##### Table of Contents



UNITED STATES SECURITIES AND
    EXCHANGE COMMISSION
 Washington, D.C.
    20549
      Form 10-K/A
 (Amendment
    No. 1)
      (Mark One)þ

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended April 7, 2007o

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For the transition period
    from          to          .   Commission file number 0-23418
  MTI TECHNOLOGY
    CORPORATION
 (Exact name of registrant as
    specified in its charter)
  Delaware

95-3601802(State or other jurisdiction
    of
    incorporation or organization)

(I.R.S. employer
    identification no.)   15641 Red Hill, Suite 200
 Tustin, California 92780
 (Address of principal executive
    offices, zip code)
  Registrants telephone number, including area code:
    (949) 251-1101
  Securities registered pursuant to Section 12(b) of the
    Act: None
  Securities registered pursuant to Section 12(g) of the
    Act:
  Common stock, $0.001 par value
 (Title of class)
  o þ
  o þ
  þ o
  Regulation S-K Form 10-K Form 10-K. o
  Rule 12b-2
  Large
    accelerated filer  o
    Accelerated
    filer  o
    Non-accelerated
    filer  þ  Rule 12b-2 o þ
      DOCUMENTS
    INCORPORATED BY REFERENCE:




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TABLE OF CONTENTS  EXPLANATORY NOTEPART IIIITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCEITEM 11. EXECUTIVE COMPENSATIONITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDERS MATTERSITEM 13. CERTAIN RELATIONSHIPS, RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCEITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICESPART IVITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULESSIGNATURESEXHIBIT INDEXEXHIBIT 31.3EXHIBIT 31.4    Table of Contents  
  EXPLANATORY
    NOTE
  Form 10-K/A Form 10-K
 
  PART III
 
  ITEM
    10.
    DIRECTORS,
    EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE  Board of
    Directors
    Name

Age

Position(s)

Committee(s)Thomas P. Raimondi, Jr.

49

Chairman of the Board of Directors
    Chief Executive Officer and President NomineeWilliam Atkins

68

Director, Nominee

CompensationLawrence P. Begley(1)

51

Director, Nominee

Audit, Compensation and NominatingFranz L. Cristiani(2)

65

Director, Nominee

Audit and NominatingRonald E. Heinz, Jr.(3)

48

Director, Nominee

NominatingMichael Pehl(4)

46

Director, NomineeKent D. Smith

58

Director, Nominee

Audit and Compensation     (1)
    
    Chairman of the Compensation Committee.(2)
    
    Chairman of the Audit Committee and Lead Director.(3)
    
    Chairman of the Nominating Committee.(4)
    
    Series A Director.  Thomas P. Raimondi, Jr.
  William Atkins
 1




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Lawrence P. Begley
  Franz L. Cristiani
  Ronald E. Heinz, Jr.
  Michael Pehl
  Kent D. Smith
 2




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Executive
    Officers
    Name

Age

Position(s)Thomas P. Raimondi, Jr.


49


Chairman, Chief Executive Officer,
    and PresidentEdward C. Ateyeh, Jr. (Ed Taylor)


54


Executive Vice President, U.S.
    ServicesKeith Clark


53


Executive Vice President, Europe
    and Worldwide OperationsWilliam J. Kerley


51


Chief Operating Officer, U.S.
    ServicesScott Poteracki


54


Executive Vice President, Chief
    Financial Officer and Secretary   Thomas P. Raimondi, Jr.
  Edward C. Ateyeh, Jr. (Ed Taylor)
  Keith Clark
  William J. Kerley
  Scott Poteracki
  Committees
    of our Board of Directors
   3




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##### Table of Contents



Audit Committee. www.mti.com
  
    appointing, compensating and overseeing of our independent
    auditors;
    overseeing the integrity of our financial statements and our
    compliance with legal and regulatory requirements;
    reviewing and approving related party transactions;
    discussing earnings press releases and financial information and
    earnings guidance provided to analysts and rating
    agencies; and
    producing an annual report for inclusion in our Proxy Statement,
    in accordance with applicable rules and regulations.    Compensation Committee.
  Nominating Committee. www.mti.com
  The
    Director Nominating Process
     4




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Section 16(a)
    Beneficial Ownership Reporting Compliance
    
    a late filing on Form 4 for Mr. Poteracki was made on
    July 5, 2006 relating to a restricted stock award of
    400,000 shares on June 21, 2006;
    a late filing on Form 4 for Richard Ruskin, our former
    Executive Vice President of U.S. Sales and Marketing was
    made on July 5, 2006 relating to a restricted stock award
    of 250,000 shares on June 21, 2006;
    a late filing on Form 4 for Todd Williams, our former Vice
    President, Corporate Controller and Principal Accounting Officer
    was made on July 5, 2006 relating to a restricted stock
    award of 70,000 shares on June 21, 2006;
    a late filing on Form 4 for Nick Ganio, our former
    Executive Vice President of Worldwide Sales and Marketing was
    made on September 9, 2006 relating to a restricted stock
    award of 300,000 shares and a stock option grant of
    150,000 shares upon his appointment on September 1,
    2006;
    a late filing on Form 4 for Mr. Atkins was made on
    November 2, 2006 with respect to a stock option grant of
    50,000 shares upon his election as a director on
    October 30, 2006; and
    a late filing on Form 4 for Mr. Heinz was made on
    November 2, 2006 with respect to a stock option grant of
    50,000 shares upon his election as director on
    October 30, 2006.  Code of
    Business Conduct
  www.mti.com
  Corporate
    Governance Documents
  www.
    mti.com
 5




