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Second Waiver And Consent - MTI TECHNOLOGY CORP - 6-30-2006

VIEWS: 8 PAGES: 46

									                                                   EXHIBIT 10.30

                                     SECOND WAIVER AND CONSENT

This Second Waiver and Consent is entered into as of this 28th day of December, 2004, by and between The
Canopy Group, Inc., a Utah corporation
("Canopy"), and MTI Technology Corporation, a Delaware corporation ("MTI")
(hereinafter collectively referred to as the "Parties"), with reference to the following:

                                                     RECITALS

A. On June 27, 2002, the Parties entered into a Loan Agreement (the "Canopy Loan Agreement") whereby
Canopy granted credit and credit accommodations for a revolving line of credit loan of up to Seven Million
Dollars ($7,000,000) for its working capital and other corporation purposes.

B. On June 27, 2002, MTI executed a promissory note (the "Note") in the amount of Seven Million Dollars
($7,000,000) in favor of Canopy secured by the collateral described in that certain Security Agreement between
MTI and Canopy dated as of the date thereof (the "Security Agreement"), perfected by the filing of a UCC
Financing Statement.

C. The collateral transferred, conveyed, assigned and granted to Canopy pursuant to the terms of the Security
Agreement includes a security interest in MTI of all "general intangibles," as such term is defined in the UCC,
including, but not limited to, all patents and patent applications, and in all "accounts," as such term is defined in the
UCC, including, but not limited to all of MTI's accounts receivable.

D. On November 13, 2002, Comerica Bank-California and MTI entered into a Loan and Security Agreement
(the "Comerica Loan"). In connection with the Comerica Loan, Canopy secured the line of credit for MTI by
guaranteeing the Comerica Loan and provided a Seven Million Dollar ($7,000,0000) letter of credit from
Canopy's bank, Bank of America, for the purpose of creating a security interest under the Comerica Loan (the
"Comerica Loan Security Interest").

E. On December 5, 2002, MTI paid off the outstanding balance of the Note; the Security Agreement and the
underlying security interest were continued for the purpose of Canopy guaranteeing the Comerica Loan.

F. As of June 14, 2004, MTI and Canopy entered into that certain First Amendment to Loan Agreement, which
documented the arrangement described in recital E above, terminating MTI's right to borrow cash under the
Canopy Loan Agreement.

G. Also as of June 14, 2004, Canopy and MTI entered into that certain Waiver and Consent, pursuant to which
Canopy consented to certain financing activities of MTI and agreed to release its lien on certain of MTI's
intellectual property while retaining its lien on the remaining MTI assets as collateral security for the obligations of
MTI to Canopy described above.

H. MTI and Canopy now desire to agree that Canopy will release its lien on the Released Collateral (defined
below) in return for MTI's commitment to pay down the Comerica Loan, with the understanding that the
Comerica Loan Security Interest will continue in place and that MTI shall be allowed to incur indebtedness from
third parties and pledge the Released Collateral as collateral security therefor. The "Released Collateral" shall
mean the property described on Exhibit A hereto.



I. Canopy is MTI's major stockholder and beneficially holds approximately 42% of all outstanding common
stock in MTI and agrees that it is in the best interest of MTI and its stockholders that it waive and release any
right, title and interest it may have in and to the Released Collateral secured by the Security Agreement.

NOW, THEREFORE, to that end and in consideration of the premises, covenants and agreements set forth
below, and the mutual benefits to be derived from the transactions described above and other good and valuable
consideration, the parties hereby agree as follows.

1. Canopy hereby waives and releases any rights, title and interest that it may have in and to the Released
Collateral (the "Security Interest") and hereby authorizes MTI to cause partial UCC lien releases for the Released
Collateral in the forms attached hereto as Exhibit B. Canopy will cooperate with MTI to provide to MTI any
other documents, instruments and agreements reasonably required to confirm Canopy's release of the Released
Collateral.

2. Canopy hereby approves and consents to MTI's incurrence of third party indebtedness and the pledge of the
Released Collateral as collateral security therefor, and acknowledges that the consummation of any such
transaction or transactions will not constitute a breach or default under any provision of the Canopy Loan
Agreement or the Security Agreement (the "Canopy Agreements").

3. MTI hereby represents, warrants, covenants and agrees that:

(a) MTI has $5,500,000.00 outstanding under the Comerica Loan as of the date hereof;

(b) MTI shall not incur any additional indebtedness under the Comerica Loan, and shall pay all accrued interest
on the outstanding balance as the same becomes due; and

(c) on each of February 15, 2005, May 15, 2005 and August 15, 2005, MTI shall make a principal repayment
under the Comerica Loan equal to $1,833,000.00.

4. Canopy hereby acknowledges that as of the date hereof, there has not been any default by MTI under the
Canopy Agreements, and that to the extent that any action undertaken by MTI as of the date hereof may be
construed as a default under the Canopy Agreements because such action was not evidenced by a formal waiver
("Past Actions"), Canopy hereby waives any and all such Past Actions as a default under the Canopy
Agreements.

5. All other terms of the Canopy Agreements shall remain in full force and effect except as to provisions expressly
modified herein. This Waiver and Consent (a) is not intended for and shall not be construed for the benefit of any
party not a signatory hereto; (b) shall be binding upon, and inure to the benefit of the parties hereto and their
respective successors and assigns; and (c) constitutes the entire agreement (including all representations and
promises made) among the parties with respect to the subject matter hereof.

                                                        2


6. This Waiver and Consent may be executed in two or more counterparts, each of which shall be deemed an
original and all of which together shall constitute one instrument.

IN WITNESS WHEREOF, the undersigned has executed this Waiver and Consent as of the date first set forth
above.

THE CANOPY GROUP, INC., a Utah corporation

                               By: /s/ W. Mustard
                                  ----------------------------------------
                               Its: President and CEO




                                  MTI TECHNOLOGY CORPORATION,
                                         a Delaware corporation

                               By: /s/ Scott Poteracki
                                  ----------------------------------------
                               Its: CFO
                                                          3


                                                     Exhibit A

The term "Released Collateral" shall mean the following properties, assets and rights of the MTI, wherever
located, whether now owned or hereafter acquired or arising:

(a) All of MTI's Accounts (defined below), and all of MTI's money, contract rights, chattel paper, documents,
deposit accounts, securities, investment property and instruments with respect thereto, and all of MTI's rights,
remedies, security, liens and supporting obligations, in, to and in respect of the foregoing, including, without
limitation, rights of stoppage in transit, replevin, repossession and reclamation and other rights and remedies of an
unpaid vendor, lienor or secured party, guaranties or other contracts of suretyship with respect to the Accounts,
deposits or other security for the obligation of any account debtor, and credit and other insurance;

(b) To the extent not listed above, all of MTI's now owned or hereafter acquired deposit accounts into which
Accounts or the proceeds of Accounts are deposited, including any lockbox account into which Accounts are
deposited;

(c) All of MTI's existing and future customer lists, claims, books, records, ledger cards, contracts, licenses,
formulae, and computer programs, information, software, records, and data, as the same relate to the
documentation or enforcement of the Accounts;

(d) All of MTI's now owned and hereafter acquired inventory (as defined in the UCC (defined below)) consisting
of goods manufactured or provided by Secured Party (defined below), including without limitation all finished
goods, goods in transit and all returned, reclaimed or repossessed goods, in each case which consist of goods
manufactured or provided by Secured Party, and all warehouse receipts, documents of title and other documents
representing any of the foregoing (collectively, "Inventory"); and

(f) To the extent not listed above as original collateral, the proceeds (including, without limitation, insurance
proceeds) and products of all of the foregoing, including all general intangibles relating to the Inventory and the
Accounts (including but not limited to payment intangibles, letter-of-credit rights and commercial tort claims, and
rights and claims under insurance policies, in each case relating to the Inventory and the Accounts).

For purposes hereof:

(1) the term "Account" means any right to payment of a monetary obligation, whether or not earned by
performance, which relates to or arises from goods and services manufactured or provided by the Secured Party,
including without limitation, goods sold or delivered to MTI, another MTI Company (defined below), or
customers of an MTI Company, or the installation by MTI or another MTI Company of such goods. Without
limiting the generality of the foregoing, the term "Account" shall further include any "account" (as that term is
defined in the UCC now or hereafter in effect), any accounts receivable, any "health-care-insurance
receivables" (as that term is defined in the UCC now or hereafter in effect), any "payment intangibles" (as that
term is defined in the UCC now or hereafter in effect) and all other rights to payment of every kind and
description, whether or not earned by performance, in each case which relates to or arises from goods and
services manufactured or provided by Secured Party, including without limitation, goods sold or delivered to

                                                          4


MTI another MTI Company, or customers of an MTI Company, or the installation by an MTI Company of such
goods.

(2) The term "Secured Party" means EMC Corporation, a Massachusetts corporation having its principal place
of business at 176 South Street Hopkinton, MA 01748-9103, as agent for itself, for VMWare, Inc. and for all of
EMC Corporation's subsidiaries, divisions and affiliates.

(3) The term "MTI Company" means each of MTI and each subsidiary of MTI, including without limitation the
following MTI subsidiaries: MTI Technology GMBH (Germany), MTI Technology Limited (Ireland), MTI
France SA (France), MTI Technology Ireland Ltd. (Ireland), MTI Technology BV (Holland), MTI Technology
Limited (Scotland), and MTI Technology BV - Irish Branch (Ireland).

                                                          5


                                                     Exhibit B

                                             UCC-3 Partial Releases

                                                          6


                              SCHEDULE A TO UCC-3 PARTIAL RELEASE

                              Debtor:               MTI Technology Corporation
                                                    14661 Franklin Avenue
                                                    Tustin, CA 92780

                              Secured Party:        The Canopy Group, Inc.
                                                    333 South 520 West, Suite 300
                                                    Lindon, UT 84042




The Secured Party releases its security interest in the following properties, assets and rights of the Debtor,
whenever located, whether now owned or hereafter acquired or arising:

(a) All of Debtor's Accounts (defined below), and all of Debtor's money, contract rights, chattel paper,
documents, deposit accounts, securities, investment property and instruments with respect thereto, and all of
Debtor's rights, remedies, security, liens and supporting obligations, in, to and in respect of the foregoing,
including, without limitation, rights of stoppage in transit, replevin, repossession and reclamation and other rights
and remedies of an unpaid vendor, lienor or secured party, guaranties or other contracts of suretyship with
respect to the Accounts, deposits or other security for the obligation of any account debtor, and credit and other
insurance;

(b) To the extent not listed above, all of Debtor's now owned or hereafter acquired deposit accounts into which
Accounts or the proceeds of Accounts are deposited, including any lockbox account into which Accounts are
deposited;

(c) All of Debtor's existing and future customer lists, claims, books, records, ledger cards, contracts, licenses,
formulae, and computer programs, information, software, records, and data, as the same relate to the
documentation or enforcement of the Accounts;

(d) All of Debtor's now owned and hereafter acquired inventory (as defined in the UCC (defined below))
consisting of goods manufactured or provided by EMC (defined below), including without limitation all finished
goods, goods in transit and all returned, reclaimed or repossessed goods, in each case which consist of goods
manufactured or provided by EMC, and all warehouse receipts, documents of title and other documents
representing any of the foregoing (collectively, "Inventory"); and

(f) To the extent not listed above as original collateral, the proceeds (including, without limitation, insurance
proceeds) and products of all of the foregoing, including all general intangibles relating to the Inventory and the
Accounts (including but not limited to payment intangibles, letter-of-credit rights and commercial tort claims, and
rights and claims under insurance policies, in each case relating to the Inventory and the Accounts).

For purposes hereof:

(1) the term "Account" means any right to payment of a monetary obligation, whether or not earned by
performance, which relates to or arises from goods and services manufactured or provided by EMC, including
without limitation, goods sold or delivered to the
Debtor, another MTI Company (defined below), or customers of an MTI Company, or the installation by Debtor
or another MTI Company of such goods. Without limiting the generality of the foregoing, the term "Account" shall
further include any "account" (as that term is defined in the UCC now or hereafter in effect), any accounts
receivable, any "health-care-insurance receivables" (as that term is defined in the UCC now or hereafter in
effect), any "payment intangibles" (as that term is defined in the UCC now or hereafter in effect), and all other
rights to payment of every kind and description, whether or not earned by performance, in each case which
relates to or arises from goods and services manufactured or provided by EMC, including without limitation,
goods sold or delivered to the Debtor, another MTI Company, or customers of an MTI Company, or the
installation by an MTI Company of such goods.

The term "EMC" means EMC Corporation, a Massachusetts corporation having its principal place of business at
176 South Street Hopkinton, MA 01748-9103, as agent for itself, for VMWare, Inc. and for all of EMC
Corporation's subsidiaries, divisions and affiliates.

The term "MTI Company" means each of MTI Technology Corporation and each subsidiary of MTI Technology
Corporation, including without limitation the following MTI subsidiaries: MTI Technology GMBH (Germany),
MTI Technology Limited (Ireland), MTI France SA (France), MTI Technology Ireland Ltd. (Ireland), MTI
Technology BV (Holland), MTI Technology Limited (Scotland), and MTI Technology BV - Irish Branch
(Ireland).



UCC FINANCING STATEMENT AMENDMENT
FOLLOW INSTRUCTIONS (front and back) CAREFULLY

A. NAME & PHONE OF CONTACT AT FILER [optional]

B. SEND ACKNOWLEDGMENT TO: (Name and Address)

Louise A. Luongo, Paralegal
Wilmer Cutler Pickering Hale and Dorr LLP 60 State Street
Boston, MA 02109

                                                                                   THE ABOVE SPACE IS FOR
1a. INITIAL FINANCING STATEMENT FILE #                                                         1b. This F
    21593866    6/28/02                                                                            AMENDM
                                                                                                   record
                                                                                                [ ] REAL
---------------------------------------------------------------------------------------------------------
2.[ ] TERMINATION: Effectiveness of the Financing Statement identified above is terminated with respect t
      the Secured Party authorizing this Termination Statement.
---------------------------------------------------------------------------------------------------------
3.[ ] CONTINUATION: Effectiveness of the Financing Statement identified above with respect to security in
      Party authorizing this Continuation Statement is continued for the additional period provided by ap
---------------------------------------------------------------------------------------------------------
4.[ ] ASSIGNMENT (full or partial): Give name of assignee in item 7a or 7b and address of assignee in ite
      of assignor in item 9.
---------------------------------------------------------------------------------------------------------
5.[ ] AMENDMENT (PARTY INFORMATION): This Amendment affects [ ] Debtor or [ ] Secured Party of record. Ch
      boxes.

       Also check one of the following three boxes and provide appropriate information in items 6 and/or 7




[ ] CHANGE name and/or address: Give current [ ] DELETE name: Give record name                    [ ] ADD name: Complet
    record name in item 6a or 6b; also give      to be deleted in item 6a or 6b.                      item 7c; also com
    new name (if name change) in item 7a or                                                           (if applicable).
    7b and/or new address (if address change)
    in item 7c.




6. CURRENT RECORD INFORMATION:
   6a. ORGANIZATION'S NAME
       MTI TECHNOLOGY CORPORATION
OR
   6b. INDIVIDUAL'S LAST NAME                                      FIRST NAME                       MIDDL
---------------------------------------------------------------------------------------------------------
7. CHANGED (NEW) OR ADDED INFORMATION:
   7a. ORGANIZATION'S NAME

OR
     7b. INDIVIDUAL'S LAST NAME                                         FIRST NAME                       MIDDL

7c. MAILING ADDRESS                                                     CITY                             STATE

7d. TAX ID #: SSN OR EIN  ADD'L INFO RE 7e. TYPE OF ORGANIZATION 7f. JURISDICTION OF ORGANIZATION 7g.
                          ORGANIZATION
                          DEBTOR
---------------------------------------------------------------------------------------------------------
8. AMENDMENT (COLLATERAL CHANGE): check only one box.

