such employment or employment separation by Iomega; employee benefit plans whether or not arising under the Employee Retirement Income Security Act of 1974, as amended; any claims whether or not arising under any local, state or federal law or regulation, public policy or common law (including, without limitation, Title VII of the Civil Rights Act of 1964, the Americans with Disabilities Act, the Family and Medical Leave Act, the Fair Labor Standards Act, the Equal Pay Act, the California Fair Employment and Housing Act, the California Family Rights Act, the California Labor Code, Title 34 and 34A of the Utah Code Annotated, and the laws and regulations of the State of Colorado) or any state, federal or local statute, regulation, public policy, contract or tort principle in any way governing or regulating Employee’s employment, or termination, or terms of employment or termination by Iomega. Released Claims expressly include any and all rights of Employee under the Company’s Management Incentive Plan (MIP), and any and all rights to receive any further sales commissions, bonuses, or other compensation from Iomega. It is expressly understood that – except for the consideration stated in Section 3 above, no further payments are due to Employee under the MIP, under any employment agreement, or any other