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##### Table of Contents



ITEM
    11.  EXECUTIVE COMPENSATION
  COMPENSATION
    OF DIRECTORS AND EXECUTIVE OFFICERS AND OTHER
    INFORMATION
  Compensation
    Discussion and Analysis
  General
    Compensation Philosophy and Objectives
      
    base salary reflecting the executives responsibilities and
    competitive with the base salary levels of computer companies
    comparable in size to us;
    long-term incentive awards in the form of stock option and
    restricted stock;
    annual bonuses upon the achievement of financial and operational
    objectives of our company; and
    perquisites and benefits.    
    industry surveys from AEA, Employers Group and Mercer Human
    Resource Consulting gathered by our human resources department;
    review of the executive salaries at companies in the computer
    industry of similar size;
    the qualifications of the executive; and
    recommendation of our Chief Executive Officer (except for his
    own compensation, which is determined by the Compensation
    Committee).  Stock
    Option and Restricted Stock Awards
    CEO
    Base Salary
   6




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CEO
    Restricted Stock Awards
        Market Priceof CommonStock at Time


Weighted-AverageNumber of


the Board


per Share


Number ofStock


Approved the


Exercise Price of


Restricted


Price ofOptions


Cancellation of


Stock Options


Stock


RestrictedCancelled on


Stock Options


Cancelled on


Awarded on


Stock per10-30-06


(May 18, 2006)


10-30-06


10-30-06


ShareName & Title

(#)


($/per Share)


($/per Share)


(#)


($/ per Share)Thomas P. Raimondi, Jr.,


1,094,175


$
1.27


$
3.11



1,400,000


$
0.01Chief Executive Officer and
    President   Executive
    Base Salary, Restricted Stock Awards and Stock Option
    Grants
  Edward C. Ateyeh, Jr. (Ed Taylor). and/or
 7




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Keith Clark.
  William J. Kerley. and/or
  Scott Poteracki.
  Executive
    Bonus Plan
    
    any incentive payments earned will be paid during the first
    quarter following the close of the current fiscal year;
    annual operating profitability for the company, as determined by
    the Compensation Committee in its discretion, is a prerequisite
    for any annual incentive payments; and
    the specific incentive elements for each executive will be
    established by the Compensation Committee based on the approved
    annual financial plan.    
    The incentive plan for Mr. Williams with a target bonus of
    twenty-five percent (25%) of annual objectives to be established
    by our Chief Financial Officer. 8




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
    To establish incentive plans for Messrs. Raimondi and
    Poteracki for fifty percent (50%) of their respective base pay
    upon the companys achieving a certain level of annual
    operating income. If the operating income threshold is achieved,
    the incentive plans for Messrs. Raimondi and Poteracki will
    be tied to certain other financial metrics to be determined by
    the committee.    Perquisites
    and Benefits
      
    Health insurance premiums are paid monthly by the company for
    the benefit of the executive officer.
    Life insurance premiums are paid annually by the company for the
    benefit of the executive officer.
    Medical expenses incurred by the executive officer and his
    immediate family members, if covered, under the companys
    Healthcare Expense Reimbursement Plan are fully reimbursable.
    Professional services fees relating to investment and tax
    planning are reimbursable up to $3,500 annually.
    Monthly auto allowance.  Employment
    Agreements and Change of Control Agreements
      Accounting
    and Tax Implications of Executive Compensation
  Accounting for Stock-Based
    Compensation. Share-Based Payment.
 9




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Internal Revenue Code Section 126(m)
    Limitation.
  Compensation
    Committee Report
  Form 10-K
        The foregoing Report of the Compensation Committee shall not
    be deemed filed under the Securities Act of 1933, as
    amended (the Securities Act), or the Exchange Act,
    and shall not be deemed to be incorporated by reference in any
    previous or future documents filed by the company with the SEC
    under the Securities Act or the Exchange Act, except to the
    extent that the company specifically incorporates such Report of
    the Compensation Committee by reference in any such document.
 10




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##### Table of Contents



Summary
    Compensation Table
    Stock


Option


All OtherFiscal


Salary


Bonus


Awards(1)


Awards(2)


Compensation


Total(13)Name and Principal Position

Year


($)


($)


($)


($)


($)


($)Thomas P. Raimondi, Jr.


2007



400,000
(3)






347,339







62,988
(4)


810,327Chairman of the Board, Chief
    Executive Officer and PresidentScott Poteracki


2007



292,644
(5)






132,145







34,351
(6)


459,140Executive Vice President, Chief
    Financial Officer and SecretaryEdward C. Ateyeh, Jr.(7)


2007



225,000
(8)






63,517



41,681



*



330,198(Ed Taylor)
    Executive Vice President, U.S. ServicesKeith Clark


2007



431,182
(9)






30,493







33,572
(10)


495,247Executive Vice President, Europe
    and Worldwide OperationsWilliam J. Kerley(11)


2007



176,250
(12)






128,853



43,138



*



348,241Chief Operating Officer, U.S.
    Services     *
    
    All perquisites and other personal benefits (including car
    allowance) for the named executive officers were less than
    $10,000 in fiscal year 2007.(1)
    