     Describe collateral [X] deleted or [ ] added, or give entire [ ] restated collateral description, or d
     [ ] assigned.

   See attached Schedule A of deleted collateral, which collateral Secured Party releases.
---------------------------------------------------------------------------------------------------------
9. NAME OF SECURED PARTY OF RECORD AUTHORIZING THIS AMENDMENT (name of assignor, if this is an Assignment
   authorized by a Debtor which adds collateral or adds the authorizing Debtor, or if this is a Terminati
   check here [] and enter name of DEBTOR authorizing this Amendment.

     9a. ORGANIZATION'S NAME
         THE CANOPY GROUP, INC.
OR
   9b. INDIVIDUAL'S LAST NAME                                      FIRST NAME                        MIDD
---------------------------------------------------------------------------------------------------------
10. OPTIONAL FILER REFERENCE DATA
      DE-SOS                                                                                #4869154
---------------------------------------------------------------------------------------------------------
FILING OFFICE COPY--NATIONAL UCC FINANCING STATEMENT AMENDMENT (FORM UCC3)(REV. 07/29/98)




UCC FINANCING STATEMENT AMENDMENT
FOLLOW INSTRUCTIONS (front and back) CAREFULLY

A. NAME & PHONE OF CONTACT AT FILER (optional)

B. SEND ACKNOWLEDGMENT TO: (Name and Address)

Loulse A. Luongo, Parelegal
Wilmer Cutler Pickering Hale and Dorr LLP 60 State Street
Boston, MA 02109

                                                                                   THE ABOVE SPACE IS FOR
1a. INITIAL FINANCING STATEMENT FILE #                                                         1b. This F
    0207960341    3/18/02                                                                          AMENDM
                                                                                                   record
                                                                                               [ ] REAL E
---------------------------------------------------------------------------------------------------------
2.[ ] TERMINATION: Effectiveness of the Financing Statement identified above is terminated with respect t
      the Secured Party authorizing this Termination Statement.
---------------------------------------------------------------------------------------------------------
3.[ ] CONTINUATION: Effectiveness of the Financing Statement identified above with respect to security in
      Party authorizing this Continuation Statement is continued for the additional period provided by ap
---------------------------------------------------------------------------------------------------------
4.[ ] ASSIGNMENT (full or partial): Give name of assignee in item 7a or 7b and address of assignee in ite
      of assignor in item 9.
---------------------------------------------------------------------------------------------------------
5. AMENDMENT (PARTY INFORMATION): This Amendment affects [ ] Debtor or [ ] Secured Party of record. Check
   boxes.

     Also check one of the following three boxes and provide appropriate information in items 6 and/or 7.




[ ] CHANGE name and/or address: Give current         [ ] DELETE name: Give record name     [ ] ADD name: Compl
    record name in item 6a or 6b; also give              to be deleted in item 6a or 6b.       item 7c; also c
    new name (if name change) in item 7a or                                                    (if applicable)
    7b and/or new address (if address change)
      in item 7c.




6. CURRENT RECORD INFORMATION:
   6a. ORGANIZATION'S NAME
       MTI TECHNOLOGY CORPORATION
OR
   6b. INDIVIDUAL'S LAST NAME                                      FIRST NAME                       MIDDL
---------------------------------------------------------------------------------------------------------
7. CHANGED (NEW) OR ADDED INFORMATION:
   7a. ORGANIZATION'S NAME
---------------------------------------------------------------------------------------------------------
OR
   7b. INDIVIDUAL'S LAST NAME                                      FIRST NAME                       MIDDL

7c. MAILING ADDRESS                                                              CITY                                STATE

7d. TAX ID #: SSN OR EIN  ADD'L INFO RE 7e. TYPE OF ORGANIZATION 7f. JURISDICTION OF ORGANIZATION 7g.
                          ORGANIZATION
                          DEBTOR
---------------------------------------------------------------------------------------------------------
8. AMENDMENT (COLLATERAL CHANGE): check only one box.

     Describe collateral [X] deleted or [ ] added, or give entire [ ] restated collateral description, or d
     [ ] assigned.

     See attached Schedule A of deleted collateral, which collateral Secured Party releases.

---------------------------------------------------------------------------------------------------------
9. NAME OF SECURED PARTY OF RECORD AUTHORIZING THIS AMENDMENT (name of assignor, if this is an Assignment
   authorized by a Debtor which adds collateral or adds the authorizing Debtor, or if this is a Terminati
   check here [ ] and enter name of DEBTOR authorizing this Amendment.

     9a. ORGANIZATION'S NAME
      THE CANOPY GROUP, INC.
OR
   9b. INDIVIDUAL'S LAST NAME                                      FIRST NAME                       MIDDL
---------------------------------------------------------------------------------------------------------
10. OPTIONAL FILER REFERENCE DATA
    CA-SOS                                                                                   #4889170
---------------------------------------------------------------------------------------------------------
FILING OFFICE COPY--NATIONAL UCC FINANCING STATEMENT AMENDMENT (FORM UCC3)(REV. 07/29/98)




                                                   Exhibit 10.33

                                   MTI TECHNOLOGY CORPORATION
                                   2006 STOCK INCENTIVE PLAN (CT)

1. Purposes of the Plan. The purposes of this Plan are to attract and retain the best available personnel, to
provide additional incentives to Employees, Directors and Consultants and to promote the success of the
Company's business.

2. Definitions. The following definitions shall apply as used herein and in the individual Award Agreements except
as defined otherwise in an individual Award Agreement. In the event a term is separately defined in an individual
Award Agreement, such definition shall supercede the definition contained in this Section 2.

(a) "Administrator" means the Board or any of the Committees appointed to administer the Plan.

(b) "Affiliate" and "Associate" shall have the respective meanings ascribed to such terms in Rule 12b-2
promulgated under the Exchange Act.

(c) "Applicable Laws" means the legal requirements relating to the Plan and the Awards under applicable
provisions of federal securities laws, state corporate and securities laws, the Code, the rules of any applicable
stock exchange or national market system, and the rules of any non-U.S. jurisdiction applicable to Awards
granted to residents therein.
(d) "Assumed" means that pursuant to a Corporate Transaction either (i) the Award is expressly affirmed by the
Company or (ii) the contractual obligations represented by the Award are expressly assumed (and not simply by
operation of law) by the successor entity or its Parent in connection with the Corporate Transaction with
appropriate adjustments to the number and type of securities of the successor entity or its Parent subject to the
Award and the exercise or purchase price thereof which at least preserves the compensation element of the
Award existing at the time of the Corporate Transaction as determined in accordance with the instruments
evidencing the agreement to assume the Award.

(e) "Award" means the grant of an Option, SAR, Dividend Equivalent Right, Restricted Stock, Restricted Stock
Unit or other right or benefit under the Plan.

(f) "Award Agreement" means the written agreement evidencing the grant of an Award executed by the Company
and the Grantee, including any amendments thereto.

(g) "Board" means the Board of Directors of the Company.

(h) "Cause" means, with respect to the termination by the Company or a Related Entity of the Grantee's
Continuous Service, that such termination is for "Cause" as such term (or word of like import) is expressly
defined in a then-effective written agreement between the Grantee and the Company or such Related Entity, or in
the absence of such then-effective written agreement and definition, is based on, in the determination of the
Administrator, the Grantee's: (i) refusal or failure to act in accordance with any specific, lawful direction or order
of the Company or Related Entity; (ii) unfitness or unavailability for service or unsatisfactory performance (other
than as a result of Disability); (iii) performance of any act in bad faith and to

                                                          1


the detriment of the Company or a Related Entity; (iv) dishonesty, intentional misconduct or material breach of
any agreement with the Company or a Related Entity; or (v) commission of a crime involving dishonesty, breach
of trust, or physical or emotional harm to any person. At least 30 days prior to the termination of the Grantee's
Continuous Service pursuant to (i) or (ii) above, the Administrator shall provide the Grantee with notice of the
Company's or such Related Entity's intent to terminate, the reason therefor, and an opportunity for the Grantee to
cure such defects in his or her service to the Company's or such Related Entity's satisfaction. During this 30 day
(or longer) period, no Award issued to the Grantee under the Plan may be exercised or purchased.

(i) "Change in Control" means a change in ownership or control of the Company effected through either of the
following transactions:

(i) the direct or indirect acquisition by any person or related group of persons (other than an acquisition from or
by the Company or by a Company-sponsored employee benefit plan or by a person that directly or indirectly
controls, is controlled by, or is under common control with, the Company) of beneficial ownership (within the
meaning of Rule 13d-3 of the Exchange Act) of securities possessing more than fifty percent (50%) of the total
combined voting power of the Company's outstanding securities pursuant to a tender or exchange offer made
directly to the Company's stockholders which a majority of the Continuing Directors who are not Affiliates or
Associates of the offeror do not recommend such stockholders accept, or

(ii) a change in the composition of the Board over a period of twelve (12) months or less such that a majority of
the Board members (rounded up to the next whole number) ceases, by reason of one or more contested
elections for Board membership, to be comprised of individuals who are Continuing Directors.

(j) "Code" means the Internal Revenue Code of 1986, as amended.

(k) "Committee" means any committee composed of members of the Board appointed by the Board to
administer the Plan.

(l) "Common Stock" means the common stock of the Company.

(m) "Company" means MTI Technology Corporation, a Delaware corporation, or any successor entity that
adopts the Plan in connection with a Corporate Transaction.
(n) "Consultant" means any person (other than an Employee or a Director, solely with respect to rendering
services in such person's capacity as a Director) who is engaged by the Company or any Related Entity to render
consulting or advisory services to the Company or such Related Entity.

(o) "Continuing Directors" means members of the Board who either
(i) have been Board members continuously for a period of at least thirty-six
(36) months or (ii) have been Board members for less than thirty-six (36) months and were elected or nominated
for election as Board members by at least a majority of the Board members described in clause (i) who were still
in office at the time such election or nomination was approved by the Board.

                                                            2


(p) "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. In jurisdictions requiring notice in advance
of an effective termination as an Employee, Director or Consultant, Continuous Service shall be deemed
terminated upon the actual cessation of providing services to the Company or a Related Entity notwithstanding
any required notice period that must be fulfilled before a termination as an Employee, Director or Consultant can
be effective under Applicable Laws. A Grantee's Continuous Service shall be deemed to have terminated either
upon an actual termination of Continuous Service or upon the entity for which the Grantee provides services
ceasing to be a Related Entity. Continuous Service shall not be considered interrupted in the case of (i) any
approved leave of absence, (ii) transfers among the Company, any Related Entity, or any successor, in any
capacity of Employee, Director or Consultant, or (iii) any change in status as long as the individual remains in the
service of the Company or a Related Entity in any capacity of Employee, Director or Consultant (except as
otherwise provided in the Award Agreement). An approved leave of absence shall include sick leave, military
leave, or any other authorized personal leave. For purposes of each Incentive Stock Option granted under the
Plan, if such leave exceeds three (3) months, and reemployment upon expiration of such leave is not guaranteed
by statute or contract, then the Incentive Stock Option shall be treated as a Non-Qualified Stock Option on the
day three (3) months and one (1) day following the expiration of such three (3) month period.

(q) "Corporate Transaction" means any of the following transactions, provided, however, that the Administrator
shall determine under parts (iv) and (v) whether multiple transactions are related, and its determination shall be
final, binding and conclusive:

(i) a merger or consolidation in which the Company is not the surviving entity, except for a transaction the
principal purpose of which is to change the state in which the Company is incorporated;

(ii) the sale, transfer or other disposition of all or substantially all of the assets of the Company (including the
capital stock of the Company's subsidiary corporations)

(iii) approval by the Company's shareholders of any plan or proposal for the complete liquidation or dissolution of
the Company;

(iv) any reverse merger in which the Company is the surviving entity but in which securities possessing more than
fifty percent (50%) of the total combined voting power of the Company's outstanding securities are transferred to
a person or persons different from those who held such securities immediately prior to such merger; or

(v) acquisition by any person or related group of persons (other than the Company or by a Company-sponsored
employee benefit plan) of beneficial ownership (within the meaning of Rule 13d-3 of the Exchange Act) of
securities possessing more than fifty percent (50%) of the total combined voting power of the Company's
outstanding securities (whether or not in a transaction also constituting a Change in Control), but excluding any
such transaction that the Administrator determines shall not be a Corporate Transaction.

                                                            3


(r) "Covered Employee" means an Employee who is a "covered employee" under Section 162(m)(3) of the
Code.
(s) "Director" means a member of the Board or the board of directors of any Related Entity.

(t) "Disability" means as defined under the long-term disability policy of the Company or the Related Entity to
which the Grantee provides services regardless of whether the Grantee is covered by such policy. If the
Company or the Related Entity to which the Grantee provides service does not have a long-term disability plan in
place, "Disability" means that a Grantee is unable to carry out the responsibilities and functions of the position held
by the Grantee by reason of any medically determinable physical or mental impairment. A Grantee will not be
considered to have incurred a Disability unless he or she furnishes proof of such impairment sufficient to satisfy
the Administrator in its discretion.

(u) "Dividend Equivalent Right" means a right entitling the Grantee to compensation measured by dividends paid
with respect to Common Stock.

(v) "Employee" means any person, including an Officer or Director, who is in the employ of the Company or any
Related Entity, subject to the control and direction of the Company or any Related Entity as to both the work to
be performed and the manner and method of performance. The payment of a director's fee by the Company or a
Related Entity shall not be sufficient to constitute "employment" by the Company.

(w) "Exchange Act" means the Securities Exchange Act of 1934, as amended.

(x) "Fair Market Value" means, as of any date, the value of Common Stock determined as follows:

(i) If the Common Stock is listed on one or more established stock exchanges or national market systems,
including without limitation The Nasdaq National Market or The Nasdaq Capital Market of The Nasdaq Stock
Market, its Fair Market Value shall be the closing sales price for such stock (or the closing bid, if no sales were
reported) as quoted on the principal exchange or system on which the Common Stock is listed (as determined by
the Administrator) on the date of determination (or, if no closing sales price or closing bid was reported on that
date, as applicable, on the last trading date such closing sales price or closing bid was reported), as reported in
The Wall Street Journal or such other source as the Administrator deems reliable;

(ii) If the Common Stock is regularly quoted on an automated quotation system (including the OTC Bulletin
Board) or by a recognized securities dealer, its Fair Market Value shall be the closing sales price for such stock
as quoted on such system or by such securities dealer on the date of determination, but if selling prices are not
reported, the Fair Market Value of a share of Common Stock shall be the mean between the high bid and low
asked prices for the Common Stock on the date of determination (or, if no such prices were reported on that
date, on the last date such prices were reported), as reported in The Wall Street Journal or such other source as
the Administrator deems reliable; or

                                                          4


(iii) In the absence of an established market for the Common Stock of the type described in (i) and (ii), above,
the Fair Market Value thereof shall be determined by the Administrator in good faith.

(y) "Good Reason" means the occurrence after a Corporate Transaction or Change in Control of any of the
following events or conditions unless consented to by the Grantee (and the Grantee shall be deemed to have
consented to any such event or condition unless the Grantee provides written notice of the Grantee's non-
acquiescence within 30 days of the effective time of such event or condition):

(i) a change in the Grantee's responsibilities or duties which represents a material and substantial diminution in the
Grantee's responsibilities or duties as in effect immediately preceding the consummation of a Corporate
Transaction or Change in Control;

(ii) a reduction in the Grantee's base salary to a level below that in effect at any time within six (6) months
preceding the consummation of a Corporate Transaction or Change in Control or at any time thereafter; or

(iii) requiring the Grantee to be based at any place outside a 50-mile radius from the Grantee's job location or
residence prior to the Corporate Transaction or Change in Control except for reasonably required travel on
business which is not materially greater than such travel requirements prior to the Corporate Transaction or
Change in Control.

