MTI TECHNOLOGY CORP
EXHIBIT 10.1
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<TYPE>EX-10.1
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<FILENAME>a17309exv10w1.htm
<DESCRIPTION>EXHIBIT 10.1
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<DIV align="right" style="font-size: 10pt; margin-top: 12pt"><B>Exhibit&nbsp;10.1</B>
</DIV>


<DIV align="center" style="font-size: 12pt; margin-top: 18pt"><B>MTI TECHNOLOGY CORPORATION</B>
</DIV>


<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>CHANGE OF CONTROL AGREEMENT</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;This Agreement (the &#147;<U>Agreement</U>&#148;) is made and entered into as of February&nbsp;7, 2006
(the &#147;<U>Effective Date</U>&#148;) by and between the Company (as hereinafter defined) and
&#95;&#95;&#95;(the &#147;<U>Employee</U>&#148;).
</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><FONT style="font-variant: SMALL-CAPS"><U><B>Recitals</B></U></FONT>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;A.&nbsp;The Employee was appointed by MTI to serve as an officer of the Company.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;B.&nbsp;The Board of Directors of the Company (the &#147;<U>Board</U>&#148;) recognizes that the possibility
of a Change of Control (as hereinafter defined) exists and that the threat or the occurrence of a
Change of Control can result in significant distractions to its key personnel because of the
uncertainties inherent in such a situation;
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;C.&nbsp;The Board has determined that it is essential and in the best interest of the Company and
its stockholders to retain the services of the Employee in the event of a threat or occurrence of a
Change of Control and to ensure the Employee&#146;s continued dedication and efforts in such event
without undue concern for the Employee&#146;s financial and employment security; and
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;D.&nbsp;To induce the Employee to continue employment with the Company, as well as to remain with
the Company in the event of a threat or the occurrence of a Change of Control, the Company desires
to enter into this Agreement with the Employee to provide the Employee with certain benefits in the
event that the Employee&#146;s employment is terminated as a result of, or in connection with, a Change
of Control.
</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><FONT style="font-variant: SMALL-CAPS"><U><B>Agreement</B></U></FONT>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In consideration of the respective agreements of the parties contained herein, it is hereby
agreed as follows:
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;1.&nbsp;<U>Term of Agreement</U>. This Agreement shall commence as of the Effective Date and shall
continue in effect until the thirty-first (31<SUP style="font-size: 85%; vertical-align: text-top">st</SUP>) day of December in the year in which
the Effective Date occurred (the &#147;<U>Expiration Date</U>&#148;); <I>provided, however</I>, that commencing on
the Expiration Date and on each anniversary of the Expiration Date thereafter, the term of this
Agreement shall automatically be extended for one (1)&nbsp;year following such date unless the Company
or the Employee shall have provided written notice to the other at least ninety (90)&nbsp;days prior to
such date that the term of this Agreement shall not be so extended; and <I>provided, further, </I>that
notwithstanding the foregoing the term of this Agreement shall not expire within the twelve (12)
month period immediately following the occurrence of a Change of Control, but may
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<DIV align="left" style="font-size: 10pt; margin-top: 6pt">expire on the first day following such twelve (12)&nbsp;month period if a notice not to extend the term
of this Agreement is timely provided at least ninety (90)&nbsp;days prior to the Expiration Date or an
anniversary thereof, as applicable, as set forth herein.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;2.&nbsp;<U>Definitions</U>.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;2.1. <U>Accrued Compensation</U>. For purposes of this Agreement, &#147;<U>Accrued Compensation</U>&#148;
shall mean an amount which shall include all amounts earned, accrued or awarded through the
Termination Date (as hereinafter defined) but not paid as of the Termination Date, including (a)
base salary, (b)&nbsp;reimbursement for reasonable and necessary expenses incurred by the Employee on
behalf of the Company during the period ending on the Termination Date, (c)&nbsp;accrued but unused
vacation pay, and (d)&nbsp;bonuses, commissions and incentive compensation (other than the Pro Rata
Bonus (as hereinafter defined)).
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;2.2. <U>Base Amount</U>. For purposes of this Agreement, &#147;<U>Base Amount</U>&#148; shall mean the
greater of the Employee&#146;s annual base salary (a)&nbsp;at the rate in effect on the Termination Date or
(b)&nbsp;at the highest rate in effect at any time during the ninety (90)&nbsp;day period prior to the
applicable Change of Control, and shall include all amounts of base salary that are deferred under
the employee benefit plans of the Company or any other agreement or arrangement.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;2.3. <U>Bonus Amount</U>. For purposes of this Agreement, &#147;<U>Bonus Amount</U>&#148; shall mean 100%
of the aggregate annual target bonus for which the Employee is eligible under any bonus program,
plan, agreement or arrangement applicable to the Employee for the fiscal year in which the
Termination Date occurs.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;2.4. <U>Cause</U>. The Company may terminate this Agreement for Cause at any time upon written
notice to the Employee. For purposes of this Agreement, the term &#147;<U>Cause</U>&#148; shall mean: (a)
a material breach of any term of this Agreement by the Employee and failure to cure such breach
within ten (10)&nbsp;days after written notice thereof from the Company; (b)&nbsp;the failure by the Employee
to perform his or her duties (other than any such failure resulting from his or her incapacity due
to death or physical or mental illness) coupled with a failure to cure the same within ten (10)
days after receipt of written notice thereof; (d)&nbsp;acts or omissions which are deemed by the Board
to be in bad faith, or to constitute gross negligence, recklessness or willful misconduct, on the
part of the Employee with respect to the performance of his or her duties; (d)&nbsp;the failure by the
Employee to follow the reasonable instructions of the person(s) to whom the Employee reports, the
President of the Company or the Board; (e)&nbsp;the Employee&#146;s engaging in misconduct that is deemed by
the Board to be materially injurious to the Company, monetarily or otherwise; (f)&nbsp;the Employee&#146;s
conviction, plea of guilty or <I>nolo contendere</I>, or judicial determination of civil liability, based
on a federal or state felony or serious criminal or civil offense, including, but not limited to,
crimes or civil offenses involving theft, embezzlement, fraud or dishonesty, crimes or civil
offenses based on banking or securities laws (including the Sarbanes-Oxley Act of 2002), and civil
enforcement actions brought by federal or state regulatory agencies (including the Securities and
Exchange Commission); or (g)&nbsp;the Employee&#146;s use of illegal drugs and/or, to the extent permitted by
law, abuse of alcohol; <I>provided, however</I>, that as to alcohol abuse, the Employee shall be given
notice and a thirty (30)&nbsp;day opportunity to remedy the problem to the satisfaction of the Company.
</DIV>