    The amounts listed in this column reflect the companys
    accounting expense for these awards and do not reflect whether
    the recipient has actually realized a financial benefit from the
    awards (such as the vesting and release of restricted stock).
    Amounts listed in this column represent the dollar amount we
    recognized in our financial statements in fiscal year 2007 for
    the restricted stock awarded to the named executive officers
    pursuant to Financial Accounting Standards Board Statement of
    Financial Accounting Standard No. 123(R) or
    SFAS 123(R), Share-Based Payment. Assumptions
    made for the purpose of computing these amounts are discussed in
    our Annual Report on
    Form 10-K
    for the fiscal year ended April 7, 2007 in Note 11 to
    Consolidated Financial Statements, under the heading
    Stock-Based Compensation. No restricted stock awards
    were forfeited by any of the named executive officers in fiscal
    year 2007. See the Grants of Plan-Based Awards Table for
    information on restricted stock awarded in fiscal year 2007.(2)
    
    The amounts listed in this column reflect the companys
    accounting expense for these awards and do not reflect whether
    the recipient has actually realized a financial benefit from the
    awards (such as the exercising of stock options). Amounts listed
    in this column represent the dollar amount we recognized in our
    financial statements in fiscal year 2007 for the stock options
    granted to the named executive officers pursuant to Financial
    Accounting Standards Board Statement of Financial Accounting
    Standard No. 123(R) or SFAS 123(R), Share-Based
    Payment. Assumptions made for the purpose of computing
    these amounts are discussed in our Annual Report on
    Form 10-K
    for the fiscal year ended April 7, 2007 in Note 11 to
    Consolidated Financial Statements, under the heading
    Stock-Based Compensation. See the Grants of
    Plan-Based Awards Table for information on stock option granted
    in fiscal year 2007. See the Table of Cancellation of Stock
    Options in Fiscal Year 2007 below.(3)
    
    Mr. Raimondis annual base salary is $400,000 as of
    May 2005.(4)
    
    Represents $54,704 in perquisites and other personal benefits,
    tax
    gross-ups of
    $7,464 for personal travel using company leased vehicle and $820
    for life insurance premiums we paid for the benefit of
    Mr. Raimondi in fiscal 11




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year 2007. Of the $54,704 in perquisites and other personal
    benefits, $14,400, $2,977, $28,002, $8,525 and $800 represent
    auto allowance, health insurance, medical reimbursement,
    personal travel using company leased vehicle, and reimbursement
    of professional services fees relating to investment and tax
    planning, respectively.(5)
    
    Mr. Poterackis annual base salary is $270,000.
    Includes $22,644 for the payout of vacation hours.(6)
    
    Represents $27,921 in perquisites and other personal benefits
    and $6,430 for life insurance premiums we paid for the benefit
    of Mr. Poteracki in fiscal year 2007. Of the $27,921 in
    perquisites and other personal benefits, $9,000, $2,977,
    $14,108, $1,098 and $738 represent auto allowance, health
    insurance, medical reimbursement, personal travel using company
    leased vehicle, and reimbursement of professional services fees
    relating to investment and tax planning, respectively.(7)
    
    Mr. Ateyeh was named Executive Vice President, U.S.
    Services on July 5, 2006, upon the completion of our
    acquisition of Collective Technologies.(8)
    
    Mr. Ateyehs current annual base salary is $300,000.(9)
    
    Mr. Clarks salary was paid in British Pounds and
    translated to U.S. Dollars at the average exchange rate in the
    month the salary was paid. The annual salary changes were due to
    the fluctuation of the U.S. Dollar against the British Pound.
    Mr. Clarks annual base salary has not changed since
    fiscal year 2002. Includes $38,301 for commissions for the
    fiscal year 2007.(10)
    
    Represents $29,426 in perquisites and other personal benefits
    and $4,146 for life insurance premiums we paid for the benefit
    of Mr. Clark in fiscal year 2007. Of the $29,426 in
    perquisites and other personal benefits, $19,306, $4,018, and
    $6,102 represent auto allowance, health insurance, personal
    travel financed by the company, respectively. Paid in British
    Pounds and converted to U.S. Dollars at the average exchange
    rate in the month the expense was recorded.(11)
    
    Mr. Kerley became an executive officer on October 30,
    2006.(12)
    
    Mr. Kerleys current annual base salary is $235,000.(13)
    
    Represents the total dollar value of the compensation quantified
    in this table.  Grants of
    Plan-Based Awards in Fiscal Year 2007
    AllAll


OtherOther


Option





GrantAwards:


Awards:


Exercise


Date FairNumber


Number of


or Base


Value ofof Shares


Securities


Price of


Stock andof Stock


Underlying


Option


OptionApproval


Grant


or Units


Options


Awards


Awards(9)Name

Date


Date


(#)


(#)


($/Sh)


($)Thomas P. Raimondi, Jr.


05/18/06



10/30/06



1,400,000
(1)










1,176,000Edward C. Ateyeh, Jr.


06/02/06



10/30/06







300,000
(2)


0.85



165,30006/02/06



10/30/06



300,000
(3)










252,000Keith Clark


05/18/06



10/30/06



250,000
(4)










210,000William Kerley


07/05/06



10/30/06







310,486
(5)


0.85



171,07807/05/06



10/30/06



115,588
(6)










97,09406/02/06



10/30/06



150,000
(7)










126,000Scott Poteracki


05/18/06



06/21/06



400,000
(8)










504,000     (1)
    
    Represents the restricted stock awarded to Mr. Raimondi in
    exchange for the cancellation of certain stock options as
    approved by the board on May 18, 2006 and by the
    stockholders on October 30, 2006. The restricted stock was
    awarded on October 30, 2006 with the purchase price of
    $0.01 per share, under the 2001 Stock Incentive Plan. See the
    Table of Cancellation of Stock Options in Fiscal Year 2007 below. 12




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(2)
    