(z) "Grantee" means an Employee, Director or Consultant who receives an Award under the Plan.

(aa) "Incentive Stock Option" means an Option intended to qualify as an incentive stock option within the
meaning of Section 422 of the Code

(bb) "Non-Qualified Stock Option" means an Option not intended to qualify as an Incentive Stock Option.

(cc) "Officer" means a person who is an officer of the Company or a Related Entity within the meaning of Section
16 of the Exchange Act and the rules and regulations promulgated thereunder.

(dd) "Option" means an option to purchase Shares pursuant to an Award Agreement granted under the Plan.

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

(ff) "Performance-Based Compensation" means compensation qualifying as "performance-based compensation"
under Section 162(m) of the Code.

(gg) "Plan" means this 2006 Stock Incentive Plan (CT).

                                                            5


(hh) "Related Entity" means any Parent or Subsidiary of the Company.

(ii) "Replaced" means that pursuant to a Corporate Transaction the Award is replaced with a comparable stock
award or a cash incentive program of the Company, the successor entity (if applicable) or Parent of either of
them which preserves the compensation element of such Award existing at the time of the Corporate Transaction
and provides for subsequent payout in accordance with the same (or a more favorable) vesting schedule
applicable to such Award. The determination of Award comparability shall be made by the Administrator and its
determination shall be final, binding and conclusive.

(jj) "Restricted Stock" means Shares issued under the Plan to the Grantee for such consideration, if any, and
subject to such restrictions on transfer, rights of first refusal, repurchase provisions, forfeiture provisions, and
other terms and conditions as established by the Administrator.

(kk) "Restricted Stock Units" means an Award which may be earned in whole or in part upon the passage of time
or the attainment of performance criteria established by the Administrator and which may be settled for cash,
Shares or other securities or a combination of cash, Shares or other securities as established by the
Administrator.

(ll) "Rule 16b-3" means Rule 16b-3 promulgated under the Exchange Act or any successor thereto.

(mm) "SAR" means a stock appreciation right entitling the Grantee to Shares or cash compensation, as
established by the Administrator, measured by appreciation in the value of Common Stock.

(nn) "Share" means a share of the Common Stock.

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

3. Stock Subject to the Plan.

(a) Subject to the provisions of Section 10, below, the maximum aggregate number of Shares which may be
issued pursuant to all Awards (including Incentive Stock Options) is [INSERT MAXIMUM NUMBER OF
SHARES ISSUABLE PURSUANT TO SECTION 8.3 OF THE ASSET PURCHASE AGREEMENT]
Shares. The Shares to be issued pursuant to Awards may be authorized, but unissued, or reacquired Common
Stock.

(b) Any Shares covered by an Award (or portion of an Award) which is forfeited, canceled or expires (whether
voluntarily or involuntarily) shall be deemed not to have been issued for purposes of determining the maximum
aggregate number of Shares which may be issued under the Plan. Shares that actually have been issued under the
Plan pursuant to an Award shall not be returned to the Plan and shall not become available for future issuance
under the Plan, except that if unvested Shares are forfeited, or repurchased by the Company at the lower of their
original purchase price or their Fair Market Value at the time of repurchase, such Shares shall become available
for future grant under the Plan. To the extent not prohibited by

                                                         6


the listing requirements of The Nasdaq National Market (or other established stock exchange or national market
system on which the Common Stock is traded) and Applicable Law, any Shares covered by an Award which are
surrendered (i) in payment of the Award exercise or purchase price or (ii) in satisfaction of tax withholding
obligations incident to the exercise of an Award shall be deemed not to have been issued for purposes of
determining the maximum number of Shares which may be issued pursuant to all Awards under the Plan, unless
otherwise determined by the Administrator.

4. Administration of the Plan.

(a) Plan Administrator.

(i) Administration with Respect to Directors and Officers. With respect to grants of Awards to Directors or
Employees who are also Officers or Directors of the Company, the Plan shall be administered by (A) the Board
or (B) a Committee designated by the Board, which Committee shall be constituted in such a manner as to satisfy
the Applicable Laws and to permit such grants and related transactions under the Plan to be exempt from Section
16(b) of the Exchange Act in accordance with Rule 16b-3. Once appointed, such Committee shall continue to
serve in its designated capacity until otherwise directed by the Board.

(ii) Administration With Respect to Consultants and Other Employees. With respect to grants of Awards to
Employees or Consultants who are neither Directors nor Officers of the Company, the Plan shall be administered
by (A) the Board or (B) a Committee designated by the Board, which Committee shall be constituted in such a
manner as to satisfy the Applicable Laws. Once appointed, such Committee shall continue to serve in its
designated capacity until otherwise directed by the Board. The Board may authorize one or more Officers to
grant such Awards and may limit such authority as the Board determines from time to time.

(iii) Administration With Respect to Covered Employees. Notwithstanding the foregoing, grants of Awards to any
Covered Employee intended to qualify as Performance-Based Compensation shall be made only by a Committee
(or subcommittee of a Committee) which is comprised solely of two or more Directors eligible to serve on a
committee making Awards qualifying as Performance-Based Compensation. In the case of such Awards granted
to Covered Employees, references to the "Administrator" or to a "Committee" shall be deemed to be references
to such Committee or subcommittee.

(iv) Administration Errors. In the event an Award is granted in a manner inconsistent with the provisions of this
subsection (a), such Award shall be presumptively valid as of its grant date to the extent permitted by the
Applicable Laws.

(b) Powers of the Administrator. Subject to Applicable Laws and the provisions of the Plan (including any other
powers given to the Administrator hereunder), and except as otherwise provided by the Board, the Administrator
shall have the authority, in its discretion:

(i) to select the Employees, Directors and Consultants to whom Awards may be granted from time to time
hereunder;

                                                         7
(ii) to determine whether and to what extent Awards are granted hereunder;

(iii) to determine the number of Shares or the amount of other consideration to be covered by each Award
granted hereunder;

(iv) to approve forms of Award Agreements for use under the Plan;

(v) to determine the terms and conditions of any Award granted hereunder;

(vi) to amend the terms of any outstanding Award granted under the Plan, provided that any amendment that
would adversely affect the Grantee's rights under an outstanding Award shall not be made without the Grantee's
written consent, provided, however, that an amendment or modification that may cause an Incentive Stock
Option to become a Non-Qualified Stock Option shall not be treated as adversely affecting the rights of the
Grantee;

(vii) to construe and interpret the terms of the Plan and Awards, including without limitation, any notice of award
or Award Agreement, granted pursuant to the Plan;

(viii) to grant Awards to Employees, Directors and Consultants employed outside the United States on such
terms and conditions different from those specified in the Plan as may, in the judgment of the Administrator, be
necessary or desirable to further the purpose of the Plan; and

(ix) to take such other action, not inconsistent with the terms of the Plan, as the Administrator deems appropriate.

The express grant in the Plan of any specific power to the Administrator shall not be construed as limiting any
power or authority of the Administrator; provided that the Administrator may not exercise any right or power
reserved to the Board. Any decision made, or action taken, by the Administrator or in connection with the
administration of this Plan shall be final, conclusive and binding on all persons having an interest in the Plan.

(c) Indemnification. In addition to such other rights of indemnification as they may have as members of the Board
or as Officers or Employees of the Company or a Related Entity, members of the Board and any Officers or
Employees of the Company or a Related Entity to whom authority to act for the Board, the Administrator or the
Company is delegated shall be defended and indemnified by the Company to the extent permitted by law on an
after-tax basis against all reasonable expenses, including attorneys' fees, actually and necessarily incurred in
connection with the defense of any claim, investigation, action, suit or proceeding, or in connection with any
appeal therein, to which they or any of them may be a party by reason of any action taken or failure to act under
or in connection with the Plan, or any Award granted hereunder, and against all amounts paid by them in
settlement thereof (provided such settlement is approved by the Company) or paid by them in satisfaction of a
judgment in any such claim, investigation, action, suit or proceeding, except in relation to matters as to which it
shall be adjudged in such claim, investigation, action, suit or proceeding that such person is liable for

                                                           8


gross negligence, bad faith or intentional misconduct; provided, however, that within thirty (30) days after the
institution of such claim, investigation, action, suit or proceeding, such person shall offer to the Company, in
writing, the opportunity at the Company's expense to defend the same.

5. Eligibility. Awards other than Incentive Stock Options may be granted to Employees, Directors and
Consultants. Incentive Stock Options may be granted only to Employees of the Company or a Parent or a
Subsidiary of the Company. An Employee, Director or Consultant who has been granted an Award may, if
otherwise eligible, be granted additional Awards. Awards may be granted to such Employees, Directors or
Consultants who are residing in non-U.S. jurisdictions as the Administrator may determine from time to time.

6. Terms and Conditions of Awards.

(a) Types of Awards. The Administrator is authorized under the Plan to award any type of arrangement to an
Employee, Director or Consultant that is not inconsistent with the provisions of the Plan and that by its terms
involves or might involve the issuance of (i) Shares, (ii) cash or (iii) an Option, a SAR, or similar right with a fixed
or variable price related to the Fair Market Value of the Shares and with an exercise or conversion privilege
related to the passage of time, the occurrence of one or more events, or the satisfaction of performance criteria or
other conditions. Such awards include, without limitation, Options, SARs, sales or bonuses of Restricted Stock,
Restricted Stock Units or Dividend Equivalent Rights, and an Award may consist of one such security or benefit,
or two (2) or more of them in any combination or alternative.

(b) Designation of Award. Each Award shall be designated in the Award Agreement. In the case of an Option,
the Option shall be designated as either an Incentive Stock Option or a Non-Qualified Stock Option. However,
notwithstanding such designation, an Option will qualify as an Incentive Stock Option under the Code only to the
extent the $100,000 dollar limitation of
Section 422(d) of the Code is not exceeded. The $100,000 limitation of Section 422(d) of the Code is
calculated based on the aggregate Fair Market Value of the Shares subject to Options designated as Incentive
Stock Options which become exercisable for the first time by a Grantee during any calendar year (under all plans
of the Company or any Parent or Subsidiary of the Company). For purposes of this calculation, Incentive Stock
Options shall be taken into account in the order in which they were granted, and the Fair Market Value of the
Shares shall be determined as of the grant date of the relevant Option.

(c) Conditions of Award. Subject to the terms of the Plan, the Administrator shall determine the provisions,
terms, and conditions of each Award including, but not limited to, the Award vesting schedule, repurchase
provisions, rights of first refusal, forfeiture provisions, form of payment (cash, Shares, or other consideration)
upon settlement of the Award, payment contingencies, and satisfaction of any performance criteria. The
performance criteria established by the Administrator may be based on any one of, or combination of, the
following: (i) increase in share price, (ii) earnings per share, (iii) total stockholder return, (iv) operating margin, (v)
gross margin,
(vi) return on equity, (vii) return on assets, (viii) return on investment, (ix) operating income, (x) net operating
income, (xi) pre-tax profit, (xii) cash flow, (xiii) revenue, (xiv) expenses, (xv) earnings before interest, taxes and
depreciation, (xvi) economic value added

                                                             9


and (xvii) market share. The performance criteria may be applicable to the Company, Related Entities and/or any
individual business units of the Company or any Related Entity. Partial achievement of the specified criteria may
result in a payment or vesting corresponding to the degree of achievement as specified in the Award Agreement.

(d) Acquisitions and Other Transactions. The Administrator may issue Awards under the Plan in settlement,
assumption or substitution for, outstanding awards or obligations to grant future awards in connection with the
Company or a Related Entity acquiring another entity, an interest in another entity or an additional interest in a
Related Entity whether by merger, stock purchase, asset purchase or other form of transaction.

(e) Deferral of Award Payment. The Administrator may establish one or more programs under the Plan to permit
selected Grantees the opportunity to elect to defer receipt of consideration upon exercise of an Award,
satisfaction of performance criteria, or other event that absent the election would entitle the Grantee to payment
or receipt of Shares or other consideration under an Award. The Administrator may establish the election
procedures, the timing of such elections, the mechanisms for payments of, and accrual of interest or other
earnings, if any, on amounts, Shares or other consideration so deferred, and such other terms, conditions, rules
and procedures that the Administrator deems advisable for the administration of any such deferral program.

(f) Separate Programs. The Administrator may establish one or more separate programs under the Plan for the
purpose of issuing particular forms of Awards to one or more classes of Grantees on such terms and conditions
as determined by the Administrator from time to time.

(g) Individual Limitations on Awards.

(i) Individual Limit for Options and SARs. The maximum number of Shares with respect to which Options and
SARs may be granted to any Grantee in any calendar year shall be [INSERT MAXIMUM NUMBER OF
OPTIONS ISSUABLE TO ANY SINGLE PERSON PURSUANT TO SECTION 8.3 OF THE ASSET
PURCHASE AGREEMENT] Shares. The foregoing limitation shall be adjusted proportionately in connection
with any change in the Company's capitalization pursuant to Section 10, below. To the extent required by Section
162(m) of the Code or the regulations thereunder, in applying the foregoing limitations with respect to a Grantee,
if any Option or SAR is canceled, the canceled Option or SAR shall continue to count against the maximum
number of Shares with respect to which Options and SARs may be granted to the Grantee. For this purpose, the
repricing of an Option (or in the case of a SAR, the base amount on which the stock appreciation is calculated is
reduced to reflect a reduction in the Fair Market Value of the Common Stock) shall be treated as the cancellation
of the existing Option or SAR and the grant of a new Option or SAR.

(ii) Individual Limit for Restricted Stock and Restricted Stock Units. For awards of Restricted Stock and
Restricted Stock Units that are intended to be Performance-Based Compensation, the maximum number of
Shares with respect to which such Awards may be granted to any Grantee in any calendar year shall be
[INSERT MAXIMUM NUMBER OF RESTRICTED SHARES ISSUABLE TO ANY SINGLE PERSON
PURSUANT TO SECTION

                                                        10


8.3 OF THE ASSET PURCHASE AGREEMENT] Shares. The foregoing limitation shall be adjusted
proportionately in connection with any change in the Company's capitalization pursuant to Section 10, below.

(iii) Deferral. If the vesting or receipt of Shares under an Award is deferred to a later date, any amount (whether
denominated in Shares or cash) paid in addition to the original number of Shares subject to such Award will not
be treated as an increase in the number of Shares subject to the Award if the additional amount is based either on
a reasonable rate of interest or on one or more predetermined actual investments such that the amount payable by
the Company at the later date will be based on the actual rate of return of a specific investment (including any
decrease as well as any increase in the value of an investment).

(h) Early Exercise. The Award Agreement may, but need not, include a provision whereby the Grantee may elect
at any time while an Employee, Director or Consultant to exercise any part or all of the Award prior to full vesting
of the Award. Any unvested Shares received pursuant to such exercise may be subject to a repurchase right in
favor of the Company or a Related Entity or to any other restriction the Administrator determines to be
appropriate.

(i) Term of Award. The term of each Award shall be the term stated in the Award Agreement, provided,
however, that the term of an Incentive Stock Option shall be no more than ten (10) years from the date of grant
thereof. However, in the case of an Incentive Stock Option granted to a Grantee who, at the time the Option is
granted, owns stock representing more than ten percent (10%) of the voting power of all classes of stock of the
Company or any Parent or Subsidiary of the Company, the term of the Incentive Stock Option shall be five (5)
years from the date of grant thereof or such shorter term as may be provided in the Award Agreement.
Notwithstanding the foregoing, the specified term of any Award shall not include any period for which the
Grantee has elected to defer the receipt of the Shares or cash issuable pursuant to the Award.

