EXHIBIT 99.2 SEPARATION AGREEMENT This Separation Agreement (this ―Agreement‖), dated as of this 9th day of December, 2005 (the ―Effective Date‖), by and between Memry Corporation, a Delaware corporation (the ―Company‖), and James G. Binch (―Binch‖). WITNESSETH: WHEREAS, the Company and Binch are currently parties to an Employment Agreement, dated September 8, 2004, pursuant to which Mr. Binch is currently employed as the Company‘s President and Chief Executive Officer; and WHEREAS, Binch wishes to retire as President and Chief Executive Officer of the Company effective immediately, and as an employee of the Company effective as of the close of business on January 19, 2006 (the ―Termination Date‖), and the Company desires to accept such resignations as of such dates; and WHEREAS, the Company and Binch have determined to (i) agree upon the benefits to be received by, and the obligations of Mr. Binch to be performed, subsequent to the Termination Date, (ii) to resolve any and all disputed matters between them, and (iii) with the exception of the continuing obligations of Binch and the Company to each other under this Agreement and the Employment Agreement, as the same may be modified by this Agreement, release all claims pursuant to the Memry Release and the Binch Release (each as defined herein). NOW, THEREFORE, in consideration of the foregoing and in consideration of the mutual covenants, agreements and releases contained herein, and for other good and valuable consideration, the receipt and sufficiency of which the parties hereto hereby acknowledge, the Company and Binch hereby agree as follows: 1. Resignation of Binch. (a) Binch hereby resigns as the President and Chief Executive Officer of the Company, and as an officer and director of any and all subsidiaries of the Company in which he serves in such capacities, effective immediately, and the Company hereby accepts such resignations. Mr. Binch shall serve as a director of the Company from the date hereof until the Company‘s upcoming Annual Meeting of Shareholders, currently scheduled for January 19, 2006 (the ―Annual Meeting‖). Mr. Binch agrees not to stand for election to the Company‘s Board of Directors at the Annual Meeting. (b) Binch hereby resigns as an employee of the Company effective upon the close of business on January 19, 2006, and the Company hereby accepts such resignation effective as of such date. During the period from the date hereof through the Termination Date, Binch shall perform such services of an executive nature as are reasonably requested by the Company‘s interim Chief Executive Officer or the Company‘s Board of Directors, and shall perform such services from his home or such other location as is mutually agreed by the 1 parties. During the period commencing on the date hereof and continuing through the Termination Date, Mr. Binch shall continue to receive the compensation and benefits currently being provided to him pursuant to Sections 3(a), 3(d), 3(e), 3(f) and 3(g) of his Employment Agreement in accordance with its currently existing terms, including without limitation, entitlement to matching contributions on compensation reduction deferrals made through the Termination Date. (c) Binch shall remove all of his personal effects from his office on or prior to the Termination Date, and he and the Company‘s interim Chief Executive Officer shall cooperate on the time and procedures for Mr. Binch to remove the same. Schedule A hereto contains a list of Mr. Binch‘s personal property in his office. On the Termination Date, Mr. Binch shall deliver to the Company the
personal property in his possession belonging to the Company (a list of which is annexed hereto as Schedule B). Also on the Termination Date, the Company shall quitclaim to Binch the Company‘s personal property listed on Schedule C and in Binch‘s possession; provided, however, that prior to the Termination Date Binch shall deliver such personal property to the Company so that the Company can remove any Company intellectual property imbedded in such personal property and any links to the Company‘s computer system. (d) Binch and the Company agree to work together in good faith prior to the Termination Date to resolve all other matters not covered herein and typically handled by the Company at the end of an employee‘s employment, including, without limitation, return of all keys and company identification, repayment of advances made by the Company to Binch, payments to Binch of Company expenses paid for by him and payment of accrued vacation, if applicable, pursuant to normal Company policy, and like matters. 2. Purchase of Stock Options. (a) Binch agrees and understands that, subsequent to the date hereof, he will not be eligible to receive, and will not receive, any additional stock option or other equity grants. (b) On the Termination Date, Binch agrees to sell to the Company, and the Company agrees to purchase from Binch, all of Binch‘s qualified and non-qualified stock options and other incentive rights, a complete list of which is annexed hereto as Schedule D (the ―Stock Options‖), in return for a cash amount of $100,000. Binch shall deliver the documents evidencing the Stock Options to the Company on the Termination Date. Binch agrees not to sell, transfer or otherwise convey, or to take any other action to dispose of any interest in, or to exercise, any of such Stock Options between the date hereof and the Termination Date. (c) Binch hereby represents and warrants to the Company that, on both the date hereof and the Termination Date, Binch is and will be the record and beneficial owner of the Stock Options, free and clear of all liens, claims, encumbrances, options, pledges, restrictions on transfer, and security interests (other than those created by the instruments evidencing the Stock Options and the plans pursuant to which they were issued) (―Liens‖), and upon consummation of the transactions contemplated hereby, Binch will transfer good and valid title to the Stock Options to