    Represents the stock options granted to Mr. Ateyeh pursuant
    to his Employment Agreement dated July 5, 2006 and approved
    by the board on June 2, 2006 for issuance under the 2006
    Stock Incentive Plan (CT) as adopted and approved by the
    stockholders on October 30, 2006. The stock option was
    granted on October 30, 2006 with the exercise price of
    $0.85 per share.(3)
    
    Represents the restricted stock awarded to Mr. Ateyeh
    pursuant to his Employment Agreement dated July 5, 2006 and
    approved by the board on June 2, 2006 for issuance under
    the 2006 Stock Incentive Plan (CT) as adopted and approved by
    the stockholders on October 30, 2006. The restricted stock
    was awarded on October 30, 2006 with the purchase price of
    $0.01 per share.(4)
    
    Represents the restricted stock awarded to Mr. Clark in
    exchange for the cancellation of certain stock options as
    approved by the board on May 18, 2006 and by the
    stockholders on October 30, 2006. The restricted stock was
    awarded on October 30, 2006 with the purchase price of
    $0.01 per share, under the 2001 Stock Incentive Plan. See the
    Table of Cancellation of Stock Options in Fiscal Year 2007 below.(5)
    
    Represents the stock options granted to Mr. Kerley in
    connection with the Asset Purchase Agreement dated June 6,
    2006, as amended June 28, 2006 and July 5, 2006 by and
    between MTI Technology Corporation and Collective Technologies
    LLC. The stock option was granted on October 30, 2006 with
    the exercise price of $0.85 per share under the 2006 Stock
    Incentive Plan (CT) as adopted and approved by the stockholders
    on October 30, 2006.(6)
    
    Represents the restricted stock awarded to Mr. Kerley in
    connection with the Asset Purchase Agreement dated June 6,
    2006, as amended June 28, 2006 and July 5, 2006 by and
    between MTI Technology Corporation and Collective Technologies
    LLC. The restricted stock was awarded on October 30, 2006
    with the purchase price of $0.01 per share under the 2006 Stock
    Incentive Plan (CT) as adopted and approved by the stockholders
    on October 30, 2006.(7)
    
    Represents the restricted stock awarded to Mr. Kerley
    pursuant to his Employment Agreement dated July 5, 2006 and
    approved by the board on June 2, 2006 for issuance under
    the 2006 Stock Incentive Plan (CT) as adopted and approved by
    the stockholders on October 30, 2006. The restricted stock
    was awarded on October 30, 2006 with the purchase price of
    $0.01 per share.(8)
    
    Represents the restricted stock awarded to Mr. Poteracki as
    approved by the board on May 18, 2006, subject to receipt
    of all necessary qualifications under the California Corporate
    Securities Law, as amended, with respect to the offer, sale and
    issuance of each restricted stock. The order qualifying the 2001
    Stock Incentive Plan was issued by the State of California,
    Department of Corporations on June 21, 2006. The restricted
    stock was awarded on June 21, 2006, with the purchase price
    of $0.01 per share.(9)
    
    The amounts listed in this column represent the valuation of the
    awards based on the grant date fair value of the restricted
    stock awarded or the stock options granted to the named
    executive officers in fiscal year 2007 pursuant to Financial
    Accounting Standards Board Statement of Financial Accounting
    Standard No. 123(R) or SFAS 123(R), Share-Based
    Payment. Assumptions made for the purpose of computing
    these amounts are discussed in our Annual Report on
    Form 10-K
    for the fiscal year ended April 7, 2007 in Note 11 to
    Consolidated Financial Statements, under the heading
    Stock-Based Compensation. The accounting expense
    recognized by us in fiscal year 2007 for these awards are listed
    in the Stock Awards and Option Awards columns of the Summary
    Compensation Table of this proxy statement. 13




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##### Table of Contents



Outstanding
    Equity Awards at 2007 Fiscal Year End
    Stock AwardsMarketOption Awards


Number


ValueNumber of


Number of








of Shares


of SharesSecurities


Securities








or Units


or UnitsUnderlying


Underlying








of Stock


of StockUnexercised


Unexercised


Option





That


ThatOptions


Options


Exercise


Option


Have Not


Have Not(#)(1)


(#)(2)


Price


Expiration


Vested


VestedName

Exercisable


Unexercisable


($)


Date(3)


(#)(4)


($)(5)Thomas P. Raimondi, Jr.


8,854







1.800



07/09/201117,709







0.900



10/03/2011168,000







0.550



07/03/2012



61,106
(6)


46,4411,400,000
(7)


1,064,000Edward C. Ateyeh, Jr.


75,091



224,909
(8)


0.850



10/30/2016



300,000
(9)


228,000Keith Clark


75,000







4.125



09/28/2010100,000







2.125



04/05/201110,417







1.800



07/09/201120,833







0.900



10/03/2011250,000







0.550



07/03/2012150,000







2.200



11/19/201350,000







2.200



11/19/201362,511



27,489
(10)


2.700



02/10/2015



250,000
(11)


190,000William J. Kerley


77,715



232,771
(12)


0.850



10/30/2016



150,000
(13)


114,000Scott Poteracki


272,254



77,746
(14)


1.740



11/11/2014



400,000
(15)


304,000     (1)
    
    These stock options are vested as of April 7, 2007.(2)
    
    Stock Option Vesting Schedule: Shares vest over three years of
    continuous employment, 16.67% vest on the sixth month after the
    date of grant (base date) and the remaining unvested shares vest
    3.33% on the seventh month and each month thereafter.(3)
    
    The grant date of each stock option is ten years prior to its
    expiration date.(4)
    