(j) Transferability of Awards. Incentive Stock Options 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 Grantee, only by the Grantee. Other Awards shall be transferable (i) by will
and by the laws of descent and distribution and (ii) during the lifetime of the Grantee, to the extent and in the
manner authorized by the Administrator. Notwithstanding the foregoing, the Grantee may designate one or more
beneficiaries of the Grantee's Award in the event of the Grantee's death on a beneficiary designation form
provided by the Administrator.

(k) Time of Granting Awards. The date of grant of an Award shall for all purposes be the date on which the
Administrator makes the determination to grant such Award, or such other date as is determined by the
Administrator.

                                                        11


7. Award Exercise or Purchase Price, Consideration and Taxes.

(a) Exercise or Purchase Price. The exercise or purchase price, if any, for an Award shall be as follows:
(i) In the case of an Incentive Stock Option:

(A) granted to an Employee who, at the time of the grant of such Incentive Stock Option owns stock
representing more than ten percent (10%) of the voting power of all classes of stock of the Company or any
Parent or Subsidiary of the Company, the per Share exercise price shall be not less than one hundred ten percent
(110%) of the Fair Market Value per Share on the date of grant; or

(B) granted to any Employee other than an Employee described in the preceding paragraph, the per Share
exercise price shall be not less than one hundred percent (100%) of the Fair Market Value per Share on the date
of grant.

(ii) In the case of a Non-Qualified Stock Option, the per Share exercise price shall be not less than one hundred
percent (100%) of the Fair Market Value per Share on the date of grant.

(iii) In the case of Awards intended to qualify as Performance-Based Compensation, the exercise or purchase
price, if any, shall be not less than one hundred percent (100%) of the Fair Market Value per Share on the date
of grant.

(iv) In the case of other Awards, such price as is determined by the Administrator.

(v) Notwithstanding the foregoing provisions of this
Section 7(a), in the case of an Award issued pursuant to Section 6(d), above, the exercise or purchase price for
the Award shall be determined in accordance with the provisions of the relevant instrument evidencing the
agreement to issue such Award.

(b) Consideration. Subject to Applicable Laws, the consideration to be paid for the Shares to be issued upon
exercise or purchase of an Award including the method of payment, shall be determined by the Administrator. In
addition to any other types of consideration the Administrator may determine, the Administrator is authorized to
accept as consideration for Shares issued under the Plan the following; provided that the portion of the
consideration equal to the par value of the Shares must be paid in cash or other legal consideration permitted by
the Delaware General Corporation Law:

(i) cash;

(ii) check;

(iii) delivery of Grantee's promissory note with such recourse, interest, security and redemption provisions as the
Administrator determines as appropriate;

                                                        12


(iv) surrender of Shares or delivery of a properly executed form of attestation of ownership of Shares as the
Administrator may require which have a Fair Market Value on the date of surrender or attestation equal to the
aggregate exercise price of the Shares as to which said Award shall be exercised;

(v) surrender of Shares or delivery of a properly executed form of attestation of ownership of Shares as the
Administrator may require which have a Fair Market Value on the date of surrender or attestation equal to the
aggregate exercise price of the Shares as to which said Award shall be exercised;

(vi) with respect to Options, payment through a broker-dealer sale and remittance procedure pursuant to which
the Grantee (A) shall provide written instructions to a Company designated brokerage firm to effect the
immediate sale of some or all of the purchased Shares and remit to the Company sufficient funds to cover the
aggregate exercise price payable for the purchased Shares and (B) shall provide written directives to the
Company to deliver the certificates for the purchased Shares directly to such brokerage firm in order to complete
the sale transaction; or

(vii) any combination of the foregoing methods of payment.
The Administrator may at any time or from time to time, by adoption of or by amendment to the standard forms
of Award Agreement described in Section
4(b)(iv), or by other means, grant Awards which do not permit all of the foregoing forms of consideration to be
used in payment for the Shares or which otherwise restrict one or more forms of consideration.

(c) Taxes. No Shares shall be delivered under the Plan to any Grantee or other person until such Grantee or
other person has made arrangements acceptable to the Administrator for the satisfaction of any non-U.S.,
federal, state, or local income and employment tax withholding obligations, including, without limitation,
obligations incident to the receipt of Shares. Upon exercise or vesting of an Award the Company shall withhold
or collect from Grantee an amount sufficient to satisfy such tax obligations, including, but not limited to, by
surrender of the whole number of Shares covered by the Award sufficient to satisfy the minimum applicable tax
withholding obligations incident to the exercise or vesting of an Award.

8. Exercise of Award.

(a) Procedure for Exercise; Rights as a Stockholder.

(i) Any Award granted hereunder shall be exercisable at such times and under such conditions as determined by
the Administrator under the terms of the Plan and specified in the Award Agreement.

(ii) An Award shall be deemed to be exercised when written notice of such exercise has been given to the
Company in accordance with the terms of the Award by the person entitled to exercise the Award and full
payment for the Shares with respect to which the Award is exercised has been made, including, to the extent
selected, use of the broker-dealer sale and remittance procedure to pay the purchase price as provided in
Section 7(vi).

                                                        13


(b) Exercise of Award Following Termination of Continuous Service.

(i) An Award may not be exercised after the termination date of such Award set forth in the Award Agreement
and may be exercised following the termination of a Grantee's Continuous Service only to the extent provided in
the Award Agreement.

(ii) Where the Award Agreement permits a Grantee to exercise an Award following the termination of the
Grantee's Continuous Service for a specified period, the Award shall terminate to the extent not exercised on the
last day of the specified period or the last day of the original term of the Award, whichever occurs first.

(iii) Any Award designated as an Incentive Stock Option to the extent not exercised within the time permitted by
law for the exercise of Incentive Stock Options following the termination of a Grantee's Continuous Service shall
convert automatically to a Non-Qualified Stock Option and thereafter shall be exercisable as such to the extent
exercisable by its terms for the period specified in the Award Agreement.

9. Conditions Upon Issuance of Shares.

(a) Shares shall not be issued pursuant to the exercise of an Award unless the exercise of such Award and the
issuance and delivery of such Shares pursuant thereto shall comply with all Applicable Laws, and shall be further
subject to the approval of counsel for the Company with respect to such compliance.

(b) As a condition to the exercise of an Award, the Company may require the person exercising such Award to
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 if, in the opinion of counsel for the Company,
such a representation is required by any Applicable Laws.

10. Adjustments Upon Changes in Capitalization. Subject to any required action by the stockholders of the
Company, the number of Shares covered by each outstanding Award, and the number of Shares which have
been authorized for issuance under the Plan but as to which no Awards have yet been granted or which have
been returned to the Plan, the exercise or purchase price of each such outstanding Award, the maximum number
of Shares with respect to which Awards may be granted to any Grantee in any calendar year, as well as any
other terms that the Administrator determines require adjustment shall be proportionately adjusted for (i) any
increase or decrease in the number of issued Shares resulting from a stock split, reverse stock split, stock
dividend, combination or reclassification of the Shares, or similar transaction affecting the Shares,
(ii) any other increase or decrease in the number of issued Shares effected without receipt of consideration by the
Company, or (iii) as the Administrator may determine in its discretion, any other transaction with respect to
Common Stock including a corporate merger, consolidation, acquisition of property or stock, separation
(including a spin-off or other distribution of stock or property), reorganization, liquidation (whether partial or
complete) or any similar transaction; provided, however that conversion of any convertible securities of the
Company shall not be deemed to have been "effected without receipt of consideration." In the event of any
distribution of cash or other assets to stockholders other than a normal cash

                                                         14


dividend, the Administrator may also, in its discretion, make adjustments in connection with the events described
in (i) -- (iii) of this Section 10 or substitute, exchange or grant Awards with respect to the shares of a Related
Entity (collectively "adjustments"). In determining adjustments to be made under this Section 10, the
Administrator may take into account such factors as it deems appropriate, including (x) the restrictions of
Applicable Law, (y) the potential tax, accounting or other consequences of an adjustment and (z) the possibility
that some Grantees might receive an adjustment and a distribution or other unintended benefit, and in light of such
factors or circumstances may make adjustments that are not uniform or proportionate among outstanding
Awards, modify vesting dates, defer the delivery of stock certificates or make other equitable adjustments. Any
such adjustments to outstanding Awards will be effected in a manner that precludes the material enlargement of
rights and benefits under such Awards. Adjustments, if any, and any determinations or interpretations, including
any determination of whether a distribution is other than a normal cash dividend, shall be made by the
Administrator and its determination shall be final, binding and conclusive. In connection with the foregoing
adjustments, the Administrator may, in its discretion, prohibit the exercise of Awards during certain periods of
time. Except as the Administrator determines, no issuance by the Company of shares of any class, or securities
convertible into shares of any class, shall affect, and no adjustment by reason hereof shall be made with respect
to, the number or price of Shares subject to an Award.

11. Corporate Transactions and Changes in Control. Except as may be provided in an Award Agreement:

(a) In the event of any Corporate Transaction, each Award which is at the time outstanding under the Plan
automatically shall become fully vested and exercisable and be released from any restrictions on transfer (other
than transfer restrictions applicable to Options) and repurchase or forfeiture rights, immediately prior to the
specified effective date of such Corporate Transaction, for all of the Shares at the time represented by such
Award. Effective upon the consummation of the Corporate Transaction, all outstanding Awards under the Plan
shall terminate. However, all such Awards shall not terminate if the Awards are, in connection with the Corporate
Transaction, assumed by the successor corporation or Parent thereof. In addition, an outstanding Award under
the Plan shall not so fully vest and be exercisable and released from such limitations if and to the extent: (i) such
Award is, in connection with the Corporate Transaction, either assumed by the successor corporation or Parent
thereof or replaced with a comparable Award with respect to shares of the capital stock of the successor
corporation or Parent thereof or
(ii) such Award is to be replaced with a cash incentive program of the successor corporation which preserves the
compensation element of such Award existing at the time of the Corporate Transaction and provides for
subsequent payout in accordance with the same vesting schedule applicable to such Award; provided, however,
that such Award (if assumed), the replacement Award (if replaced), or the cash incentive program automatically
shall become fully vested, exercisable and payable and be released from any restrictions on transfer (other than
transfer restrictions applicable to Options) and repurchase or forfeiture rights immediately upon termination of the
Grantee's Continuous Service (substituting the successor employer corporation for "Company or Related Entity"
for the definition of "Continuous Service") if such Continuous Service is terminated by the successor company
without Cause or voluntarily by the Grantee with Good Reason within twelve (12) months of the Corporate

                                                         15


Transaction. The determination of Award comparability above shall be made by the Administrator.
(b) Following a Change in Control (other than a Change in Control which is also a Corporate Transaction) and
upon the termination of the Continuous Service of a Grantee if such Continuous Service is terminated by the
Company or Related Entity without Cause or voluntarily by the Grantee with Good Reason within twelve (12)
months of a Change in Control, each Award of such Grantee which is at the time outstanding under the Plan
automatically shall become fully vested and exercisable and be released from any restrictions on transfer (other
than transfer restrictions applicable to Options) and repurchase or forfeiture rights, immediately upon the
termination of Continuous Service.

(c) The portion of any Incentive Stock Option accelerated under this Section 11 in connection with a Corporate
Transaction or Change in Control shall remain exercisable as an Incentive Stock Option under the Code only to
the extent the $100,000 dollar limitation of Section 422(d) of the Code is not exceeded. To the extent such dollar
limitation is exceeded, the accelerated excess portion of such Option shall be exercisable as a Non-Qualified
Stock Option.

12. Effective Date and Term of Plan. The Plan shall become effective upon the earlier to occur of its adoption by
the Board or its approval by the stockholders of the Company. It shall continue in effect for a term of ten (10)
years unless sooner terminated. Subject to Section 17, below, and Applicable Laws, Awards may be granted
under the Plan upon its becoming effective.

13. Amendment, Suspension or Termination of the Plan.

(a) The Board may at any time amend, suspend or terminate the Plan; provided, however, that no such
amendment shall be made without the approval of the Company's stockholders to the extent such approval is
required by Applicable Laws.

(b) No Award may be granted during any suspension of the Plan or after termination of the Plan.

(c) No suspension or termination of the Plan (including termination of the Plan under Section 11, above) shall
adversely affect any rights under Awards already granted to a Grantee.

14. Reservation of Shares.

(a) The Company, during the term of the Plan, will at all times reserve and keep available such number of Shares
as shall be sufficient to satisfy the requirements of the Plan.

(b) The inability of the Company to obtain authority from any regulatory body having jurisdiction, which authority
is deemed by the Company's counsel to be necessary to the lawful issuance and sale of any Shares hereunder,
shall relieve the Company of any liability in

                                                         16


respect of the failure to issue or sell such Shares as to which such requisite authority shall not have been obtained.

15. No Effect on Terms of Employment/Consulting Relationship. The Plan shall not confer upon any Grantee any
right with respect to the Grantee's Continuous Service, nor shall it interfere in any way with his or her right or the
right of the Company or any Related Entity to terminate the Grantee's Continuous Service at any time, with or
without Cause, and with or without notice. The ability of the Company or any Related Entity to terminate the
employment of a Grantee who is employed at will is in no way affected by its determination that the Grantee's
Continuous Service has been terminated for Cause for the purposes of this Plan.

16. No Effect on Retirement and Other Benefit Plans. Except as specifically provided in a retirement or other
benefit plan of the Company or a Related Entity, Awards shall not be deemed compensation for purposes of
computing benefits or contributions under any retirement plan of the Company or a Related Entity, and shall not
affect any benefits under any other benefit plan of any kind or any benefit plan subsequently instituted under which
the availability or amount of benefits is related to level of compensation. The Plan is not a "Retirement Plan" or
"Welfare Plan" under the Employee Retirement Income Security Act of 1974, as amended.

17. Stockholder Approval. The grant of Incentive Stock Options under the Plan shall be subject to approval by
the stockholders of the Company within twelve (12) months before or after the date the Plan is adopted
excluding Incentive Stock Options issued in substitution for outstanding Incentive Stock Options pursuant to
Section 424(a) of the Code. Such stockholder approval shall be obtained in the degree and manner required
under Applicable Laws. The Administrator may grant Incentive Stock Options under the Plan prior to approval
by the stockholders, but until such approval is obtained, no such Incentive Stock Option shall be exercisable. In
the event that stockholder approval is not obtained within the twelve (12) month period provided above, all
Incentive Stock Options previously granted under the Plan shall be exercisable as Non-Qualified Stock Options.

18. Unfunded Obligation. Grantees shall have the status of general unsecured creditors of the Company. Any
amounts payable to Grantees pursuant to the Plan shall be unfunded and unsecured obligations for all purposes,
including, without limitation, Title I of the Employee Retirement Income Security Act of 1974, as amended.
Neither the Company nor any Related Entity shall be required to segregate any monies from its general funds, or
to create any trusts, or establish any special accounts with respect to such obligations. The Company shall retain
at all times beneficial ownership of any investments, including trust investments, which the Company may make to
fulfill its payment obligations hereunder. Any investments or the creation or maintenance of any trust or any
Grantee account shall not create or constitute a trust or fiduciary relationship between the Administrator, the
Company or any Related Entity and a Grantee, or otherwise create any vested or beneficial interest in any
Grantee or the Grantee's creditors in any assets of the Company or a Related Entity. The Grantees shall have no
claim against the Company or any Related Entity for any changes in the value of any assets that may be invested
or reinvested by the Company with respect to the Plan.