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<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;2.5. <U>Change of Control</U>.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;For purposes of this Agreement, a &#147;<U>Change of Control</U>&#148; shall be deemed to have occurred
if:
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;any &#147;person,&#148; as such term is defined in Sections 13(d) and 14(d) of the Securities
Exchange Act of 1934, as amended (the &#147;<U>Exchange Act</U>&#148;), other than an &#147;Exempt Person&#148; (as
hereinafter defined), hereafter becomes the &#147;beneficial owner,&#148; as defined in Rule&nbsp;13d-3 under of
the Exchange Act, directly or indirectly, of securities of the Company representing twenty-five
percent (25%) or more of the total combined voting power of the Company&#146;s then outstanding
securities; <I>provided, however</I>, that a Change of Control for purposes of this Agreement shall be
deemed to have occurred if any person qualifying as an Exempt Person pursuant to <U>Section
2.8(c)</U> hereof increases, whether in one or more related or unrelated transactions, its
beneficial ownership of securities of the Company on or after the date hereof by ten percent (10%)
or more (other than as a result of one or more increases due solely to transfers to such person
from one or more of its affiliates of securities of the Company owned by such affiliates on the
date hereof) from the level of its beneficial ownership of securities of the Company on the date
hereof; and <I>provided further</I>, that for the purposes of this <U>Section&nbsp;2.5(a)</U> a Change of
Control shall not be deemed to have occurred as a result of any acquisition of securities by any
person directly from the Company or as a result of any acquisition by the Company of its
outstanding securities;
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;during any period of two (2)&nbsp;consecutive years, individuals who at the beginning of such
period constitute the Board and any new director whose election by the Board or nomination for
election by the Company&#146;s stockholders was approved by a vote of at least two-thirds (2/3) of the
directors then still in office who either were directors at the beginning of the period or whose
election or nomination for election was previously so approved, cease for any reason to constitute
a majority of the Board;
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c)&nbsp;the stockholders of the Company approve a merger or consolidation of the Company with any
other corporation or entity, other than a merger or consolidation which would result in the voting
securities of the Company outstanding immediately prior thereto continuing to represent (either by
remaining outstanding or by being converted into voting securities of the surviving entity) at
least eighty percent (80%) of the total voting power represented by the voting securities of the
Company or such surviving entity outstanding immediately after such merger or consolidation;
provided that such merger or consolidation is consummated; or
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(d)&nbsp;the stockholders of the Company approve a plan of complete liquidation of the Company or
an agreement for the sale or disposition by the Company, in one transaction or a series of
transactions, of all or substantially all of the Company&#146;s assets; provided that such sale or
disposition is consummated.
</DIV>