    Restricted Stock Vesting Schedule: Shares vest over three years
    of continuous employment, 33.33% will vest on the first
    anniversary of the date of grant (base date) and the remaining
    unvested shares will vest 4.16% on the 13th month and each month
    thereafter.(5)
    
    Market value of $0.76 was the closing price of our common stock
    as reported by the Nasdaq Capital Market at the end of 2007
    fiscal year, April 7, 2007.(6)
    
    Represents the remaining unvested shares of the
    200,000 shares of restricted stock awarded to
    Mr. Raimondi on February 10, 2005.(7)
    
    1,400,000 unvested shares of restricted stock awarded to
    Mr. Raimondi on October 30, 2006. This restricted
    stock award was granted in exchange for the cancellation of
    certain stock options as approved by the stockholders on
    October 30, 2006.(8)
    
    Represents the remaining unvested shares of the 300,000 stock
    options granted to Mr. Ateyeh on October 30, 2006,
    pursuant to his Employment Agreement of July 5, 2006 (base
    date).(9)
    
    300,000 unvested shares of restricted stock awarded to
    Mr. Ateyeh on October 30, 2006, pursuant to his
    Employment Agreement of July 5, 2006 (base date).(10)
    
    Represents the remaining unvested shares of the 90,000 stock
    options granted to Mr. Clark on February 10, 2005. 14




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##### Table of Contents



(11)
    
    250,000 unvested shares of restricted stock awarded to
    Mr. Clark on October 30, 2006. This restricted stock
    award was granted in exchange for the cancellation of certain
    stock options as approved by the stockholders on
    October 30, 2006.(12)
    
    Represents the remaining unvested shares of the 310,486 stock
    options granted to Mr. Kerley on October 30, 2006, in
    connection with the acquisition of Collective Technologies on
    July 5, 2006 (base date).(13)
    
    150,000 unvested shares of restricted stock awarded to
    Mr. Kerley on October 30, 2006, pursuant to his
    Employment Agreement of July 5, 2006 (base date).(14)
    
    Represents the remaining unvested shares of the 350,000 stock
    options granted to Mr. Poteracki on November 11, 2004.(15)
    
    400,000 unvested shares of restricted stock awarded to
    Mr. Poteracki on June 21, 2006.  Option
    Exercises and Stock Vested at 2007 Fiscal Year End
    Stock AwardsNumber ofShares


ValueAcquired on


Realized onVesting


VestingName

(#)


($)(1)Thomas P. Raimondi, Jr.


66,672
(2)


69,339Edward C. Ateyeh, Jr.






Keith Clark






William J. Kerley


115,588
(3)


89,003Scott Poteracki






     (1)
    
    The value realized equals the difference between the fair market
    value of our common stock on the vesting date and the restricted
    stock purchase price of $0.01, multiplied by the number of
    shares that vested.(2)
    
    Represents vested shares during fiscal year 2007 of the
    200,000 shares of restricted stock awarded to
    Mr. Raimondi on February 10, 2005. Vesting Schedule:
    Shares vest over three years of continuous employment, 33.33%
    vest on the first anniversary of the date of grant and the
    remaining unvested shares vest 4.16% on the 13th month and each
    month thereafter.(3)
    
    Represents shares of restricted stock awarded to Mr. Kerley
    on October 30, 2006, in connection with the acquisition of
    Collective Technologies on July 5, 2006. All shares vested
    on January 5, 2007, six months after the closing of the
    acquisition.  Cancellation
    of Stock Options in Fiscal Year 2007
  Cancellation
    of Stock Options held by Executive Officers in Exchange for
    Shares of Restricted Stock
   15




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##### Table of Contents



Table
    of Cancellation of Stock Options in Fiscal Year
    2007
    Market Priceof CommonStock at time


Weighted-AverageNumber of


the Board


per Share


Number ofStock


Approved the


Exercise Price of


Restricted


Price ofOptions


Cancellation of


Stock Options


Stock


RestrictedCancelled on


Stock Options


Cancelled on


Awarded on


Stock per10-30-06


(May 18, 2006)


10-30-06


10-30-06


ShareName & Title

(#)


($/per Share)


($/per Share)


(#)


($/per Share)Thomas P. Raimondi, Jr.,


1,094,175


$
1.27


$
3.11



1,400,000


$
0.01Chief Executive Officer and
    PresidentKeith Clark


152,500


$
1.27


$
15.09



250,000


$
0.01Executive VP, Europe and Worldwide
    OperationsTodd Williams


80,000


$
1.27


$
3.11



80,000


$
0.01our former VP, Corporate
    Controller & Principal Accounting Officer   Pension
    Benefits
    Nonqualified
    Defined Contribution and Other Nonqualified Deferred
    Compensation Plans
    Potential
    Payments Upon Termination or Change of Control
  Definition
    of Cause, Good Reason and Change of Control
         16




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##### Table of Contents



and/or and/or
         17




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##### Table of Contents



Employment
    Agreements
    Edward C. Ateyeh, Jr.  (Ed Taylor) Employment
    Agreement.
    and/or
     18




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##### Table of Contents



If By Death.
  If By Disability.
  If By Employer Not For
    Cause.
    1 2 1 2
    2 3
    If By Employer For Cause.
  If By Employee Not for Good
    Reason.
  If By Employee for Good
    Reason.
     19




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##### Table of Contents



1 2 1 2
      Keith Clark Employment Contract.
      