19. Construction. Captions and titles contained herein are for convenience only and shall not affect the meaning
or interpretation of any provision of the Plan. Except when

                                                          17


otherwise indicated by the context, the singular shall include the plural and the plural shall include the singular. Use
of the term "or" is not intended to be exclusive, unless the context clearly requires otherwise.

                                                          18


                                                    Exhibit 10.34

                                 MTI TECHNOLOGY CORPORATION
                              RESTRICTED STOCK AWARD AGREEMENT
                                             UNDER
                                 2006 STOCK INCENTIVE PLAN (CT)

GRANT DATE: RESTRICTED STOCK AWARD NUMBER: ______ RESTRICTED SHARES

TOTAL SHARES GRANTED ON _________, 200_: ______ RESTRICTED SHARES

SEE BELOW FOR VESTING SCHEDULE

THIS RESTRICTED STOCK AWARD AGREEMENT (the "Agreement") is entered into as of
____________, 200_ 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 2006 Stock Incentive Plan (CT) (the "Plan"). Any capitalized term used but not defined herein shall
have the same meaning as ascribed to it in the Plan.

                                                    RECITALS:

A. Grantee is an Employee, Director or Consultant 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 and proposes to render
services to the Company.
B. WHEREAS, the Company desires to issue shares of its common stock to Grantee to encourage the continued
service of Grantee to 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 and sell to Grantee an aggregate of
______________ (______) shares (the "Shares") of the Company's common stock, $0.001 par value per
share, at the nominal purchase price of $0.01 per share on _______, 200_, 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 (a) executing and
delivering to the Company two copies of this Agreement, without condition or reservation of any kind
whatsoever, and (b) remitting to the Company an aggregate purchase price for the Shares of $___________ by
cash or check made payable to the Company. The delivery by Grantee's spouse, if any, to the

                                                         1


Company of a fully executed Consent and Ratification of Spouse, in the form attached hereto as Exhibit A, is a
further condition to the issuance of the Shares pursuant hereto.

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:

36-MONTH (3 YEARS) VESTING WITH 12-MONTH CLIFF AND MONTHLY THEREAFTER: 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                   VESTING DATE                           MONTHS
                ------                   ------------                           ------
                                                                        1st Month to 12th Month
                                                                              13th month
                                                                              14th month
                                                                              15th month
                                                                              16th month
                                                                              17th month
                                                                              18th month
                                                                              19th month
                                                                              20th month
                                                                              21st month
                                                                              22nd month
                                                                              23rd month
                                                                              24th month
                                                                              25th month
                                                                              26th month
                                                                              27th month
                                                                              28th month
                                                                              29th month
                                                                              30th month
                                                                              31st month
                                                                              32nd month
                                                                              33rd month
                                                                               34th month
                                                                               35th month
                                                                               36th month




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 [INSERT DATE OF COMMENCEMENT OF GRANTEE'S EMPLOYMENT].

                                                         2


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.

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"), and the Company shall
cancel the certificates then deposited with the Company evidencing the Unvested Shares, reissue a new certificate
to Grantee evidencing only

                                                         3


the Vested Shares, if any, as of the Termination Date, and refund to Grantee the aggregate purchase price for the
Unvested Shares.

(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 the Company's common stock 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 10 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).

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, such 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.

                                                          4


(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 (or by such other method as the Administrator may from time to time
deem appropriate), with postage prepaid, and addressed, if to the Company, at its principal place of business,
Attention: the Chief Financial Officer, and if to Grantee, at his or her most recent address as shown in the 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 except as set forth in Section 4
and by will or the laws of descent or distribution, 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, corporation or other entity shall acquire or have any right under or by virtue of this Agreement.

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

                                                           5


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 the
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 Grantee's employment or service as a Consultant, as applicable, at any time
(whether by dismissal, discharge or otherwise) and with or without cause, is specifically reserved, subject to any
other written employment or other agreement to which the Company and Grantee may be a party.

18. 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,
employment and other withholding tax requirements applicable to the issuance of the Shares as contemplated by
this Agreement.

19. 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.

20. 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


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


                                                 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 ______________, 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




                                                   Exhibit A



                                                 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 MTI's common
stock, par value $0.001 per share, standing in its name on the books of MTI represented by Certificate No.
__________, and does hereby irrevocably constitute and appoint _______________ as its attorney, to transfer
said shares on MTI's share register, with full power of substitution.

            Date:
                     -----------------------------      ----------------------------------------
                                                        Signature


                                                        ----------------------------------------
                                                        Print Name




Exhibit B
                                                  Exhibit 10.35

            MTI TECHNOLOGY CORPORATION 2006 STOCK INCENTIVE PLAN (CT)
                        NOTICE OF STOCK OPTION AWARD

                                        Grantee's Name and Address:



You have been granted an option to purchase shares of Common Stock, subject to the terms and conditions of
this Notice of Stock Option Award (the "Notice"), the MTI Technology Corporation 2006 Stock Incentive Plan
(CT), as amended from time to time (the "Plan") and the Stock Option Award Agreement (the "Option
Agreement") attached hereto, as follows. Unless otherwise defined herein, the terms defined in the Plan shall have
the same defined meanings in this Notice.

               Award Number:
                                                 -------------------------------------------
               Date of Award:
                                                 -------------------------------------------
               Vesting Commencement Date:
                                                 -------------------------------------------
               Exercise Price per Share:         $
                                                 -------------------------------------------
               Total Number of Shares
               subject to the Option:
                                                 -------------------------------------------
               Total Exercise Price:             $
                                                 -------------------------------------------
               Type of Option:                         Incentive Stock Option
                                                 -----
                                                   X   Non-Qualified Stock Option
                                                 -----
               Expiration Date:
                                                 -------------------------------------------
               Post-Termination Exercise




Period: Three (3) Months

Vesting Schedule:

Subject to Grantee's Continuous Service and other limitations set forth in this Notice, the Plan and the Option
Agreement, the Option may be exercised, in whole or in part, in accordance with the following schedule:

   36-MONTH (3 YEAR) VESTING WITH 6-MONTH CLIFF AND MONTHLY THEREAFTER:

Six-thirty-sixths (6/36th) of the shares subject to the Option shall vest six (6) months after the Vesting
Commencement Date. One-thirtieth (1/30th) of the remaining unvested shares subject to the Option shall vest at
the end of the 7th month and each month thereafter, such that the Option will be one hundred percent (100%)
vested after thirty-six (36) months of Continuous Services from the Vesting Commencement Date.

During any authorized leave of absence, the vesting of the Option as provided in this schedule shall cease after the
leave of absence exceeds a period of ninety (90) days. Vesting of the Option shall resume upon the Grantee's
termination of the leave of absence and return to service to the Company or a Related Entity.

                                                         1


In the event of the Grantee's change in status from Employee to Consultant or from an Employee whose
customary employment is 20 hours or more per week to an Employee whose customary employment is fewer
than 20 hours per week, vesting of the Option shall continue only to the extent determined by the Administrator
as of such change in status.

In the event of termination of the Grantee's Continuous Service for Cause, the Grantee's right to exercise the
Option shall terminate concurrently with the termination of the Grantee's Continuous Service.

IN WITNESS WHEREOF, the Company and the Grantee have executed this Notice and agree that the Option
is to be governed by the terms and conditions of this Notice, the Plan, and the Option Agreement.

MTI Technology Corporation, A Delaware corporation

By:

Title:

THE GRANTEE ACKNOWLEDGES AND AGREES THAT THE SHARES SUBJECT TO THE OPTION
SHALL VEST, IF AT ALL, ONLY DURING THE PERIOD OF THE GRANTEE'S CONTINUOUS
SERVICE (NOT THROUGH THE ACT OF BEING HIRED, BEING GRANTED THE OPTION OR
ACQUIRING SHARES HEREUNDER). THE GRANTEE FURTHER ACKNOWLEDGES AND AGREES
THAT NOTHING IN THIS NOTICE, THE OPTION AGREEMENT, OR THE PLAN SHALL CONFER
UPON THE GRANTEE ANY RIGHT WITH RESPECT TO FUTURE AWARDS OR CONTINUATION
OF GRANTEE'S CONTINUOUS SERVICE, NOR SHALL IT INTERFERE IN ANY WAY WITH THE
GRANTEE'S RIGHT OR THE RIGHT OF THE GRANTEE'S EMPLOYER TO TERMINATE GRANTEE'S
CONTINUOUS SERVICE, WITH OR WITHOUT CAUSE, AND WITH OR WITHOUT NOTICE. THE
GRANTEE ACKNOWLEDGES THAT UNLESS THE GRANTEE HAS A WRITTEN EMPLOYMENT
AGREEMENT WITH THE COMPANY TO THE CONTRARY, GRANTEE'S STATUS IS AT WILL.

The Grantee acknowledges receipt of a copy of the Plan and the Option Agreement, and represents that he or
she is familiar with the terms and provisions thereof, and hereby accepts the Option subject to all of the terms and
provisions hereof and thereof. The Grantee has reviewed this Notice, the Plan, and the Option Agreement in their
entirety, has had an opportunity to obtain the advice of counsel prior to executing this Notice, and fully
understands all provisions of this Notice, the Plan and the Option Agreement. The Grantee hereby agrees that all
disputes arising out of or relating to this Notice, the Plan and the Option Agreement shall be resolved in
accordance with Section 13 of the Option Agreement. The Grantee further agrees to notify the Company upon
any change in the residence address indicated in this Notice.

          Dated:                                          Signed:
                -----------------------------                    ---------------------------------
                                                                            Grantee




                                                         2

                                             AWARD NUMBER:

            MTI TECHNOLOGY CORPORATION 2006 STOCK INCENTIVE PLAN (CT)

                                 STOCK OPTION AWARD AGREEMENT

1. Grant of Option. MTI Technology Corporation, a Delaware corporation (the "Company"), hereby grants to
the Grantee (the "Grantee") named in the Notice of Stock Option Award (the "Notice"), an option (the "Option")
to purchase the Total Number of Shares of Common Stock subject to the Option (the "Shares") set forth in the
Notice, at the Exercise Price per Share set forth in the Notice (the "Exercise Price") subject to the terms and
provisions of the Notice, this Stock Option Award Agreement (the "Option Agreement") and the Company's
2006 Stock Incentive Plan (CT), as amended from time to time (the "Plan"), which are incorporated herein by
reference. Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in
this Option Agreement.

If designated in the Notice as an Incentive Stock Option, the Option is intended to qualify as an Incentive Stock
Option as defined in Section 422 of the Code. However, notwithstanding such designation, to the extent that the
aggregate Fair Market Value of Shares subject to Options designated as Incentive Stock Options which become
exercisable for the first time by the Grantee during any calendar year (under all plans of the Company or any
Parent or Subsidiary) exceeds $100,000, such excess Options, to the extent of the Shares covered thereby in
excess of the foregoing limitation, shall be treated as Non-Qualified Stock Options. For this purpose, Incentive
Stock Options shall be taken into account in the order in which they were granted, and the Fair Market Value of
the Shares shall be determined as of the date the Option with respect to such Shares is awarded.

2. Exercise of Option.

(a) Right to Exercise.

(i) The Option shall be exercisable during its term in accordance with the Vesting Schedule set out in the Notice
and with the applicable provisions of the Plan and this Option Agreement. The Option shall be subject to the
provisions of Section 11 of the Plan relating to the exercisability or termination of the Option in the event of a
Corporate Transaction, Change in Control or Related Entity Disposition. The Grantee shall be subject to
reasonable limitations on the number of requested exercises during any monthly or weekly period as determined
by the Administrator. In no event shall the Company issue fractional Shares.

(ii) Immediately prior to the consummation of any Corporate Transaction or Change in Control any unvested
stock options under this Option Agreement shall be automatically fully vested and exercisable. Any options so
vested shall remain fully exercisable until the expiration or sooner termination of this Option Agreement.

(iii) Effective upon the consummation of the Corporate Transaction or Change in Control, all outstanding options
under this Option Agreement shall terminate and

                                                         1


cease to remain outstanding, except to the extent assumed by the successor company or its parent.

(b) Method of Exercise. The Option shall be exercisable only by delivery of an Exercise Notice (attached as
Exhibit A) which shall state the election to exercise the Option, the whole number of Shares in respect of which
the Option is being exercised, such other representations and agreements as to the holder's investment intent with
respect to such Shares and such other provisions as may be required by the Administrator. The Exercise Notice
shall be signed by the Grantee and shall be delivered in person, by certified mail, or by such other method as
determined from time to time by the Administrator to the Company accompanied by payment of the Exercise
Price. The Option shall be deemed to be exercised upon receipt by the Company of such written notice
accompanied by the Exercise Price, which, to the extent selected, shall be deemed to be satisfied by use of the
broker-dealer sale and remittance procedure to pay the Exercise Price provided in Section 3(d), below.

(c) Taxes. No Shares will be delivered to the Grantee or other person pursuant to the exercise of the Option until
the Grantee or other person has made arrangements acceptable to the Administrator for the satisfaction of
applicable income tax, employment tax, and social security tax withholding obligations, including, without
limitation, obligations incident to the receipt of Shares or the disqualifying disposition of Shares received on
exercise of an Incentive Stock Option. Upon exercise of the Option, the Company or the Grantee's employer
may offset or withhold (from any amount owed by the Company or the Grantee's employer to the Grantee) or
collect from the Grantee or other person an amount sufficient to satisfy such tax obligations and/or the employer's
withholding obligations.

3. Method of Payment. Payment of the Exercise Price shall be by any of the following, or a combination thereof,
at the election of the Grantee; provided, however, that such exercise method does not then violate any Applicable
Law and, provided further, that the portion of the Exercise Price equal to the par value of the Shares must be
paid in cash or other legal consideration permitted by the Delaware General Corporation Law:

(a) cash;

(b) check;

(c) surrender of Shares or delivery of a properly executed form of attestation of ownership of Shares as the
Administrator may require (including withholding of Shares otherwise deliverable upon exercise of the Option)
which have a Fair Market Value on the date of surrender or attestation equal to the aggregate Exercise Price of
the Shares as to which the Option is being exercised (but only to the extent that such exercise of the Option
would not result in an accounting compensation charge with respect to the Shares used to pay the exercise price);
or

(d) payment through a broker-dealer sale and remittance procedure pursuant to which the Grantee (i) shall
provide written instructions to a Company designated brokerage firm to effect the immediate sale of some or all
of the purchased Shares and remit to the

                                                          2


Company, out of the sale proceeds available on the settlement date, sufficient funds to cover the aggregate
exercise price payable for the purchased Shares and
(ii) shall provide written directives to the Company to deliver the certificates for the purchased Shares directly to
such brokerage firm in order to complete the sale transaction.

4. Restrictions on Exercise. The Option may not be exercised if the issuance of the Shares subject to the Option
upon such exercise would constitute a violation of any Applicable Laws. In addition, the Option, if an Incentive
Stock Option, may not be exercised until such time as the Plan has been approved by the stockholders of the
Company.

