MTI TECHNOLOGY CORP
EXHIBIT 10.24
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<TYPE>EX-10.24
<SEQUENCE>5
<FILENAME>a21717exv10w24.txt
<DESCRIPTION>EXHIBIT 10.24
<TEXT>
<PAGE>

                                                                   EXHIBIT 10.24

                           MTI TECHNOLOGY CORPORATION
                        RESTRICTED STOCK AWARD AGREEMENT
                                      UNDER
                            2001 STOCK INCENTIVE PLAN

      THIS RESTRICTED STOCK AWARD AGREEMENT (the "Agreement") is entered into as
of ___________, 20__, by and between __________________________. (hereinafter
referred to as "Grantee"), and MTI Technology Corporation, a Delaware
corporation (hereinafter referred to as the "Company"), pursuant to the
Company's 2001 Stock Incentive Plan (the "Plan"). Any capitalized term not
defined herein shall have the same meaning ascribed to it in the Plan.

                                    RECITALS:

      A. Grantee is an Employee, Director, Consultant or other person who
provides services to the Company or a parent or subsidiary of the Company, as
those terms are defined in Sections 424(e) and 424(f) of the Internal Revenue
Code of 1986, as amended (the "Code"), and in connection therewith has rendered
services for and on behalf of the Company.

      B. WHEREAS, the Company desires to issue shares of its common stock to
Grantee to encourage the continued service of Grantee as an employee of the
Company and to exert added effort towards its growth and success, which service
is of benefit to the Company;

      C. WHEREAS, the Company desires to impose certain restrictions on the
shares of common stock granted hereunder for the benefit of the Company; and

      D. WHEREAS, such grant is being made to Grantee in addition to, and not in
lieu of, any other form of compensation otherwise payable or to be paid to
Grantee.

      NOW, THEREFORE, in consideration of the mutual covenants hereinafter set
forth, and for other good and valuable consideration, the parties agree as
follows:

      1. ISSUANCE OF SHARES. The Company hereby offers to issue to Grantee an
aggregate of ______________(_________) SHARES OF COMMON STOCK OF THE COMPANY
(the "Shares") AT THE NOMINAL EXERCISE PRICE OF $________ PER SHARE ON
____________, 20__, on the terms and conditions herein set forth. Unless this
offer is earlier revoked in writing by the Company, Grantee shall have ten (10)
days from the date of the delivery of this Agreement to Grantee to accept the
offer of the Company by executing and delivering to the Company two copies of
this Agreement, without condition or reservation of any kind whatsoever.

      2. VESTING OF SHARES.

            (A) Subject to Grantee's "Continuous Service" and Section 2(b)
below, the Shares acquired hereunder shall vest and become "Vested Shares" as
follows:

                                       1
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                  ONE-THIRD (1/3) OF THE SHARES SHALL VEST TWELVE (12) MONTHS
            AFTER THE VESTING COMMENCEMENT DATE. ONE-TWENTY-FOURTH (1/24TH) OF
            THE REMAINING UNVESTED SHARES SHALL VEST AT THE END OF THE 13TH
            MONTH AND EACH MONTH THEREAFTER, SUCH THAT THE SHARES WILL BE ONE
            HUNDRED PERCENT (100%) VESTED AFTER THIRTY-SIX (36) MONTHS OF
            CONTINUOUS SERVICES FROM VESTING COMMENCEMENT DATE.

            Shares which have not yet become vested are herein called "Unvested
Shares." No additional shares shall vest after the date of termination of
Grantee's Continuous Service. For these purposes, THE "VESTING COMMENCEMENT
DATE" SHALL BE ______________, 20__.

            As used herein, the term "Continuous Service" means that the
provision of services to the Company or a Related Entity in any capacity of
Employee, Director or Consultant, is not interrupted or terminated.