    In the event we terminate Mr. Clarks employment, we
    are required to provide him notification on the last day of the
    calendar quarter that we will be terminating his employment in
    six months.
    In the event Mr. Clark terminates his employment, he is
    required to provide us notification on the last day of the
    calendar quarter that he will be terminating his employment in
    six months.  William J. Kerley Employment Agreement.
    and/or
     20




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##### Table of Contents



If By Death.
  If By Disability.
  If By Employer Not For
    Cause.
    1 2 1 2
        If By Employer For Cause.
  If By Employee Not for Good
    Reason.
  If By Employee for Good
    Reason.
    1 2 1 2
 21




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##### Table of Contents



Indemnification
    Agreements
  Form 10-K
  Change
    of Control Agreements
    
    If the named executive officers employment is terminated
    (i) by the company for cause or disability (see
    Definition of Cause, Good Reason and Change of
    Control above), (ii) as a result of the named
    executive officers death or (iii) other than for good
    reason (see Definition of Cause, Good Reason and Change of
    Control above), then the named executive officer will
    receive his accrued compensation, and, if the termination was a
    result of the named executive officers death or
    disability, the named executive officer will also receive a pro
    rata bonus based on the number of days he was employed in the
    calendar year in which the termination occurred.
    If the named executive officers employment is terminated
    for any reason other than those described above, then
    (i) the named executive officer will receive his accrued
    compensation and a pro rata bonus, (ii) the named executive
    officer will receive severance pay equal to the sum of his base
    salary at the time of the termination (or, if greater, within
    the 90 days prior thereto) plus his target bonus for the
    fiscal year in which the termination occurred, (iii) the
    named executive officers stock options and restricted
    stock that would have vested in the twelve (12) months
    following the termination assuming continued employment will
    become vested and exercisable, and (iv) the named executive
    officers health insurance, life insurance and other
    benefits will be continued at company expense for twelve
    (12) months following the termination.   22




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##### Table of Contents




    The termination
    and/or the
    change of control event occurred on April 7, 2007, which
    was the last day of our most recently completed fiscal
    year; and
    The market value of our common stock on that date was $0.76 per
    share, which was the closing price of our common stock on the
    Nasdaq Capital Market on April 7, 2007.  Death


Involuntary Terminationor


Not





ChangeVoluntary


Permanent


For


For


ofTermination(1)


Disability(1)


Cause(1)


Cause(1)


ControlName

($)


($)


($)


($)


($)Thomas P. Raimondi,
    Jr.Accumulated Vacation Pay(2)


46,154



46,154



46,154



46,154



46,154Change of Control with termination
    (i) by company for cause or executives disability
    (ii) executives death (iii) by executive other
    than for good reason(3)


















See(3
)Change of Control with termination
    (i) by company without cause or (ii) by executive for
    good reason


















See(1
)1. Severance Payment


















400,0002. Bonus


















200,0003. Acceleration of Unvested
    Options(4)


















4. Acceleration of Unvested
    Restricted Stock(5)


















1,095,8305. Life Insurance Premium(6)


















8206. Health Insurance Premium(7)


















2,977Employment Agreement


















TOTAL


46,154



46,154



46,154



46,154



1,745,780 23




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##### Table of Contents



Death


Involuntary Terminationor


Not





ChangeVoluntary


Permanent


For


For


ofTermination(1)


Disability(1)


Cause(1)


Cause(1)


ControlName

($)


($)


($)


($)


($)Edward C. Ateyeh, Jr.Accumulated Vacation Pay(2)


34,615



34,615



34,615



34,615



34,615Change of Control with termination
    (i) by company for cause or executives disability
    (ii) executives death (iii) by executive other
    than for good reason(3)


















See(3
)Change of Control with termination
    (i) by company without cause or (ii) by executive for
    good reason


















See(1
)1. Severance Payment


















300,0002. Bonus


















100,0003. Acceleration of Unvested
    Options(4)


















4. Acceleration of Unvested
    Restricted Stock(5)


















225,0005. Life Insurance
    Premium(6)(8)


















See(8
)6. Health Insurance Premium(7)


















2,977Employment Agreement:






See(1
)1. Severance Payment(9)










450,0002. Bonus(9)










150,0003. Acceleration of Unvested
    Options(4)










4. Acceleration of Unvested
    Restricted Stock(5)










225,000TOTAL


34,615



34,615



859,615



34,615



662,592Keith ClarkAccumulated Vacation Pay(10)


28,544



28,544



28,544



28,544



28,544Change of Control with termination
    (i) by company for cause or executives disability
    (ii) executives death (iii) by executive other
    than for good reason(3)


















See(3
)Change of Control with termination
    (i) by company without cause or (ii) by executive for
    good reason


















See(1
)1. Severance Payment


















371,0722. Bonus


















3. Acceleration of Unvested
    Options(4)


















4. Acceleration of Unvested
    Restricted Stock(5)


















187,5005. Life Insurance Premium(6)


















4,1466. Health Insurance Premium(7)


















4,018Employment Agreement


















TOTAL


28,544



28,544



28,544



28,544



595,280 24




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##### Table of Contents



Death


Involuntary Terminationor


Not





ChangeVoluntary


Permanent


For


For


ofTermination(1)


Disability(1)


Cause(1)


Cause(1)


ControlName

($)


($)


($)


($)


($)William J. KerleyAccumulated Vacation Pay(2)


27,115



27,115



27,115



27,115



27,115Change of Control with termination
    (i) by company for cause or executives disability
    (ii) executives death (iii) by executive other
    than for good reason(3)


















See(3
)Change of Control with termination
    (i) by company without cause or (ii) by executive for
    good reason


















See(1
)1. Severance Payment


















235,0002. Bonus


















40,0003. Acceleration of Unvested
    Options(4)


















4. Acceleration of Unvested
    Restricted Stock(5)


















112,5005. Life Insurance Premium(6)


