5. Termination or Change of Continuous Service. In the event the Grantee's Continuous Service terminates, other
than for Cause, the Grantee may, to the extent otherwise so entitled at the date of such termination (the
"Termination Date"), exercise the Option during the Post-Termination Exercise Period. In the event of termination
of the Grantee's Continuous Service for Cause, the Grantee's right to exercise the Option shall, except as
otherwise determined by the Administrator, terminate concurrently with the termination of the Grantee's
Continuous Service. In no event shall the Option be exercised later than the Expiration Date set forth in the
Notice. In the event of the Grantee's change in status from Employee, Director or Consultant to any other status
of Employee, Director or Consultant, the Option shall remain in effect and, except to the extent otherwise
determined by the Administrator, continue to vest; provided, however, that with respect to any Incentive Stock
Option that shall remain in effect after a change in status from Employee to Director or Consultant, such Incentive
Stock Option shall cease to be treated as an Incentive Stock Option and shall be treated as a Non-Qualified
Stock Option on the day three (3) months and one (1) day following such change in status. Except as provided in
Sections 6 and 7 below, to the extent that the Grantee is not entitled to exercise the Option on the Termination
Date, or if the Grantee does not exercise the Option within the Post-Termination Exercise Period, the Option
shall terminate.

6. Disability of Grantee. In the event the Grantee's Continuous Service terminates as a result of his or her
Disability, the Grantee may, but only within twelve (12) months from the Termination Date (and in no event later
than the Expiration Date), exercise the Option to the extent he or she was otherwise entitled to exercise it on the
Termination Date; provided, however, that if such Disability is not a "disability" as such term is defined in Section
22(e)(3) of the Code and the Option is an Incentive Stock Option, such Incentive Stock Option shall cease to be
treated as an Incentive Stock Option and shall be treated as a Non-Qualified Stock Option on the day three (3)
months and one (1) day following the Termination Date. To the extent that the Grantee is not entitled to exercise
the Option on the Termination Date, or if the Grantee does not exercise the Option to the extent so entitled within
the time specified herein, the Option shall terminate.

7. Death of Grantee. In the event of the termination of the Grantee's Continuous Service as a result of his or her
death, or in the event of the Grantee's death during the Post-Termination Exercise Period or during the twelve
(12) month period following the Grantee's termination of Continuous Service as a result of his or her Disability,
the Grantee's estate, or a person who acquired the right to exercise the Option by bequest or inheritance, may
exercise the Option, but only to the extent the Grantee could exercise the Option at the date of termination, within
twelve (12) months from the date of death (but in no event later than the Expiration Date).

                                                          3


To the extent that the Grantee is not entitled to exercise the Option on the date of death, or if the Option is not
exercised to the extent so entitled within the time specified herein, the Option shall terminate.

8. Transferability of Option. The Option, if an Incentive Stock Option, may not be transferred in any manner
other than by will or by the laws of descent and distribution and may be exercised during the lifetime of the
Grantee only by the Grantee; provided, however, that the Grantee may designate a beneficiary of the Grantee's
Incentive Stock Option in the event of the Grantee's death on a beneficiary designation form provided by the
Administrator. The Option, if a Non-Qualified Stock Option may be transferred to any person by will and by the
laws of descent and distribution. Non-Qualified Stock Options also may be transferred during the lifetime of the
Grantee by gift and pursuant to a domestic relations order to members of the Grantee's Immediate Family to the
extent and in the manner determined by the Administrator. The terms of the Option shall be binding upon the
executors, administrators, heirs, successors and transferees of the Grantee.

9. Term of Option. The Option may be exercised no later than the Expiration Date set forth in the Notice or such
earlier date as otherwise provided herein.

10. Tax Consequences. Set forth below is a brief summary as of the date of this Option Agreement of some of
the federal tax consequences of exercise of the Option and disposition of the Shares. THIS SUMMARY IS
NECESSARILY INCOMPLETE, AND THE TAX LAWS AND REGULATIONS ARE SUBJECT TO
CHANGE. THE GRANTEE SHOULD CONSULT A TAX ADVISER BEFORE EXERCISING THE
OPTION OR DISPOSING OF THE SHARES.

(a) Exercise of Incentive Stock Option. If the Option qualifies as an Incentive Stock Option, there will be no
regular federal income tax liability upon the exercise of the Option, although the excess, if any, of the Fair Market
Value of the Shares on the date of exercise over the Exercise Price will be treated as income for purposes of the
alternative minimum tax for federal tax purposes and may subject the Grantee to the alternative minimum tax in
the year of exercise.

(b) Exercise of Incentive Stock Option Following Disability. If the Grantee's Continuous Service terminates as a
result of Disability that is not total and permanent disability as defined in Section 22(e)(3) of the Code, to the
extent permitted on the date of termination, the Grantee must exercise an Incentive Stock Option within three (3)
months of such termination for the Incentive Stock Option to be qualified as an Incentive Stock Option.

(c) Exercise of Non-Qualified Stock Option. On exercise of a Non-Qualified Stock Option, the Grantee will be
treated as having received compensation income (taxable at ordinary income tax rates) equal to the excess, if any,
of the Fair Market Value of the Shares on the date of exercise over the Exercise Price. If the Grantee is an
Employee or a former Employee, the Company will be required to withhold from the Grantee's compensation or
collect from the Grantee and pay to the applicable taxing authorities an amount in cash equal to a percentage of
this compensation income at the time of exercise, and may refuse to honor the

                                                          4


exercise and refuse to deliver Shares if such withholding amounts are not delivered at the time of exercise.

(d) Disposition of Shares. In the case of a Non-Qualified Stock Option, if Shares are held for more than one
year, any gain realized on disposition of the Shares will be treated as long-term capital gain for federal income tax
purposes and subject to tax at a maximum rate of 20%. In the case of an Incentive Stock Option, if Shares
transferred pursuant to the Option are held for more than one year after receipt of the Shares and are disposed
more than two years after the Date of Award, any gain realized on disposition of the Shares also will be treated
as capital gain for federal income tax purposes and subject to the same tax rates and holding periods that apply to
Shares acquired upon exercise of a Non-Qualified Stock Option. If Shares purchased under an Incentive Stock
Option are disposed of prior to the expiration of such one-year or two-year periods, any gain realized on such
disposition will be treated as compensation income (taxable at ordinary income rates) to the extent of the
difference between the Exercise Price and the lesser of (i) the Fair Market Value of the Shares on the date of
exercise, or (ii) the sale price of the Shares.

11. Entire Agreement: Governing Law. The Notice, the Plan and this Option Agreement constitute the entire
agreement of the parties with respect to the subject matter hereof and supersede in their entirety all prior
undertakings and agreements of the Company and the Grantee with respect to the subject matter hereof, and may
not be modified adversely to the Grantee's interest except by means of a writing signed by the Company and the
Grantee. Nothing in the Notice, the Plan and this Option Agreement (except as expressly provided therein) is
intended to confer any rights or remedies on any persons other than the parties. The Notice, the Plan and this
Option Agreement are to be construed in accordance with and governed by the internal laws of the State of
California (as permitted by Section 1646.5 of the California Civil Code, or any similar successor provision)
without giving effect to any choice of law rule that would cause the application of the laws of any jurisdiction other
than the internal laws of the State of California to the rights and duties of the parties. Should any provision of the
Notice, the Plan or this Option Agreement be determined by a court of law to be illegal or unenforceable, such
provision shall be enforced to the fullest extent allowed by law and the other provisions shall nevertheless remain
effective and shall remain enforceable.

12. Headings. The captions used in the Notice and this Option Agreement are inserted for convenience and shall
not be deemed a part of the Option for construction or interpretation.

13. Dispute Resolution The provisions of this Section 13 shall be the exclusive means of resolving disputes arising
out of or relating to the Notice, the Plan and this Option Agreement. The Company, the Grantee, and the
Grantee's assignees pursuant to Section 8 (the "parties") shall attempt in good faith to resolve any disputes arising
out of or relating to the Notice, the Plan and this Option Agreement by negotiation between individuals who have
authority to settle the controversy. Negotiations shall be commenced by either party by notice of a written
statement of the party's position and the name and title of the individual who will represent the party. Within thirty
(30) days of the written notification, the parties shall meet at a mutually acceptable time and place, and thereafter
as often as they reasonably deem necessary,

                                                           5


to resolve the dispute. If the dispute has not been resolved by negotiation, the parties agree that any suit, action,
or proceeding arising out of or relating to the Notice, the Plan or this Option Agreement shall be brought in the
United States District Court for the Central District of California (or should such court lack jurisdiction to hear
such action, suit or proceeding, in a California state court in the County of Orange) and that the parties shall
submit to the jurisdiction of such court. The parties irrevocably waive, to the fullest extent permitted by law, any
objection the party may have to the laying of venue for any such suit, action or proceeding brought in such court.
THE PARTIES ALSO EXPRESSLY WAIVE ANY RIGHT THEY HAVE OR MAY HAVE TO A JURY
TRIAL OF ANY SUCH SUIT, ACTION OR PROCEEDING. If any one or more provisions of this Section
13 shall for any reason be held invalid or unenforceable, it is the specific intent of the parties that such provisions
shall be modified to the minimum extent necessary to make it or its application valid and enforceable.

14. Notices. Any notice required or permitted hereunder shall be given in writing and shall be deemed effectively
given upon personal delivery or upon deposit in the United States mail by certified mail (if the parties are within
the United States) or upon deposit for delivery by an internationally recognized express mail courier service (for
international delivery of notice), with postage and fees prepaid, addressed to the other party at its address as
shown beneath its signature in the Notice, or to such other address as such party may designate in writing from
time to time to the other party.

                                                           6


                                  EXHIBIT A
            MTI TECHNOLOGY CORPORATION 2006 STOCK INCENTIVE PLAN (CT)
                               EXERCISE NOTICE

MTI Technology Corporation
17595 Cartwright Road
Irvine, CA 92614

Attention: Secretary

1. Exercise of Option. Effective as of today, ______________, ___ the undersigned (the "Grantee") hereby
elects to exercise the Grantee's option to purchase ___________ shares of the Common Stock (the "Shares") of
MTI Technology Corporation (the "Company") under and pursuant to the Company's 2006 Stock Incentive Plan
(CT), as amended from time to time (the "Plan") and the [ ] Incentive [ ] Non-Qualified Stock Option Award
Agreement (the "Option Agreement") and Notice of Stock Option Award (the "Notice") dated
______________, ________. Unless otherwise defined herein, the terms defined in the Plan shall have the same
defined meanings in this Exercise Notice.

2. Representations of the Grantee. The Grantee acknowledges that the Grantee has received, read and
understood the Notice, the Plan, and the Option Agreement and agrees to abide by and be bound by their terms
and conditions.

3. Rights as Stockholder. Until the stock certificate evidencing such Shares is issued (as evidenced by the
appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company), no right
to vote or receive dividends or any other rights as a stockholder shall exist with respect to the Shares,
notwithstanding the exercise of the Option. The Company shall issue (or cause to be issued) such stock certificate
promptly after the Option is exercised. No adjustment will be made for a dividend or other right for which the
record date is prior to the date the stock certificate is issued, except as provided in Section 10 of the Plan.

4. Delivery of Payment. The Grantee herewith delivers to the Company the full Exercise Price for the Shares,
which, to the extent selected, shall be deemed to be satisfied by use of the broker-dealer sale and remittance
procedure to pay the Exercise Price provided in Section 3(d) of the Option Agreement.

5. Tax Consultation. The Grantee understands that the Grantee may suffer adverse tax consequences as a result
of the Grantee's purchase or disposition of the Shares. The Grantee represents that the Grantee has consulted
with any tax consultants the Grantee deems advisable in connection with the purchase or disposition of the Shares
and that the Grantee is not relying on the Company for any tax advice

                                                            1


6. Taxes. The Grantee agrees to satisfy all applicable federal, state and local income and employment tax
withholding obligations and herewith delivers to the Company the full amount of such obligations or has made
arrangements acceptable to the Company to satisfy such obligations. In the case of an Incentive Stock Option,
the Grantee also agrees, as partial consideration for the designation of the Option as an Incentive Stock Option,
to notify the Company in writing within thirty (30) days of any disposition of any shares acquired by exercise of
the Option if such disposition occurs within two (2) years from the Date of Award or within one (1) year from the
date the Shares were transferred to the Grantee. If the Company is required to satisfy any federal, state or local
income or employment tax withholding obligations as a result of such an early disposition, the Grantee agrees to
satisfy the amount of such withholding in a manner that the Administrator prescribes.

7. Successors and Assigns. The Company may assign any of its rights under this Exercise Notice to single or
multiple assignees, and this agreement shall inure to the benefit of the successors and assigns of the Company.
This Exercise Notice shall be binding upon the Grantee and his or her heirs, executors, administrators, successors
and assigns.

8. Headings. The captions used in this Exercise Notice are inserted for convenience and shall not be deemed a
part of this agreement for construction or interpretation.

9. Dispute Resolution. The provisions of Section 13 of the Option Agreement shall be the exclusive means of
resolving disputes arising out of or relating to this Exercise Notice.

10. Governing Law; Severability. This Exercise Notice is to be construed in accordance with and governed by
the internal laws of the State of California (as permitted by Section 1646.5 of the California Civil Code, or any
similar successor provision) without giving effect to any choice of law rule that would cause the application of the
laws of any jurisdiction other than the internal laws of the State of California to the rights and duties of the parties.
Should any provision of this Exercise Notice be determined by a court of law to be illegal or unenforceable, such
provision shall be enforced to the fullest extent allowed by law and the other provisions shall nevertheless remain
effective and shall remain enforceable.

11. Notices. Any notice required or permitted hereunder shall be given in writing and shall be deemed effectively
given upon personal delivery or upon deposit in the United States mail by certified mail, (if the parties are within
the United States) or upon deposit for delivery by an internationally recognized express mail courier service (for
international delivery of notice) with postage and fees prepaid, addressed to the other party at its address as
shown below beneath its signature, or to such other address as such party may designate in writing from time to
time to the other party.

12. Further Instruments. The parties agree to execute such further instruments and to take such further action as
may be reasonably necessary to carry out the purposes and intent of this agreement.

13. Entire Agreement. The Notice, the Plan, and the Option Agreement are incorporated herein by reference,
and together with this Exercise Notice constitute the entire agreement of the parties with respect to the subject
matter hereof and supersede in their entirety

                                                         2


all prior undertakings and agreements of the Company and the Grantee with respect to the subject matter hereof,
and may not be modified adversely to the Grantee's interest except by means of a writing signed by the Company
and the Grantee. Nothing in the Notice, the Plan, the Option Agreement and this Exercise Notice (except as
expressly provided therein) is intended to confer any rights or remedies on any persons other than the parties.

          Submitted by:                                   Accepted by:
          GRANTEE:                                        MTI Technology Corporation

                                                          By:
                                                             -------------------------------------
                                                          Title:
          ---------------------------------                     ----------------------------------
                  (Signature)


          Address:                                        Address:
          -------                                         -------
                                                          17595 Cartwright Road
          ---------------------------------               Irvine, CA 92614
          ---------------------------------




                                                         3


                                                  Exhibit 10.36

            MTI TECHNOLOGY CORPORATION 2006 STOCK INCENTIVE PLAN (CT)
                        NOTICE OF STOCK OPTION AWARD

                                         Grantee's Name and Address:



You have been granted an option to purchase shares of Common Stock, subject to the terms and conditions of
this Notice of Stock Option Award (the "Notice"), the MTI Technology Corporation 2006 Stock Incentive Plan
(CT), as amended from time to time (the "Plan") and the Stock Option Award Agreement (the "Option
Agreement") attached hereto, as follows. Unless otherwise defined herein, the terms defined in the Plan shall have
the same defined meanings in this Notice.