            (B) Notwithstanding Section 2(a), if Grantee holds Shares at the
time a Corporate Transaction occurs, all "Forfeiture Rights" (as defined in 3(b)
below) shall automatically terminate immediately prior to the consummation of
such Corporate Transaction and the Shares subject to those terminated Forfeiture
Rights shall immediately vest in full except to the extent that this Agreement
is continued, assumed, or substituted for by the acquiring or successor entity
(or parent thereof) in connection with such Corporate Transaction.
Notwithstanding the foregoing sentence, if pursuant to a Corporate Transaction
the acquiring or successor entity (or parent thereof) provides for the
continuance or assumption of this Agreement or the substitution for this
Agreement of a new agreement of comparable value covering shares of a successor
corporation (with appropriate adjustments as to the number and kind of shares),
then the Forfeiture Rights shall not terminate and vesting of the Shares shall
not accelerate in connection with such Corporate Transaction; provided, however,
if Grantee's Continuous Service is terminated without Cause or pursuant to a
voluntary termination for Good Reason within twelve (12) months following such
Corporate Transaction, all Forfeiture Rights shall terminate and vesting of the
Shares or any substituted shares shall accelerate in full automatically
effective upon such termination of Continuous Service.

            If the Forfeiture Rights automatically terminate in accordance with
the provisions of this Section 2(b), then the Administrator shall cause written
notice of the Corporate Transaction to be given to Grantee not less than fifteen
(15) days prior to the anticipated effective date of the proposed transaction.

            (C) If Grantee holds Shares at the time a Change in Control occurs,
then if Grantee's Continuous Service is terminated without Cause or pursuant to
a voluntary termination for Good Reason within twelve (12) months following such
Change in Control, all Forfeiture Rights shall terminate and vesting of the
Shares or any substituted shares shall accelerate in full automatically
effective upon such termination of Continuous Service.

                                       2
<PAGE>

      3. FORFEITURE RIGHTS UPON TERMINATION OF SERVICE.

            (A) DEPOSIT OF UNVESTED SHARES. Grantee shall deposit with the
Company certificates representing the Unvested Shares, together with a duly
executed stock assignment separate from certificate in blank (a form of which is
attached hereto as EXHIBIT B), which shall be held by the Secretary of the
Company. Grantee shall be entitled to vote and to receive dividends and
distributions on all such deposited Unvested Shares.

            (B) FORFEITURE AND CANCELLATION OF UNVESTED SHARES UPON TERMINATION.
In the event of termination of Grantee's Continuous Service, all Unvested Shares
as of the Termination Date shall be immediately forfeited, cancelled and shall
become null and void (the "Forfeiture Rights"). The Company shall cancel the
certificates then deposited with the Company evidencing the Unvested Shares and
reissue a new certificate to Grantee evidencing only the Vested Shares, if any,
as of the Termination Date.

            (C) TERMINATION. The provisions of this Section 3 shall
automatically terminate, and the Shares shall not be subject to the Forfeiture
Rights (and thus shall become Vested Shares), in accordance with Section 2(b)
above.

            (D) ASSIGNMENT. The Company may assign its rights under this Section
3 without the consent of the Grantee.

      4. RESTRICTIONS ON UNVESTED SHARES. Unvested Shares may not be sold,
transferred, pledged, or otherwise disposed of, except that such Unvested Shares
may be transferred to a trust established for the sole benefit of the Grantee
and/or his or her spouse, children or grandchildren. Any Unvested Shares that
are transferred as provided herein remain subject to the terms and conditions of
this Agreement.

      5. ADJUSTMENTS UPON CHANGES IN CAPITAL STRUCTURE. In the event that the
outstanding Shares of Common Stock of the Company are hereafter increased or
decreased or changed into or exchanged for a different number or kind of shares
or other securities of the Company by reason of a recapitalization, stock split,
combination of shares, reclassification, stock dividend, or other change in the
capital structure of the Company, then Grantee shall be entitled to new or
additional or different shares of stock or securities, in order to preserve, as
nearly as practical, but not to increase, the benefits of Grantee under this
Agreement, in accordance with the provisions of Section 4.2 of the Plan. Such
new, additional or different shares shall be deemed "Shares" for purposes of
this Agreement and subject to all of the terms and conditions hereof.