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<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;2.6. <U>Company</U>. For purposes of this Agreement, the &#147;<U>Company</U>&#148; shall mean MTI
Technology Corporation, a corporation organized under the laws of the State of Delaware,
and its subsidiaries and shall include the Company&#146;s Successors and Assigns (as hereinafter
defined).
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;2.7. <U>Disability</U>. For purposes of this Agreement, &#147;<U>Disability</U>&#148; shall mean a
physical or mental impairment that limits a major life activity of the Employee and cannot be
reasonably accommodated without undue hardship to the Company.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;2.8. <U>Exempt Person</U>. For purposes of this Agreement, &#147;<U>Exempt Person</U>&#148; shall mean:
(a)&nbsp;a trustee or other fiduciary holding securities under an employee benefit plan of the Company
in such capacity, (b)&nbsp;a corporation or other entity owned, directly or indirectly, by the
stockholders of the Company in substantially the same proportions as their ownership of stock of
the Company, or (c)&nbsp;any beneficial stockholder or group, as defined by Rule&nbsp;13d-5 of the Exchange
Act, which holds as of the date hereof securities possessing more than twenty-five percent (25%) of
the total combined voting power of the Company&#146;s outstanding securities.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;2.9 <U>Good Reason</U>.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;For purposes of this Agreement, &#147;<U>Good Reason</U>&#148; shall mean any of the events or
conditions described in the following subsections:
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(i)&nbsp;a change in the Employee&#146;s status, title, position or responsibilities (including
reporting responsibilities) that represents a material adverse change from the Employee&#146;s status,
title, position or responsibilities as in effect within the ninety (90)&nbsp;days preceding the date of
a Change of Control or at any time thereafter; the assignment to the Employee of any duties or
responsibilities that are materially inconsistent with the Employee&#146;s status, title, position or
responsibilities as in effect immediately prior to the date of the Change of Control; or any
removal of the Employee from or failure to reappoint or reelect the Employee to the office or
position (or to a substantially similar office or position) in which the Employee served
immediately prior to the date of the Change of Control, except in connection with the termination
of the Employee&#146;s employment as a result of the Employee&#146;s death, or for Disability or Cause;
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(ii)&nbsp;a reduction in the Employee&#146;s base salary in effect immediately prior to the date of the
Change of Control or any failure to pay the Employee any compensation or benefits to which the
Employee is entitled within ten (10)&nbsp;days after receipt of written notice from the Employee;
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(iii)&nbsp;the Company&#146;s requiring the Employee to be based at any location outside a fifty
(50)-mile radius from the location at which the Employee was based immediately prior to the Change
of Control, except for reasonably required travel on the Company&#146;s business which is not materially
greater than such travel requirements generally
</DIV>

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<DIV align="left" style="font-size: 10pt; margin-top: 6pt">required of the Employee to adequately and
appropriately perform his or her duties prior to the Change of Control;
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(iv)&nbsp;the failure by the Company to (A)&nbsp;continue in effect (without reduction in benefit level
and/or reward opportunities) any material compensation or
employee benefit plan in which the Employee was participating at any time within ninety (90)&nbsp;days
preceding the date of a Change of Control or at any time thereafter unless such plan is replaced
with a plan that provides substantially equivalent compensation or benefits to the Employee, or (B)
provide the Employee with compensation and benefits, in the aggregate, at least equal (in terms of
benefit levels and/or reward opportunities) to those provided for under each other employee benefit
plan, program and practice in which the Employee was participating at any time within ninety (90)
days preceding the date of a Change of Control or at any time thereafter;
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(v)&nbsp;the insolvency or the filing (by any party, including the Company) of a petition for
bankruptcy of the Company, which petition is not dismissed within sixty (60)&nbsp;days after such
filing;
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(vi)&nbsp;any material breach by the Company of any provision of this Agreement, and failure of the
Company to cure such breach within thirty (30)&nbsp;days from the Company&#146;s receipt of written notice
from the Employee setting forth the nature of the alleged breach;
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(vii)&nbsp;any purported termination of the Employee&#146;s employment for Cause by the Company which
does not comply with the terms of <U>Section&nbsp;2.4</U> hereof; or
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(viii)&nbsp;the failure of the Company to obtain an agreement, satisfactory to the Employee, from
any Successors and Assigns to assume and agree to perform this Agreement, as contemplated in
<U>Section&nbsp;6</U> hereof.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;The Employee&#146;s right to terminate the Employee&#146;s employment pursuant to this <U>Section
2.9</U> shall not be affected by the Employee&#146;s incapacity due to physical or mental illness.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;2.10. <U>Notice Of Termination</U>. For purposes of this Agreement, &#147;<U>Notice of
Termination</U>&#148; shall mean a written notice of termination of the Employee&#146;s employment from the
Company, which notice indicates the date on which termination is to be effective, the specific
termination provision in this Agreement relied upon and which sets forth in reasonable detail the
facts and circumstances claimed to provide a basis for termination of the Employee&#146;s employment
under the provision so indicated.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;2.11. <U>Pro Rata Bonus</U>. For purposes of this Agreement, &#147;<U>Pro Rata Bonus</U>&#148; shall mean
an amount equal to the Bonus Amount multiplied by a fraction the numerator of which is the number
of days in the fiscal year through the Termination Date and the denominator of which is 365.
</DIV>