1,2306. Health Insurance Premium(7)


















2,977Employment Agreement:






See(1
)1. Severance Payment(9)










352,500



2. Bonus(9)










60,000



3. Acceleration of Unvested
    Options(4)










4. Acceleration of Unvested
    Restricted Stock(5)










112,500TOTAL


27,115



27,115



552,115



27,115



418,822Scott PoterackiAccumulated Vacation Pay(2)


31,154



31,154



31,154



31,154



31,154Change of Control with termination
    (i) by company for cause or executives disability
    (ii) executives death (iii) by executive other
    than for good reason(3)


















See(3
)Change of Control with termination
    (i) by company without cause or (ii) by executive for
    good reason


















See(1
)1. Severance Payment


















270,0002. Bonus


















135,0003. Acceleration of Unvested
    Options(4)


















4. Acceleration of Unvested
    Restricted Stock(5)


















300,0005. Life Insurance Premium(6)


















6,4306. Health Insurance Premium(7)


















2,977Employment Agreement


















TOTAL


31,154



31,154



31,154



31,154



745,561     (1)
    
    If the executives employment is terminated
    (i) voluntarily, (ii) as result of his death or
    permanent disability, (iii) by the company for cause, or
    (iv) by the company not for cause, we will pay his accrued
    compensation and other amounts then due and owing, including
    payment for accrued unused vacation time and unreimbursed
    expenses due to him.(2)
    
    Represents the accrued vacation amounts to be paid to the named
    executive officer assuming his vacation hours has accumulated to
    the maximum 240 hours pursuant to our paid time off policy. 25




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##### Table of Contents



(3)
    
    If the executives employment is terminated (i) by the
    company for cause or disability (see Definition of Cause,
    Good Reason and Change of Control above), (ii) as a
    result of the executives death or (iii) by executive
    other than for good reason (see Definition of Cause, Good
    Reason and Change of Control above), then the executive
    will receive his accrued compensation, and, if the termination
    was a result of the executives death or disability, the
    executive will also receive a pro rata bonus based on the number
    of days he was employed in the calendar year in which the
    termination occurred.(4)
    
    If employment is terminated without cause within twelve
    (12) months following a change of control of the company
    (or in the event of the termination of employment of either
    Mr. Ateyeh or Mr. Kerley by us not for cause, or by
    either Mr. Ateyeh or Mr. Kerley for good reason
    pursuant to their respective Employment Agreements as described
    above), any unvested stock options will become fully vested and
    exercisable. Assumes that the vested options are exercised and
    the shares received upon exercise are immediately sold at $0.76
    per share. Amounts in this column are the value of stock option
    based on the difference between the exercise price of the option
    and the $0.76 closing price of our common stock on April 7,
    2007.(5)
    
    If employment is terminated without cause within twelve
    (12) months following a change of control of the company
    (or in the event of the termination of employment of either
    Mr. Ateyeh or Mr. Kerley by us not for cause, or by
    either Mr. Ateyeh or Mr. Kerley for good reason
    pursuant to their respective Employment Agreements as described
    above), any unvested shares of restricted stock will become
    fully vested and releasable. Assumes that the vested restricted
    stock is released and the shares are immediately sold at $0.76
    per share. Amounts in this column is the value of restricted
    stock based on the difference between the purchase price of
    $0.01 per share and the $0.76 closing price of our common stock
    on April 7, 2007.(6)
    
    Life insurance premium to be paid for the benefit of the named
    executive officer for twelve (12) months following the
    termination.(7)
    
    Health insurance premium to be paid for the benefit of the named
    executive officer for twelve (12) months following the
    termination.(8)
    
    Mr. Ateyehs life insurance premium will be paid by us
    for twelve (12) months following the termination. We are
    currently waiting for the insurance underwriter to provide us
    with the amount of the annual premium.(9)
    
    Payment of severance and bonus is to be made in equal
    installments for a period of one (1) year after termination
    pursuant to the Employment Agreement of each of
    Messrs. Ateyeh and Kerley.(10)
    
    Represents the accrued vacation amount to be paid to
    Mr. Clark assuming his vacation hours has accumulated to
    the maximum 20 working days pursuant to his employment contract.  Compensation
    Committee Interlocks and Insider Participation
    Director
    Compensation
     26




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##### Table of Contents



Fees Earned or


Option


All OtherPaid in Cash


Awards(3)


Compensation(4)


TotalName

($)


($)


($)


($)William Atkins(1)


11,458



4,000







15,458Lawrence P. Begley


38,750



31,332







70,082Franz L. Cristiani


52,500



23,305



11,683



87,488Ronald E. Heinz, Jr.(2)


13,542



4,000







17,542Michael Pehl


25,000



44,041







69,041Kent D. Smith


33,750



23,305







57,055     (1)
    
    Mr. Atkins became a director on October 30, 2006.(2)
    
    Mr. Heinz became a director on October 30, 2006.(3)
    
    The amounts listed in this column reflect the companys
    accounting expense for these awards and do not reflect whether
    the recipient has actually realized a financial benefit from the
    awards (such as the exercising of stock options). Amounts listed
    in this column represent the dollar amount we recognized in our
    financial statements in fiscal year 2007 pursuant to Financial
    Accounting Standards Board Statement of Financial Accounting
    Standard No. 123(R), or SFAS 123(R), Share-Based
    Payment.Assumptions made for the purpose of computing
    these amounts are discussed in our Annual Report on
    Form 10-K
    for the fiscal year ended April 7, 2007 in Note 11 to
    Consolidated Financial Statements, under the heading
    Stock-Based Compensation.(4)
    