      6. SHARES FREE AND CLEAR. All Shares returned to the Company pursuant to
this Agreement shall be delivered by Grantee free and clear of all claims, liens
and encumbrances of every nature (except the provisions of this Agreement and
any conditions concerning the Shares relating to compliance with applicable
federal or state securities laws), and the Company shall acquire full and
complete title and right to all of such Shares, free and clear of any claims,
liens and encumbrances of every nature (again, except for the provisions of this
Agreement and such securities laws).

                                       3
<PAGE>

      7. LIMITATION OF COMPANY'S LIABILITY FOR NONISSUANCE; UNPERMITTED
TRANSFERS.

            (A) The Company agrees to use its reasonable best efforts to obtain
from any applicable regulatory agency such authority or approval as may be
required in order to issue and sell the Shares to Grantee pursuant to this
Agreement. The inability of the Company to obtain, from any such regulatory
agency, authority or approval deemed by the Company's counsel to be necessary
for the lawful issuance and sale of the Shares hereunder and under the Plan
shall relieve the Company of any liability in respect of the nonissuance or sale
of such Shares as to which such requisite authority or approval shall not have
been obtained.

            (B) The Company shall not be required to: (i) transfer on its books
any Shares of the Company which shall have been sold or transferred in violation
of any of the provisions set forth in this Agreement, or (ii) treat as owner of
such shares or to accord the right to vote as such owner or to pay dividends to
any transferee to whom such shares shall have been so transferred.

      8. NOTICES. Any notice, demand or request required or permitted to be
given under this Agreement shall be in writing and shall be deemed given when
delivered personally or three (3) days after being deposited in the United
States mail, as certified or registered mail, with postage prepaid, (or by such
other method as the Administrator may from time to time deem appropriate), and
addressed, if to the Company, at its principal place of business, Attention: the
Chief Financial Officer, and if to the Grantee, at his or her most recent
address as shown in the employment or stock records of the Company.

      9. BINDING OBLIGATIONS. All covenants and agreements herein contained by
or on behalf of any of the parties hereto shall bind and inure to the benefit of
the parties hereto and their permitted successors and assigns.

      10. CAPTIONS AND SECTION HEADINGS. Captions and section headings used
herein are for convenience only, and are not part of this Agreement and shall
not be used in construing it.

      11. AMENDMENT. This Agreement may not be amended, waived, discharged, or
terminated other than by written agreement of the parties.

      12. ENTIRE AGREEMENT. This Agreement and the Plan constitute the entire
agreement between the parties with respect to the subject matter hereof and
supersede all prior or contemporaneous written or oral agreements and
understandings of the parties, either express or implied.

      13. ASSIGNMENT. Grantee shall have no right, without the prior written
consent of the Company, to (i) sell, assign, mortgage, pledge or otherwise
transfer any interest or right created hereby, or (ii) delegate his or her
duties or obligations under this Agreement. This Agreement is made solely for
the benefit of the parties hereto, and no other person, partnership, association
or corporation shall acquire or have any right under or by virtue of this
Agreement.

                                       4
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      14. SEVERABILITY. Should any provision or portion of this Agreement be
held to be unenforceable or invalid for any reason, the remaining provisions and
portions of this Agreement shall be unaffected by such holding.

      15. COUNTERPARTS. This Agreement may be executed in one or more
counterparts, all of which taken together shall constitute one agreement and any
party hereto may execute this Agreement by signing any such counterpart. This
Agreement shall be binding upon Grantee and the Company at such time as the
Agreement, in counterpart or otherwise, is executed by Grantee and the Company.

      16. APPLICABLE LAW. This Agreement shall be construed in accordance with
the laws of the State of California without reference to choice of law
principles, as to all matters, including, but not limited to, matters of
validity, construction, effect or performance.