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<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;2.12. <U>Successors And Assigns</U>. For purposes of this Agreement, &#147;<U>Successors and
Assigns</U>&#148; shall mean a corporation or other individual, group or entity acquiring all or
substantially all of the assets and business of the Company (including the rights and obligations
created by this Agreement) whether by operation of law or otherwise.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;2.13. <U>Termination Date</U>. For purposes of this Agreement, &#147;<U>Termination Date</U>&#148; shall
mean (a)&nbsp;in the case of the Employee&#146;s death, the Employee&#146;s date of death, (b)&nbsp;in the case of Good
Reason, the last day of the Employee&#146;s employment and, (c)&nbsp;in all other cases, the date specified
in the Notice of Termination; <I>provided, however</I>, that if the Employee&#146;s employment is terminated by
the Company for Cause or due to Disability, the date specified in the Notice of Termination shall
be at least fifteen (15)&nbsp;days from the date the Notice of Termination is given to the Employee; and
<I>provided further, </I>that if the Employee&#146;s employment is to be terminated by the Company due to
Disability, such employment shall not be terminated if the Employee returns to the full-time
performance of his or her duties prior to the date specified in the Notice of Termination. The
&#147;date&#148; of a Change of Control pursuant to <U>Section&nbsp;2.5(c)</U> or <U>(d)</U> shall be the date
of stockholder approval.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;3.&nbsp;<U>Termination Of Employment</U>. If, during the term of this Agreement, the Employee&#146;s
employment with the Company shall be terminated within twelve (12)&nbsp;months following a Change of
Control, and subject to the Employee&#146;s execution of a release agreement as set forth in <U>Section
16</U> hereof, the Employee shall be entitled to the following compensation and benefits:
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;If the Employee&#146;s employment with the Company is terminated (i)&nbsp;by the Company for Cause
or Disability, (ii)&nbsp;by reason of the Employee&#146;s death or (iii)&nbsp;by the Employee other than for Good
Reason, the Company shall pay to the Employee the Accrued Compensation and, if such termination is
by the Company for Disability, or by reason of the Employee&#146;s death, then the Company shall also
pay the Employee a Pro Rata Bonus.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;If the Employee&#146;s employment with the Company shall be terminated for any reason other
than as specified in <U>Section&nbsp;3(a)</U> hereof, the Employee shall be entitled to the following:
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(i)&nbsp;the Company shall pay the Employee all Accrued Compensation and a Pro Rata Bonus;
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(ii)&nbsp;the Company shall pay the Employee as severance pay, in lieu of any further compensation
for periods subsequent to the Termination Date, an amount in cash equal to the sum of (A)&nbsp;the Base
Amount and (B)&nbsp;the Bonus Amount;
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(iii)&nbsp;The Employee&#146;s right and entitlement to any unvested stock options, restricted stock, or
other securities or similar incentives which have been granted or issued to the Employee as of the
Termination Date pursuant to any employee benefit plan, agreement, understanding or arrangement
which would have vested (with the Employee&#146;s
</DIV>

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<DIV align="left" style="font-size: 10pt; margin-top: 6pt">continued employment and the passage of time) during
the period commencing upon the Termination Date and continuing for twelve (12)&nbsp;months thereafter,
shall immediately vest and shall be free from any restrictions (other than those imposed by
applicable state and federal securities laws). All such securities shall continue to be
exercisable, if applicable, for ninety (90)&nbsp;days from the Termination Date or until the terms of
such securities would have otherwise expired (if applicable), whichever is earlier; and
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(iv)&nbsp;for the twelve (12)&nbsp;month period immediately following the Employee&#146;s Termination Date
(the &#147;<U>Continuation Period</U>&#148;), the Company shall, at its expense, continue on behalf of the
Employee and the Employee&#146;s dependents and beneficiaries the life insurance, disability, medical,
dental and hospitalization benefits provided (A)&nbsp;to the Employee at any time during the ninety
(90)-day period prior to the Change of Control or at any time thereafter or (B)&nbsp;to other similarly
situated employees who continue in the employ of the Company during the Continuation Period. The
coverage and benefits (including deductibles and costs) provided in this <U>Section&nbsp;3(b)(iv)</U>
during the Continuation Period shall be no less favorable to the Employee and the Employee&#146;s
dependents and beneficiaries than the most favorable of such coverages and benefits during any of
the periods referred to in clauses (A)&nbsp;and (B)&nbsp;above. The Company&#146;s obligation hereunder with
respect to the foregoing benefits shall be limited to the extent that the Employee obtains any such
benefits pursuant to a subsequent employer&#146;s benefit plans, in which case the Company may reduce
the coverage of any benefits it is required to provide the Employee hereunder as long as the
aggregate coverages and benefits of the combined benefit plans are no less favorable to the
Employee than the coverages and benefits required to be provided hereunder. This <U>Section
3(b)(iv)</U> shall not be interpreted so as to limit any benefits to which the Employee or the
Employee&#146;s dependents or beneficiaries may be entitled under any of the Company&#146;s employee benefit
plans, programs or practices following the Employee&#146;s termination of employment, including without
limitation, retiree medical and life insurance benefits.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c)&nbsp;The amounts provided for in <U>Section&nbsp;3(a)</U> and <U>Section&nbsp;3(b)(i)</U> hereof shall
be paid in a single lump sum cash payment within forty-five (45)&nbsp;days after the Employee&#146;s
Termination Date (or earlier, if required by applicable law). Subject to <U>Section&nbsp;3(h)</U>
hereof, the amounts provided for in <U>Section&nbsp;3(b)(ii)</U> hereof shall be paid (without
interest) in equal installments, in accordance with the Company&#146;s standard payroll practices and
less applicable taxes and withholding amounts, over the twelve (12)&nbsp;month period immediately
following the Employee&#146;s Termination Date.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(d)&nbsp;The Employee shall not be required to mitigate the amount of any payment provided for in
this Agreement by seeking other employment or otherwise, and no such payment shall be offset or
reduced by the amount of any compensation or benefits provided to the Employee in any subsequent
employment except as provided in <U>Section&nbsp;3(b)(iv)</U> hereof.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(e)&nbsp;The severance pay and other benefits provided for in this <U>Section&nbsp;3</U> shall be in
lieu of any other severance or termination pay to which the Employee may be entitled under any
Company severance or termination plan, program, practice or arrangement.
</DIV>