               Award Number:
                                                       --------------------------------------
               Date of Award:
                                                       --------------------------------------
               Vesting Commencement Date:
                                                       --------------------------------------
               Exercise Price per Share:               $
                                                       --------------------------------------
               Total Number of Shares subject
               to the Option:
                                                       --------------------------------------
               Total Exercise Price:                   $
                                                       --------------------------------------
               Type of Option:                               Incentive Stock Option
                                                       -----
                                                             Non-Qualified Stock Option
                                                       -----
               Expiration Date:
                                                       --------------------------------------
               Post-Termination Exercise Period:           Three (3) Months
                                                       --------------------------------------




Vesting Schedule:

Subject to Grantee's Continuous Service and other limitations set forth in this Notice, the Plan and the Option
Agreement, the Option may be exercised, in whole or in part, in accordance with the following schedule:

    36-MONTH (3 YEAR) VESTING WITH 6-MONTH CLIFF AND MONTHLY THEREAFTER:

Six-thirty-sixths (6/36th) of the shares subject to the Option shall vest six (6) months after the Vesting
Commencement Date. One-thirtieth (1/30th) of the remaining unvested shares subject to the Option shall vest at
the end of the 7th month and each month thereafter, such that the Option will be one hundred percent (100%)
vested after thirty-six (36) months of Continuous Services from the Vesting Commencement Date.

During any authorized leave of absence, the vesting of the Option as provided in this schedule shall cease after the
leave of absence exceeds a period of ninety (90) days. Vesting of the Option shall resume upon the Grantee's
termination of the leave of absence and return to service to the Company or a Related Entity.

                                                         1


In the event of the Grantee's change in status from Employee to Consultant or from an Employee whose
customary employment is 20 hours or more per week to an Employee whose customary employment is fewer
than 20 hours per week, vesting of the Option shall continue only to the extent determined by the Administrator
as of such change in status.

In the event of termination of the Grantee's Continuous Service for Cause, the Grantee's right to exercise the
Option shall terminate concurrently with the termination of the Grantee's Continuous Service.

IN WITNESS WHEREOF, the Company and the Grantee have executed this Notice and agree that the Option
is to be governed by the terms and conditions of this Notice, the Plan, and the Option Agreement.

MTI Technology Corporation, A Delaware corporation

By:

Title:

THE GRANTEE ACKNOWLEDGES AND AGREES THAT THE SHARES SUBJECT TO THE OPTION
SHALL VEST, IF AT ALL, ONLY DURING THE PERIOD OF THE GRANTEE'S CONTINUOUS
SERVICE (NOT THROUGH THE ACT OF BEING HIRED, BEING GRANTED THE OPTION OR
ACQUIRING SHARES HEREUNDER). THE GRANTEE FURTHER ACKNOWLEDGES AND AGREES
THAT NOTHING IN THIS NOTICE, THE OPTION AGREEMENT, OR THE PLAN SHALL CONFER
UPON THE GRANTEE ANY RIGHT WITH RESPECT TO FUTURE AWARDS OR CONTINUATION
OF GRANTEE'S CONTINUOUS SERVICE, NOR SHALL IT INTERFERE IN ANY WAY WITH THE
GRANTEE'S RIGHT OR THE RIGHT OF THE GRANTEE'S EMPLOYER TO TERMINATE GRANTEE'S
CONTINUOUS SERVICE, WITH OR WITHOUT CAUSE, AND WITH OR WITHOUT NOTICE. THE
GRANTEE ACKNOWLEDGES THAT UNLESS THE GRANTEE HAS A WRITTEN EMPLOYMENT
AGREEMENT WITH THE COMPANY TO THE CONTRARY, GRANTEE'S STATUS IS AT WILL.

The Grantee acknowledges receipt of a copy of the Plan and the Option Agreement, and represents that he or
she is familiar with the terms and provisions thereof, and hereby accepts the Option subject to all of the terms and
provisions hereof and thereof. The Grantee has reviewed this Notice, the Plan, and the Option Agreement in their
entirety, has had an opportunity to obtain the advice of counsel prior to executing this Notice, and fully
understands all provisions of this Notice, the Plan and the Option Agreement. The Grantee hereby agrees that all
disputes arising out of or relating to this Notice, the Plan and the Option Agreement shall be resolved in
accordance with Section 13 of the Option Agreement. The Grantee further agrees to notify the Company upon
any change in the residence address indicated in this Notice.

          Dated:                                           Signed:
                ----------------------------                      ---------------------------------
                                                                             Grantee




                                                          2

                                              AWARD NUMBER:


            MTI TECHNOLOGY CORPORATION 2006 STOCK INCENTIVE PLAN (CT)
                        STOCK OPTION AWARD AGREEMENT

1. Grant of Option. MTI Technology Corporation, a Delaware corporation (the "Company"), hereby grants to
the Grantee (the "Grantee") named in the Notice of Stock Option Award (the "Notice"), an option (the "Option")
to purchase the Total Number of Shares of Common Stock subject to the Option (the "Shares") set forth in the
Notice, at the Exercise Price per Share set forth in the Notice (the "Exercise Price") subject to the terms and
provisions of the Notice, this Stock Option Award Agreement (the "Option Agreement") and the Company's
2006 Stock Incentive Plan (CT), as amended from time to time (the "Plan"), which are incorporated herein by
reference. Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in
this Option Agreement.

If designated in the Notice as an Incentive Stock Option, the Option is intended to qualify as an Incentive Stock
Option as defined in Section 422 of the Code. However, notwithstanding such designation, to the extent that the
aggregate Fair Market Value of Shares subject to Options designated as Incentive Stock Options which become
exercisable for the first time by the Grantee during any calendar year (under all plans of the Company or any
Parent or Subsidiary) exceeds $100,000, such excess Options, to the extent of the Shares covered thereby in
excess of the foregoing limitation, shall be treated as Non-Qualified Stock Options. For this purpose, Incentive
Stock Options shall be taken into account in the order in which they were granted, and the Fair Market Value of
the Shares shall be determined as of the date the Option with respect to such Shares is awarded.

2. Exercise of Option.

(a) Right to Exercise. The Option shall be exercisable during its term in accordance with the Vesting Schedule set
out in the Notice and with the applicable provisions of the Plan and this Option Agreement. The Option shall be
subject to the provisions of Section 11 of the Plan relating to the exercisability or termination of the Option in the
event of a Corporate Transaction, Change in Control or Related Entity Disposition. The Grantee shall be subject
to reasonable limitations on the number of requested exercises during any monthly or weekly period as
determined by the Administrator. In no event shall the Company issue fractional Shares.

(b) Method of Exercise. The Option shall be exercisable only by delivery of an Exercise Notice (attached as
Exhibit A) which shall state the election to exercise the Option, the whole number of Shares in respect of which
the Option is being exercised, such other representations and agreements as to the holder's investment intent with
respect to such Shares and such other provisions as may be required by the Administrator. The Exercise Notice
shall be signed by the Grantee and shall be delivered in person, by certified mail, or by such other method as
determined from time to time by the Administrator to the Company accompanied by payment of the Exercise
Price. The Option shall be deemed to be exercised upon receipt by the

                                                          1


Company of such written notice accompanied by the Exercise Price, which, to the extent selected, shall be
deemed to be satisfied by use of the broker-dealer sale and remittance procedure to pay the Exercise Price
provided in Section
3(d), below.

(c) Taxes. No Shares will be delivered to the Grantee or other person pursuant to the exercise of the Option until
the Grantee or other person has made arrangements acceptable to the Administrator for the satisfaction of
applicable income tax, employment tax, and social security tax withholding obligations, including, without
limitation, obligations incident to the receipt of Shares or the disqualifying disposition of Shares received on
exercise of an Incentive Stock Option. Upon exercise of the Option, the Company or the Grantee's employer
may offset or withhold (from any amount owed by the Company or the Grantee's employer to the Grantee) or
collect from the Grantee or other person an amount sufficient to satisfy such tax obligations and/or the employer's
withholding obligations.

3. Method of Payment. Payment of the Exercise Price shall be by any of the following, or a combination thereof,
at the election of the Grantee; provided, however, that such exercise method does not then violate any Applicable
Law and, provided further, that the portion of the Exercise Price equal to the par value of the Shares must be
paid in cash or other legal consideration permitted by the Delaware General Corporation Law:

(a) cash;

(b) check;

(c) surrender of Shares or delivery of a properly executed form of attestation of ownership of Shares as the
Administrator may require (including withholding of Shares otherwise deliverable upon exercise of the Option)
which have a Fair Market Value on the date of surrender or attestation equal to the aggregate Exercise Price of
the Shares as to which the Option is being exercised (but only to the extent that such exercise of the Option
would not result in an accounting compensation charge with respect to the Shares used to pay the exercise price);
or

(d) payment through a broker-dealer sale and remittance procedure pursuant to which the Grantee (i) shall
provide written instructions to a Company designated brokerage firm to effect the immediate sale of some or all
of the purchased Shares and remit to the Company, out of the sale proceeds available on the settlement date,
sufficient funds to cover the aggregate exercise price payable for the purchased Shares and (ii) shall provide
written directives to the Company to deliver the certificates for the purchased Shares directly to such brokerage
firm in order to complete the sale transaction.

4. Restrictions on Exercise. The Option may not be exercised if the issuance of the Shares subject to the Option
upon such exercise would constitute a violation of any Applicable Laws. In addition, the Option, if an Incentive
Stock Option, may not be exercised until such time as the Plan has been approved by the stockholders of the
Company.

5. Termination or Change of Continuous Service. In the event the Grantee's Continuous Service terminates, other
than for Cause, the Grantee may, to the extent otherwise so

                                                         2


entitled at the date of such termination (the "Termination Date"), exercise the Option during the Post-Termination
Exercise Period. In the event of termination of the Grantee's Continuous Service for Cause, the Grantee's right to
exercise the Option shall, except as otherwise determined by the Administrator, terminate concurrently with the
termination of the Grantee's Continuous Service. In no event shall the Option be exercised later than the
Expiration Date set forth in the Notice. In the event of the Grantee's change in status from Employee, Director or
Consultant to any other status of Employee, Director or Consultant, the Option shall remain in effect and, except
to the extent otherwise determined by the Administrator, continue to vest; provided, however, that with respect
to any Incentive Stock Option that shall remain in effect after a change in status from Employee to Director or
Consultant, such Incentive Stock Option shall cease to be treated as an Incentive Stock Option and shall be
treated as a Non-Qualified Stock Option on the day three (3) months and one (1) day following such change in
status. Except as provided in Sections 6 and 7 below, to the extent that the Grantee is not entitled to exercise the
Option on the Termination Date, or if the Grantee does not exercise the Option within the Post-Termination
Exercise Period, the Option shall terminate.
6. Disability of Grantee. In the event the Grantee's Continuous Service terminates as a result of his or her
Disability, the Grantee may, but only within twelve (12) months from the Termination Date (and in no event later
than the Expiration Date), exercise the Option to the extent he or she was otherwise entitled to exercise it on the
Termination Date; provided, however, that if such Disability is not a "disability" as such term is defined in Section
22(e)(3) of the Code and the Option is an Incentive Stock Option, such Incentive Stock Option shall cease to be
treated as an Incentive Stock Option and shall be treated as a Non-Qualified Stock Option on the day three (3)
months and one (1) day following the Termination Date. To the extent that the Grantee is not entitled to exercise
the Option on the Termination Date, or if the Grantee does not exercise the Option to the extent so entitled within
the time specified herein, the Option shall terminate.

7. Death of Grantee. In the event of the termination of the Grantee's Continuous Service as a result of his or her
death, or in the event of the Grantee's death during the Post-Termination Exercise Period or during the twelve
(12) month period following the Grantee's termination of Continuous Service as a result of his or her Disability,
the Grantee's estate, or a person who acquired the right to exercise the Option by bequest or inheritance, may
exercise the Option, but only to the extent the Grantee could exercise the Option at the date of termination, within
twelve (12) months from the date of death (but in no event later than the Expiration Date). To the extent that the
Grantee is not entitled to exercise the Option on the date of death, or if the Option is not exercised to the extent
so entitled within the time specified herein, the Option shall terminate.

8. Transferability of Option. The Option, if an Incentive Stock Option, may not be transferred in any manner
other than by will or by the laws of descent and distribution and may be exercised during the lifetime of the
Grantee only by the Grantee; provided, however, that the Grantee may designate a beneficiary of the Grantee's
Incentive Stock Option in the event of the Grantee's death on a beneficiary designation form provided by the
Administrator. The Option, if a Non-Qualified Stock Option may be transferred to any person by will and by the
laws of descent and distribution. Non-Qualified Stock Options also may be transferred during the lifetime of the
Grantee by gift and pursuant to a domestic relations order to members of the

                                                          3


Grantee's Immediate Family to the extent and in the manner determined by the Administrator. The terms of the
Option shall be binding upon the executors, administrators, heirs, successors and transferees of the Grantee.

9. Term of Option. The Option may be exercised no later than the Expiration Date set forth in the Notice or such
earlier date as otherwise provided herein.

10. Tax Consequences. Set forth below is a brief summary as of the date of this Option Agreement of some of
the federal tax consequences of exercise of the Option and disposition of the Shares. THIS SUMMARY IS
NECESSARILY INCOMPLETE, AND THE TAX LAWS AND REGULATIONS ARE SUBJECT TO
CHANGE. THE GRANTEE SHOULD CONSULT A TAX ADVISER BEFORE EXERCISING THE
OPTION OR DISPOSING OF THE SHARES.

(a) Exercise of Incentive Stock Option. If the Option qualifies as an Incentive Stock Option, there will be no
regular federal income tax liability upon the exercise of the Option, although the excess, if any, of the Fair Market
Value of the Shares on the date of exercise over the Exercise Price will be treated as income for purposes of the
alternative minimum tax for federal tax purposes and may subject the Grantee to the alternative minimum tax in
the year of exercise.

(b) Exercise of Incentive Stock Option Following Disability. If the Grantee's Continuous Service terminates as a
result of Disability that is not total and permanent disability as defined in Section 22(e)(3) of the Code, to the
extent permitted on the date of termination, the Grantee must exercise an Incentive Stock Option within three (3)
months of such termination for the Incentive Stock Option to be qualified as an Incentive Stock Option.

(c) Exercise of Non-Qualified Stock Option. On exercise of a Non-Qualified Stock Option, the Grantee will be
treated as having received compensation income (taxable at ordinary income tax rates) equal to the excess, if any,
of the Fair Market Value of the Shares on the date of exercise over the Exercise Price. If the Grantee is an
Employee or a former Employee, the Company will be required to withhold from the Grantee's compensation or
collect from the Grantee and pay to the applicable taxing authorities an amount in cash equal to a percentage of
this compensation income at the time of exercise, and may refuse to honor the exercise and refuse to deliver
Shares if such withholding amounts are not delivered at the time of exercise.

(d) Disposition of Shares. In the case of a Non-Qualified Stock Option, if Shares are held for more than one
year, any gain realized on disposition of the Shares will be treated as long-term capital gain for federal income tax
purposes and subject to tax at a maximum rate of 20%. In the case of an Incentive Stock Option, if Shares
transferred pursuant to the Option are held for more than one year after receipt of the Shares and are disposed
more than two years after the Date of Award, any gain realized on disposition of the Shares also will be treated
as capital gain for federal income tax purposes and subject to the same tax rates and holding periods that apply to
Shares acquired upon exercise of a Non-Qualified Stock Option. If Shares purchased under an Incentive Stock
Option are disposed of prior to the expiration of such one-year or two-year periods, any gain realized on such
disposition will be treated as

                                                          4


compensation income (taxable at ordinary income rates) to the extent of the difference between the Exercise
Price and the lesser of (i) the Fair Market Value of the Shares on the date of exercise, or (ii) the sale price of the
Shares.