      17. NO AGREEMENT TO EMPLOY. Nothing in this Agreement shall affect any
right with respect to continuance of employment by the Company or any of its
subsidiaries. The right of the Company or any of its subsidiaries to terminate
at will the Grantee's employment at any time (whether by dismissal, discharge or
otherwise), with or without cause, is specifically reserved, subject to any
other written employment agreement to which the Company and Grantee may be a
party.

      18. "MARKET STAND-OFF" AGREEMENT. Grantee agrees in connection with any
registration of the Company's securities that, upon the request of the Company
or the underwriters managing any public offering of the Company's securities,
Grantee will not sell or otherwise dispose of any Shares without the prior
written consent of the Company or such underwriters, as the case may be, for a
period of time (not to exceed 180 days) from the effective date of such
registration as the Company or the underwriters may specify.

      19. WITHHOLDING. Grantee agrees to make appropriate arrangements with the
Company (or a Parent or Subsidiary employing or retaining Grantee) for the
satisfaction of all Federal, state, local and foreign income and employment
withholding tax requirements applicable to the issuance of the Shares as
contemplated by this Agreement.

      20. TAX ELECTIONS. Grantee understands that Grantee (and not the Company)
shall be responsible for the Grantee's own tax liability that may arise as a
result of the acquisition of the Shares. Grantee acknowledges that Grantee has
considered the advisability of all tax elections in connection with the issuance
of the Shares, including the making of an election under Section 83(b) under the
Internal Revenue Code of 1986, as amended ("Code"); Grantee further acknowledges
that the Company has no responsibility for the making of such Section 83(b)
election. In the event Grantee determines to make a Section 83(b) election,
Grantee agrees to timely provide a copy of the election to the Company as
required under the Code.

                                       5
<PAGE>

      21. ATTORNEYS' FEES. If any party shall bring an action in law or equity
against another to enforce or interpret any of the terms, covenants and
provisions of this Agreement, the prevailing party in such action shall be
entitled to recover reasonable attorneys' fees and costs.

                            [Signature Page Follows]

                                       6
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      IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date first above written.

THE COMPANY:                                               GRANTEE:
MTI TECHNOLOGY CORPORATION

By:    ______________________________           ______________________________
                                                Signature

Name:  ______________________________           ______________________________
                                                Print Name

Title: ______________________________

                                       7
<PAGE>

                                    EXHIBIT A

                       CONSENT AND RATIFICATION OF SPOUSE

      The undersigned, the spouse of ____________________ a party to the
attached Restricted Stock Award Agreement (the "Agreement"), dated as of
___________, 20__, hereby consents to the execution of said Agreement by such
party; and ratifies, approves, confirms and adopts said Agreement, and agrees to
be bound by each and every term and condition thereof as if the undersigned had
been a signatory to said Agreement, with respect to the Shares (as defined in
the Agreement) made the subject of said Agreement in which the undersigned has
an interest, including any community property interest therein.

      I also acknowledge that I have been advised to obtain independent counsel
to represent my interests with respect to this Agreement but that I have
declined to do so and I hereby expressly waive my right to such independent
counsel.

Date: ___________________________             _______________________________
                                              Signature

                                              _______________________________
                                              Print Name



<PAGE>

                                    EXHIBIT B

                   STOCK ASSIGNMENT SEPARATE FROM CERTIFICATE

      FOR VALUE RECEIVED, the undersigned, _______________________, hereby
assigns and transfers unto MTI Technology Corporation, a Delaware corporation
("MTI"), a total of _____ shares of the Common Stock of MTI, standing in its
name on the books of said Corporation represented by Certificate No. __________,
and does hereby irrevocably constitute and appoint _______________ as its
attorney, to transfer said shares on the share register of the within named
Corporation, with full power of substitution.

Date: ___________________________             _______________________________
                                              Signature

                                              _______________________________
                                              Print Name


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