<P align="center" style="font-size: 10pt">Page 7 of  14
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(f)&nbsp;The Employee&#146;s entitlement to any other compensation or benefits shall be determined in
accordance with the Company&#146;s employee benefit plans and other applicable programs, policies and
practices then in effect.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(g)&nbsp;If the Employee&#146;s employment with the Company is terminated during the ninety (90)&nbsp;day
period immediately preceding a Change of Control, the Employee shall be entitled to the amounts
provided for in <U>Section&nbsp;3(a)</U> or <U>Section&nbsp;3(b)</U> hereof, as applicable, if the Employee
can demonstrate that the termination (A)&nbsp;was at the request of a third party who
has taken steps reasonably calculated to effect a Change of Control or (B)&nbsp;otherwise arose in
connection with or in anticipation of a Change of Control.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(h)&nbsp;The Company shall have the authority, in its sole judgment and discretion, to delay the
payment of any amounts or the provision of any benefits under this Agreement to any extent it
determines in its discretion that such delay is required by Code Section&nbsp;409A (or regulations or
rulings thereunder) because the payment of any such amount or the provision of any such benefit
would otherwise constitute the distribution to a key employee of a public company within six months
after such key employee&#146;s separation from service, as set forth in Code Section&nbsp;409A(a)(2)(B)(i).
The amounts provided for in <U>Section&nbsp;3(b)(ii)</U> hereof shall be paid in accordance with
<U>Section&nbsp;3(c)</U> hereof unless such payments may not be begun before the date that is six
months after the Termination Date as provided in Section&nbsp;409A(a)(2) of the Code in order to meet
the requirements of Section&nbsp;409A of the Code, as determined by the Company in its sole judgment and
discretion, in which case the sum of the payments that otherwise would have been made during such
six (6)&nbsp;month period shall be paid (with interest of 5% per annum) in a single lump sum payment as
soon as administratively practicable following the date that is six months after the Termination
Date.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;4.&nbsp;<U>Notice Of Termination</U>. Within one (1)&nbsp;year following a Change of Control, any purported
termination of the Employee&#146;s employment shall be communicated by Notice of Termination to the
Employee. For purposes of this Agreement, no such purported termination shall be effective without
such Notice of Termination.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;5.&nbsp;<U>Excise Tax Limitation</U>.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;Notwithstanding anything contained in this Agreement, in the event that any payment,
benefit or distribution (within the meaning of Section&nbsp;280G(b)(2) of the Internal Revenue Code of
1986, as amended (the &#147;<U>Code</U>&#148;)), to the Employee or for the Employee&#146;s benefit paid or
payable or distributed or distributable pursuant to the terms of this Agreement or otherwise in
connection with, or arising out of, the Employee&#146;s employment with the Company or a Change of
Control (a &#147;<U>Payment</U>&#148; or &#147;<U>Payments</U>&#148;) would be subject to the excise tax imposed by
Section&nbsp;4999 of the Code (the &#147;<U>Excise Tax</U>&#148;), the Payments shall be reduced (but not below
zero) if and to the extent necessary so that no Payment to be made or benefit to be provided to the
Employee shall be subject to the Excise Tax (such reduced Payments being hereinafter referred to as
the &#147;<U>Limited Payment Amount</U>&#148;). Unless the Employee shall have given prior written notice
specifying a different order to the Company to effectuate the Limited Payment Amount, the Company
shall reduce or eliminate the Payments by first reducing or eliminating cash
</DIV>

<P align="center" style="font-size: 10pt">Page 8 of  14
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">