11. Entire Agreement: Governing Law. The Notice, the Plan and this Option Agreement constitute the entire
agreement of the parties with respect to the subject matter hereof and supersede in their entirety all prior
undertakings and agreements of the Company and the Grantee with respect to the subject matter hereof, and may
not be modified adversely to the Grantee's interest except by means of a writing signed by the Company and the
Grantee. Nothing in the Notice, the Plan and this Option Agreement (except as expressly provided therein) is
intended to confer any rights or remedies on any persons other than the parties. The Notice, the Plan and this
Option Agreement are to be construed in accordance with and governed by the internal laws of the State of
California (as permitted by Section 1646.5 of the California Civil Code, or any similar successor provision)
without giving effect to any choice of law rule that would cause the application of the laws of any jurisdiction other
than the internal laws of the State of California to the rights and duties of the parties. Should any provision of the
Notice, the Plan or this Option Agreement be determined by a court of law to be illegal or unenforceable, such
provision shall be enforced to the fullest extent allowed by law and the other provisions shall nevertheless remain
effective and shall remain enforceable.

12. Headings. The captions used in the Notice and this Option Agreement are inserted for convenience and shall
not be deemed a part of the Option for construction or interpretation.

13. Dispute Resolution The provisions of this Section 13 shall be the exclusive means of resolving disputes arising
out of or relating to the Notice, the Plan and this Option Agreement. The Company, the Grantee, and the
Grantee's assignees pursuant to Section 8 (the "parties") shall attempt in good faith to resolve any disputes arising
out of or relating to the Notice, the Plan and this Option Agreement by negotiation between individuals who have
authority to settle the controversy. Negotiations shall be commenced by either party by notice of a written
statement of the party's position and the name and title of the individual who will represent the party. Within thirty
(30) days of the written notification, the parties shall meet at a mutually acceptable time and place, and thereafter
as often as they reasonably deem necessary, to resolve the dispute. If the dispute has not been resolved by
negotiation, the parties agree that any suit, action, or proceeding arising out of or relating to the Notice, the Plan
or this Option Agreement shall be brought in the United States District Court for the Central District of California
(or should such court lack jurisdiction to hear such action, suit or proceeding, in a California state court in the
County of Orange) and that the parties shall submit to the jurisdiction of such court. The parties irrevocably
waive, to the fullest extent permitted by law, any objection the party may have to the laying of venue for any such
suit, action or proceeding brought in such court. THE PARTIES ALSO EXPRESSLY WAIVE ANY RIGHT
THEY HAVE OR MAY HAVE TO A JURY TRIAL OF ANY SUCH SUIT, ACTION OR PROCEEDING.
If any one or more provisions of this Section 13 shall for any reason be held invalid or unenforceable, it is the
specific intent of the parties that such provisions shall be modified to the minimum extent necessary to make it or
its application valid and enforceable.

                                                          5


14. Notices. Any notice required or permitted hereunder shall be given in writing and shall be deemed effectively
given upon personal delivery or upon deposit in the United States mail by certified mail (if the parties are within
the United States) or upon deposit for delivery by an internationally recognized express mail courier service (for
international delivery of notice), with postage and fees prepaid, addressed to the other party at its address as
shown beneath its signature in the Notice, or to such other address as such party may designate in writing from
time to time to the other party.

                                                         6


                                                   EXHIBIT A

            MTI TECHNOLOGY CORPORATION 2006 STOCK INCENTIVE PLAN (CT)
                               EXERCISE NOTICE

MTI Technology Corporation
17595 Cartwright Road
Irvine, CA 92614

Attention: Secretary

1. Exercise of Option. Effective as of today, ______________, ___ the undersigned (the "Grantee") hereby
elects to exercise the Grantee's option to purchase ___________ shares of the Common Stock (the "Shares") of
MTI Technology Corporation (the "Company") under and pursuant to the Company's 2006 Stock Incentive Plan
(CT), as amended from time to time (the "Plan") and the [ ] Incentive [ ] Non-Qualified Stock Option Award
Agreement (the "Option Agreement") and Notice of Stock Option Award (the "Notice") dated
______________, ________. Unless otherwise defined herein, the terms defined in the Plan shall have the same
defined meanings in this Exercise Notice.

2. Representations of the Grantee. The Grantee acknowledges that the Grantee has received, read and
understood the Notice, the Plan, and the Option Agreement and agrees to abide by and be bound by their terms
and conditions.

3. Rights as Stockholder. Until the stock certificate evidencing such Shares is issued (as evidenced by the
appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company), no right
to vote or receive dividends or any other rights as a stockholder shall exist with respect to the Shares,
notwithstanding the exercise of the Option. The Company shall issue (or cause to be issued) such stock certificate
promptly after the Option is exercised. No adjustment will be made for a dividend or other right for which the
record date is prior to the date the stock certificate is issued, except as provided in Section 10 of the Plan.

4. Delivery of Payment. The Grantee herewith delivers to the Company the full Exercise Price for the Shares,
which, to the extent selected, shall be deemed to be satisfied by use of the broker-dealer sale and remittance
procedure to pay the Exercise Price provided in Section 3(d) of the Option Agreement.

5. Tax Consultation. The Grantee understands that the Grantee may suffer adverse tax consequences as a result
of the Grantee's purchase or disposition of the Shares. The Grantee represents that the Grantee has consulted
with any tax consultants the Grantee deems advisable in connection with the purchase or disposition of the Shares
and that the Grantee is not relying on the Company for any tax advice

                                                         1


6. Taxes. The Grantee agrees to satisfy all applicable federal, state and local income and employment tax
withholding obligations and herewith delivers to the Company the full amount of such obligations or has made
arrangements acceptable to the Company to satisfy such obligations. In the case of an Incentive Stock Option,
the Grantee also agrees, as partial consideration for the designation of the Option as an Incentive Stock Option,
to notify the Company in writing within thirty (30) days of any disposition of any shares acquired by exercise of
the Option if such disposition occurs within two (2) years from the Date of Award or within one (1) year from the
date the Shares were transferred to the Grantee. If the Company is required to satisfy any federal, state or local
income or employment tax withholding obligations as a result of such an early disposition, the Grantee agrees to
satisfy the amount of such withholding in a manner that the Administrator prescribes.

7. Successors and Assigns. The Company may assign any of its rights under this Exercise Notice to single or
multiple assignees, and this agreement shall inure to the benefit of the successors and assigns of the Company.
This Exercise Notice shall be binding upon the Grantee and his or her heirs, executors, administrators, successors
and assigns.

8. Headings. The captions used in this Exercise Notice are inserted for convenience and shall not be deemed a
part of this agreement for construction or interpretation.

9. Dispute Resolution. The provisions of Section 13 of the Option Agreement shall be the exclusive means of
resolving disputes arising out of or relating to this Exercise Notice.

10. Governing Law; Severability. This Exercise Notice is to be construed in accordance with and governed by
the internal laws of the State of California (as permitted by Section 1646.5 of the California Civil Code, or any
similar successor provision) without giving effect to any choice of law rule that would cause the application of the
laws of any jurisdiction other than the internal laws of the State of California to the rights and duties of the parties.
Should any provision of this Exercise Notice be determined by a court of law to be illegal or unenforceable, such
provision shall be enforced to the fullest extent allowed by law and the other provisions shall nevertheless remain
effective and shall remain enforceable.

11. Notices. Any notice required or permitted hereunder shall be given in writing and shall be deemed effectively
given upon personal delivery or upon deposit in the United States mail by certified mail, (if the parties are within
the United States) or upon deposit for delivery by an internationally recognized express mail courier service (for
international delivery of notice) with postage and fees prepaid, addressed to the other party at its address as
shown below beneath its signature, or to such other address as such party may designate in writing from time to
time to the other party.

12. Further Instruments. The parties agree to execute such further instruments and to take such further action as
may be reasonably necessary to carry out the purposes and intent of this agreement.

13. Entire Agreement. The Notice, the Plan, and the Option Agreement are incorporated herein by reference,
and together with this Exercise Notice constitute the entire agreement of the parties with respect to the subject
matter hereof and supersede in their entirety

                                                            2


all prior undertakings and agreements of the Company and the Grantee with respect to the subject matter hereof,
and may not be modified adversely to the Grantee's interest except by means of a writing signed by the Company
and the Grantee. Nothing in the Notice, the Plan, the Option Agreement and this Exercise Notice (except as
expressly provided therein) is intended to confer any rights or remedies on any persons other than the parties.

          Submitted by:                                     Accepted by:

          GRANTEE:                                          MTI Technology Corporation

                                                            By:
                                                               -------------------------------------
                                                            Title:
          ------------------------------------                    ----------------------------------
                         (Signature)

          Address:                                          Address:
                                                            17595 Cartwright Road
          ------------------------------------              Irvine, CA 92614
          ------------------------------------




                                                            3
  

                                                                   EXHIBIT 21.1

                   SUBSIDIARIES OF MTI TECHNOLOGY CORPORATION
                                                                     
                                                                   JURISDICTION OF
SUBSIDIARY                                                         INCORPORATION
MTI Technology GMBH                                                Germany
MTI Technology Limited                                             Scotland
MTI France SA                                                      France
MTI Technology Ireland Ltd.                                        Ireland
MTI Technology BV                                                  Holland
MTI Technology Limited                                             Ireland
MTI Technology BV-Irish Branch                                     Ireland

                                       65
  

                                                                                                 EXHIBIT 23.1

           CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We have issued our report dated June 27, 2006, accompanying the consolidated financial statements and 
schedule included in the Annual Report of MTI Technology Corporation and subsidiaries on Form 10-K for the
year ended April 1, 2006. We hereby consent to the incorporation by reference of said report in the Registration 
Statements of MTI Technology Corporation on Forms S-8 (Nos. 333-131403, 333-127302, 333-117401,
333-109060, 333-103065, 333-76972, 333-69030, 333-66716, 333-95915, 333-92623, 333-85579, 333-
61957, 333-46363, 333-50377, 333-18501, 33-75180 and 33-80438) and Forms S-3 (Nos. 333-129941,
333-118657 and 333-85410).

  
/S/ GRANT THORNTON LLP
Irvine, California
June 27, 2006 

                                                       66
  

                                                                                                            Exhibit 31.1 

                 CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT TO
                     SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Thomas P. Raimondi, Jr., Chairman, President and Chief Executive Officer of MTI Technology Corporation
(the “Company”), certify that:
1.   I have reviewed this Annual Report on Form 10-K for the fiscal year ended April 1, 2006, of the Company; 
  

2.   Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state
     a material fact necessary to make the statements made, in light of the circumstances under which such
     statements were made, not misleading with respect to the period covered by this report;
  

3.   Based on my knowledge, the financial statements, and other financial information included in this report, fairly
     present in all material respects the financial condition, results of operations and cash flows of the registrant as
     of, and for, the periods presented in this report;
  

4.   The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure
     controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and
     have:
  

a)   Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be
     designed under our supervision, to ensure that material information relating to the registrant, including its
     consolidated subsidiaries, is made known to us by others within those entities, particularly during the period
     in which this report is being prepared;
  

b)   [Paragraph omitted pursuant to SEC Release Nos. 33-8238 and 34-47986];
  

c)   Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report
     our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period
     covered by this report based on such evaluation; and
  

d)   Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred
     during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual
     report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control
     over financial reporting; and
  

5.   The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of
     internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s
     board of directors (or persons performing the equivalent functions):
  

a)   All significant deficiencies and material weaknesses in the design or operation of internal control over financial
     reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize
     and report financial information; and
  

b)   Any fraud, whether or not material, that involves management or other employees who have a significant role
     in the registrant’s internal controls over financial reporting.
                                                                                                 
                                                                                                 
Date: June 29, 2006                                        By:  /s/ THOMAS P. RAIMONDI, JR.      
                                                              Thomas P. Raimondi, Jr.            
                                                                Chairman, President and
                                                                                                 
                                                                Chief Executive Officer  

                                                            67
  

                                                                                                          

                                                                                                             Exhibit 31.2 

                 CERTIFICATION OF CHIEF FINANCIAL OFFICER PURSUANT TO
                     SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Scott Poteracki, Chief Financial Officer and Secretary of MTI Technology Corporation (the “Company”),
certify that:
1.   I have reviewed this Annual Report on Form 10-K for the fiscal year ended April 1, 2006, of the Company; 
  

2.   Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state
     a material fact necessary to make the statements made, in light of the circumstances under which such
     statements were made, not misleading with respect to the period covered by this report;
  

3.   Based on my knowledge, the financial statements, and other financial information included in this report, fairly
     present in all material respects the financial condition, results of operations and cash flows of the registrant as
     of, and for, the periods presented in this report;
  

4.   The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure
     controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and
     have:
  

a)   Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be
     designed under our supervision, to ensure that material information relating to the registrant, including its
     consolidated subsidiaries, is made known to us by others within those entities, particularly during the period
     in which this report is being prepared;
  

b)   [Paragraph omitted pursuant to SEC Release Nos. 33-8238 and 34-47986];
  

c)   Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report
     our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period
     covered by this report based on such evaluation; and
  

d)   Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred
     during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual
     report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control
     over financial reporting; and
  

5.   The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of
     internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s
     board of directors (or persons performing the equivalent functions):
  

a)   All significant deficiencies and material weaknesses in the design or operation of internal control over financial
     reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize
     and report financial information; and
  

b)   any fraud, whether or not material, that involves management or other employees who have a significant role
     in the registrant’s internal controls over financial reporting.
                                                                                                        
                                                                                                        
Date: June 29, 2006                                        By:  /s/ SCOTT POTERACKI                     
                                                              Scott Poteracki                           
                                                              Chief Financial Officer and Secretary     

                                                            68
  

                                                                                                       

                                                                                                          Exhibit 32.1 

                               Certification by the Chief Executive Officer
                 Pursuant to 18. U.S.C. Section 1350, as Adopted Pursuant to Section 906 
                                    of the Sarbanes-Oxley Act of 2002
In connection with the Annual Report on Form 10-K for the fiscal year ended April 1, 2006, of MTI Technology 
Corporation (the “Company”) as filed with the Securities and Exchange Commission on the date hereof (the
“Report”), I, Thomas P. Raimondi, Chairman, President and Chief Executive Officer of the Company, certify,
pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002,
that:
   1.   The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act
        of 1934 (15 U.S.C. Section 78m(a) or Section 780(d)); and 
  

   2.   The information contained in the Report fairly presents, in all material respects, the financial condition and
        results of operations of the Company.
     In witness whereof, the undersigned has executed and delivered this certificate as of the date set forth 
opposite his signature below.
                                                                                                      
                                                                                                      
Date: June 29, 2006                                    /s/ THOMAS P. RAIMONDI, JR.                    
                                                       Thomas P. Raimondi                             
                                                       Chairman, President and Chief Executive
                                                                                                      
                                                       Officer  

                                                          69
  

                                                                                                       

                                                                                                          Exhibit 32.2 

                               Certification by the Chief Financial Officer
                 Pursuant to 18. U.S.C. Section 1350, as Adopted Pursuant to Section 906 
                                    of the Sarbanes-Oxley Act of 2002
In connection with the Annual Report on Form 10-K for the fiscal year ended April 1, 2006, of MTI Technology 
Corporation (the “Company”) as filed with the Securities and Exchange Commission on the date hereof (the
“Report”), I, Scott Poteracki, Chief Financial Officer and Secretary of the Company, certify, pursuant to 18
U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
   1.   The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act
        of 1934 (15 U.S.C. Section 78m(a) or Section 780(d)); and 
  

   2.   The information contained in the Report fairly presents, in all material respects, the financial condition and
        results of operations of the Company.
     In witness whereof, the undersigned has executed and delivered this certificate as of the date set forth 
opposite his signature below.
                                                                                                      
                                                                                                      
Date: June 29, 2006                                    /s/ SCOTT POTERACKI                            
                                                       Scott Poteracki                                
                                                       Chief Financial Officer and Secretary     
  

                                                          70

								
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