<DIV align="left" style="font-size: 10pt; margin-top: 6pt">payments and then by
reducing those payments or benefits which are not payable in cash, in each case in reverse order
beginning with payments or benefits which are to be paid the farthest in time from the
Determination (as hereinafter defined). Any notice given by the Employee pursuant to the preceding
sentence shall take precedence over the provisions of any other plan, arrangement or agreement
governing the Employee&#146;s rights and entitlements to any benefits or compensation.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;An initial determination as to whether the Payments shall be reduced to the Limited
Payment Amount and the amount of such Limited Payment Amount shall be made,
at the Company&#146;s expense, by the accounting firm that is the Company&#146;s independent accounting
firm as of the date of the Change of Control or, if such firm is prohibited from performing such
services by applicable law, then such accounting firm as the Board or the Audit Committee thereof,
shall approve (the &#147;<U>Accounting Firm</U>&#148;). The Accounting Firm shall provide its determination
(the &#147;<U>Determination</U>&#148;), together with detailed supporting calculations and documentation, to
the Company and the Employee within twenty (20)&nbsp;days of the Termination Date if applicable, or such
other time as requested by the Company or by the Employee (provided the Employee reasonably
believes that any of the Payments may be subject to the Excise Tax), and if the Accounting Firm
determines that there is substantial authority (within the meaning of Section&nbsp;6662 of the Code)
that no Excise Tax is payable by the Employee with respect to a Payment or Payments, it shall
furnish the Employee with an opinion reasonably acceptable to the Employee that no Excise Tax will
be imposed with respect to any such Payment or Payments. Within ten (10)&nbsp;days of the delivery of
the Determination to the Employee, the Employee shall have the right to dispute the Determination
(the &#147;<U>Dispute</U>&#148;). If there is no Dispute, the Determination shall be binding, final and
conclusive upon the Company and the Employee subject to the application of <U>Section&nbsp;5(c)</U>
hereof.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c)&nbsp;As a result of the uncertainty in the application of Sections&nbsp;4999 and 280G of the Code,
it is possible that the Payments to be made to, or provided for the benefit of, the Employee either
will be greater (an &#147;<U>Excess Payment</U>&#148;) or less (an &#147;<U>Underpayment</U>&#148;) than the amounts
provided for by the limitations contained in <U>Section&nbsp;5(a)</U> hereof. If it is established
pursuant to a final determination of a court or an Internal Revenue Service (the &#147;<U>IRS</U>&#148;)
proceeding which has been finally and conclusively resolved that an Excess Payment has been made,
such Excess Payment shall be deemed for all purposes to be a loan, to the extent permitted by
applicable law, to the Employee made on the date the Employee received the Excess Payment and the
Employee shall repay the Excess Payment to the Company on demand (but not less than ten (10)&nbsp;days
after written notice is received by the Employee) together with interest on the Excess Payment at
the &#147;Applicable Federal Rate&#148; (as defined in Section 1274(d) of the Code) from the date of the
Employee&#146;s receipt of such Excess Payment until the date of such repayment. In the event that it
is determined by (i)&nbsp;the Accounting Firm, the Company (which shall include the position taken by
the Company, or together with its consolidated group, on its federal income tax return) or the IRS,
(ii)&nbsp;pursuant to a determination by a court, or (iii)&nbsp;upon the resolution to the Employee&#146;s
satisfaction of the Dispute that an Underpayment has occurred, the Company shall pay an amount
equal to the Underpayment to the Employee within ten (10)&nbsp;days of such determination or resolution,
together with interest on such amount at the Applicable Federal Rate from the date such amount
would have been paid to the Employee until the date of payment.
</DIV>

<P align="center" style="font-size: 10pt">Page 9 of  14
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;6.&nbsp;<U>Successors; Binding Agreement</U>.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;This Agreement shall be binding upon and shall inure to the benefit of the Company and its
Successors and Assigns. The Company shall require (i)&nbsp;any Successors and Assigns to expressly
assume and agree to perform this Agreement in the same manner and to the same extent that the
Company would be required to perform it if no such succession or assignment had taken place, and
(ii)&nbsp;the parent entity, if any, of any such Successors and Assigns to guarantee the performance of
any such Successors and Assigns hereunder.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;Neither this Agreement nor any right or interest hereunder shall be assignable or
transferable by the Employee or the Employee&#146;s beneficiaries or legal representatives, except by
will or by the laws of descent and distribution. This Agreement shall inure to the benefit of and
be enforceable by the Employee&#146;s legal personal representatives, executors, administrators,
successors, heirs, distributees, devisees and legatees.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;7.&nbsp;<U>Confidential Information</U>. The Employee understands and acknowledges that his work
as an employee of the Company involves access to and creation of confidential, proprietary, and
trade secret information of the Company and its affiliates, consultants, customers, clients, and
business associates (collectively, as defined more extensively in <U>Exhibit &#147;A&#148;</U>,
&#147;<U>Proprietary Information</U>&#148;). The Employee acknowledges that he executed a Proprietary
Information Agreement to protect Proprietary Information and that he shall continue to be bound by
the Proprietary Information Agreement, which is hereby incorporated by reference herein and made a
part of this Agreement, and which shall, in accordance with its terms, survive the termination of
the Employee&#146;s employment. A copy of the Proprietary Information Agreement is attached to this
Agreement as <U>Exhibit &#147;A&#148;</U>.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;8.&nbsp;<U>Notice</U>. All notices, requests, demands, and other communications hereunder shall be in
writing, and shall be delivered in person, by facsimile, or by certified or registered mail with
return receipt requested. Each such notice, request, demand, or other communication shall be
effective (a)&nbsp;if delivered by hand, when delivered at the address specified in this <U>Section
8</U>; (b)&nbsp;if given by facsimile, when such facsimile is transmitted to the telefacsimile number
specified in this <U>Section&nbsp;8</U> and confirmation is received; or (c)&nbsp;if given by certified or
registered mail, three days after the mailing thereof. Notices shall be delivered as follows:
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 30%">If to the Company:

</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 30%">MTI Technology Corporation<BR>
17595 Cartwright Road<BR>
Irvine, California 92614<BR>
Attention: Chief Financial Officer<BR>
Fax: (949)&nbsp;251-1102

</DIV>

<P align="center" style="font-size: 10pt">Page 10 of  14
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">

<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 30%">With a copy to:

</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 30%">Morrison &#038; Foerster LLP<BR>
19900 MacArthur Blvd., Suite&nbsp;1200<BR>
Irvine, California 92612<BR>
Attention: Tamara P. Tate, Esq.<BR>
Fax: (949)&nbsp;251-7500

</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 30%">If to the Employee:

</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 30%"><DIV style="font-size: 3pt; margin-top: 16pt; width: 36%; border-top: 1px solid #000000">&nbsp;</DIV>

</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 30%"><DIV style="font-size: 3pt; margin-top: 16pt; width: 36%; border-top: 1px solid #000000">&nbsp;</DIV>

</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 30%"><DIV style="font-size: 3pt; margin-top: 16pt; width: 36%; border-top: 1px solid #000000">&nbsp;</DIV>

</DIV>
<DIV align="left" style="font-size: 10pt; margin-top: 6pt">Any party may change its address or other contact information for the purposes hereof by providing
notice thereof to the other party in accordance with the foregoing provisions.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;9.&nbsp;<U>Non-Exclusivity Of Rights</U>. Nothing in this Agreement shall prevent or limit the
Employee&#146;s continuing or future participation in any benefit, bonus, incentive or other plan or
program provided by the Company (except for any severance or termination policies, plans, programs
or practices) and for which the Employee may qualify, nor shall anything herein limit or reduce
such rights as the Employee may have under any other agreements with the Company (except for any
severance or termination agreement). Amounts which are vested benefits or which the Employee is
otherwise entitled to receive under any plan or program of the Company shall be payable in
accordance with such plan or program, except as explicitly modified by this Agreement.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;10.&nbsp;<U>No Implied Employment Rights.</U> The Employee hereby acknowledges and agrees that nothing
in this Agreement shall be construed to imply that his or her employment is guaranteed for any
period of time. The Employee understands and agrees that his or her employment is, unless
otherwise specified in a written agreement signed by the Employee and a duly authorized executive
officer of the Company, &#147;at will,&#148; which means that either the Company or the Employee can
terminate the employment relationship at any time, with or without advance notice, for any reason
or no reason, and with or without cause. The Employee acknowledges and agrees that the only way
that his or her &#147;at will&#148; employment relationship, if applicable, can be altered is by a written
agreement signed by the Employee and a duly authorized executive officer of the Company.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;11.&nbsp;<U>Settlement Of Claims</U>. The Employee hereby agrees that, to the extent permitted by law,
the Company&#146;s obligation to make payments provided for in this Agreement and otherwise to perform
its obligations hereunder shall be reduced by any amounts owed by the Employee to the Company
including, without limitation, any set-off, counterclaim, recoupment, defense or other right which
the Company may have against the Employee.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;12.&nbsp;<U>Miscellaneous</U>. No provision of this Agreement may be modified, waived or discharged,
unless such waiver, modification or discharge is agreed to in writing and signed by
</DIV>

<P align="center" style="font-size: 10pt">Page 11 of  14
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">



<DIV align="left" style="font-size: 10pt; margin-top: 6pt">the Employee
and the Company. No waiver by either party hereto at any time of any breach by
the other party hereto, or compliance with, any condition or provision of this Agreement to be
performed by such other party shall be deemed a waiver of similar or dissimilar provisions or
conditions at the same or at any prior or subsequent time. No agreement or representation, oral or
otherwise, express or implied, with respect to the subject matter hereof has been made by either
party which is not expressly set forth in this Agreement.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;13.&nbsp;<U>Governing Law</U>. This Agreement has been negotiated and executed in the State of
California and is to be performed in Orange County, California. This Agreement shall be governed
by and interpreted in accordance with the laws of the State of California, including all matters of
construction, validity, performance, and enforcement, without giving effect to principles of
conflict of laws. Any dispute, action, litigation, or other proceeding concerning this Agreement
shall be instituted, maintained, heard, and decided in Orange County, California.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;14.&nbsp;<U>Severability</U>. If any provision of this Agreement, or the application thereof in any
circumstance, is or becomes illegal, invalid or unenforceable, such provision shall be deemed
severable and the invalidity or unenforceability of any such provision shall not affect the
validity or enforceability of the other provisions hereof.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;15.&nbsp;<U>Entire Agreement</U>. This Agreement constitutes the entire agreement between the parties
hereto and supersedes all prior agreements, understandings and arrangements, if any, whether oral
or written, between the parties hereto with respect to the subject matter hereof, including, but
not limited to, any prior severance, change of control or similar agreements, understandings or
arrangements previously entered into between the Company and the Employee.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;16.&nbsp;<U>Severance And Release Agreement</U>. The Employee&#146;s right to the severance payments
under this Agreement shall be conditioned upon the Employee&#146;s execution and delivery of a release
agreement in a form satisfactory to the Company, which is not revoked by the Employee.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;17.&nbsp;<U>Remedies</U>. All rights, remedies, undertakings, obligations, options, covenants,
conditions, and agreements contained in this Agreement shall be cumulative and no one of them shall
be exclusive of any other.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;18.&nbsp;<U>Interpretation</U>. The language in all parts of this Agreement shall be in all cases
construed simply according to its fair meaning and not strictly for or against any party. Whenever
the context requires, all words used in the singular will be construed to have been used in the
plural, and vice versa. The descriptive headings of the sections and subsections of this Agreement
are inserted for convenience only and shall not control or affect the interpretation or
construction of any of the provisions herein.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;19.&nbsp;<U>Counterparts</U>. This Agreement may be executed in any number of counterparts, each of
which shall be deemed to be an original, but all of which together shall constitute one and the
same instrument.
</DIV>

<P align="center" style="font-size: 10pt">Page 12 of  14
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;20.&nbsp;<U>Further Documents and Acts</U>. Each of the parties hereto agrees to cooperate in good
faith with the other and to execute and deliver such further instruments and perform such other
acts as may be reasonably necessary or appropriate to consummate and carry into effect the
transactions contemplated under this Agreement.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;21.&nbsp;<U>Consultation with Counsel</U>. The Employee acknowledges (a)&nbsp;that he or she has been given
the opportunity to consult with counsel of his or her own choice concerning this Agreement, and (b)
that he or she has read and understands this Agreement, is fully aware of its legal effect, and has
entered into it freely based upon his or her own judgment with or without the advice of such
counsel.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;THE EMPLOYEE ACKNOWLEDGES THAT HE OR SHE HAS READ THIS AGREEMENT AND UNDERSTANDS ITS CONTENTS.
THE EMPLOYEE FURTHER ACKNOWLEDGES THAT HE OR SHE HAS BEEN ADVISED BY THE COMPANY OF HIS OR HER
RIGHT TO CONSULT WITH LEGAL COUNSEL OF HIS OR HER OWN CHOICE CONCERNING THIS AGREEMENT. BY SIGNING
THIS AGREEMENT, THE EMPLOYEE AND THE COMPANY AGREE TO BE BOUND BY ALL OF THE TERMS AND CONDITIONS
OF THIS AGREEMENT.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;IN WITNESS WHEREOF, the Company has caused this Agreement to be executed by its duly
authorized officer and the Employee has executed this Agreement as of the day and year first above
written.
</DIV>

<TABLE width="100%" border="0" cellspacing="0" cellpadding="0" style="font-size: 10pt">
<TR>
    <TD width="48%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="35%">&nbsp;</TD>
    <TD width="15%">&nbsp;</TD>
</TR>
<TR>
    <TD valign="top" align="left">&nbsp;</TD>
    <TD colspan="3" align="left">MTI TECHNOLOGY CORPORATION<BR>
&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR>
    <TD align="left">&nbsp;</TD>
    <TD valign="top">By:&nbsp;&nbsp;</TD>
    <TD colspan="2" style="border-bottom: 1px solid #000000" align="left">&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR>
    <TD align="left">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD colspan="2" align="left">Title:&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR>
    <TD align="left">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD colspan="2" align="left">&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>
</TABLE>

<TABLE width="100%" border="0" cellspacing="0" cellpadding="0" style="font-size: 10pt">
<TR>
    <TD width="48%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="35%">&nbsp;</TD>
    <TD width="15%">&nbsp;</TD>
</TR>
<TR>
    <TD valign="top" align="left">&nbsp;</TD>
    <TD colspan="3" align="left">EMPLOYEE</TD>
    <TD>&nbsp;</TD>
</TR>

<TR>
    <TD align="left">&nbsp;</TD>
    <TD colspan="3" align="left">&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>

<TR>
    <TD align="left">&nbsp;</TD>
    <TD colspan="3" style="border-bottom: 1px solid #000000" align="left">&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR>
    <TD align="left">&nbsp;</TD>
    <TD colspan="3" align="left">Name:&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>

<TR>
    <TD align="left">&nbsp;</TD>
    <TD colspan="3" align="left">&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>

</TABLE>

<P align="center" style="font-size: 10pt">Page 13 of  14
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<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><U><B>Exhibit&nbsp;A</B></U>
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<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>PROPRIETARY INFORMATION AGREEMENT</B>
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<P align="center" style="font-size: 10pt">Page 14 of  14
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