    Amounts listed in this column represent medical reimbursement
    paid during fiscal year 2007.      Grant Date


AggregateNumber of


Fair Value of


Stock OptionStock Options


Stock Options


AwardsGranted in


Awarded in


OutstandingFY2007(3)


FY2007(4)


as of 4-7-07Name

(#)


($)


(#)William Atkins(1)


50,000



27,550



50,000Lawrence P. Begley


25,000



13,775



75,000Franz L. Cristiani


25,000



13,775



185,000Ronald E. Heinz, Jr.(2)


50,000



27,550



50,000Michael Pehl


25,000



13,775



100,000Kent D. Smith


25,000



13,775



175,000  27




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##### Table of Contents



(1)
    
    Mr. Atkins became a director on October 30, 2006.(2)
    
    Mr. Heinz became a director on October 30, 2006.(3)
    
    Messrs. Atkins and Heinz were each granted an option to
    purchase 50,000 shares of common stock with an exercise
    price of $0.85 on their election on October 30, 2006. On
    October 30, 2006, we granted each non-employee director,
    Messrs. Begley, Cristiani, Pehl and Smith, an option to
    purchase 25,000 shares of common stock with an exercise
    price of $0.85.(4)
    
    The amounts listed in this column represent the valuation of the
    awards based on the grant date fair value of the stock options
    granted to our directors in fiscal year 2007 pursuant to
    Financial Accounting Standards Board Statement of Financial
    Accounting Standard No. 123(R) or SFAS 123(R),
    Share-Based Payment.Assumptions made for the
    purpose of computing these amounts are discussed in our Annual
    Report on
    Form 10-K
    for the fiscal year ended April 7, 2007 in Note 11 to
    Consolidated Financial Statements, under the heading
    Stock-Based Compensation. The accounting expense
    recognized by us in fiscal year 2007 for these awards are listed
    in the Option Awards column of the Director Compensation Table
    of this proxy statement. 
  ITEM
    12.
    SECURITY
    OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
    RELATED STOCKHOLDERS MATTERS  Equity
    Compensation Plans
    Number ofSecuritiesNumber of


Weighted-


RemainingSecurities


Average


Available forto be Issued


Exercise


Future IssuanceUpon the


Price per


Under EquityExercise of


Share of


CompensationOutstanding


Outstanding


PlansOptions,


Options,


(ExcludingWarrants


Warrants


Securitiesand Rights


and Rights


Reflected inPlan Category

(#) (a)


($) (b)


Column(a))(c)Equity compensation plans approved
    by stockholders:2001 Stock Incentive Plan


5,045,997


$
1.59



6,086,495
(1)2001 Non-Employee Director Option
    Program(2)


575,000


$
1.39



6,6442006 Stock Incentive Plan (CT)


1,728,219


$
0.85



0
(3)All Terminated Stock Plans


2,074,194


$
8.67



0Equity compensation plans not
    approved by stockholders:


150,000
(4)

$
18.75



0Total


9,573,411







6,093,139     (1)
    
    Each January 1, the aggregate number of shares of common
    stock available for issuance under our 2001 Stock Incentive Plan
    is increased by a number equal to three percent (3%) of the
    number of shares of common stock outstanding as of December 31
    of the immediately preceding calendar year.(2)
    
    The 2001 Non-Employee Director Option Program functions as part
    of the 2001 Stock Incentive Plan.(3)
    
    The 2006 Stock Incentive Plan (CT) was adopted in connection
    with our acquisition of Collective Technologies in July 2006. We
    do not expect to grant future awards under the 2006 Stock
    Incentive Plan (CT).(4)
    
    Represents a warrant to purchase 150,000 shares of our
    common stock at an exercise price of $18.75 per share. The
    warrant was issued in August 1999 and expires in August 2009 to
    an individual who was affiliated with Canopy in connection with
    services provided to us. The warrant was fully exercisable at
    April 7, 2007. 28




---



##### Table of Contents



Security
    Ownership of Certain Beneficial Owners and Management
           29




---



##### Table of Contents



Common
    Stock
  Shares BeneficiallyOwned(2)Name and Address of Beneficial Owner(1)

Number


PercentThe Canopy Group, Inc(3)


14,838,285



20.79
%333 South 520 West,
    Suite 300 
    Lindon, UT 84042Advent International Corporation(4)


22,832,669



31.99
%75 State Street, 29th Floor
    
    Boston, MA 02109EMC Corporation(5)


7,808,405



10.94
%176 South Street 
    Hopkinton, MA 01748Thomas P. Raimondi, Jr.(6)


1,849,563



2.53
%William Atkins


0



*Lawrence P. Begley(7)


58,334



*Franz L. Cristiani(8)


153,334



*Ronald E. Heinz, Jr.(9)


14,838,285



20.79
%Michael Pehl(10)


22,891,003



32.05
%Kent D. Smith(11)


133,334



*Edward C. Ateyeh, Jr. (Ed
    Taylor)(12)


1,567,841



2.18
%Keith Clark(13)


983,967



1.36
%William J. Kerley(14)


396,409



*Scott Poteracki(15)


830,563



1.15
%All directors and officers as a
    group (11 persons)(16)


43,702,633



57.67
%     *
    
    Less than 1%  Series A
    and B Convertible Preferred Stock
  Shares Beneficially OwnedSeries A


Series BNumber


Number


PercentDigital Media &
    Communications III Limited Partnership(17)


87,007



248,370



15.61
%Digital Media &
    Communications III-A Limited Partnership(17)


41,661



118,925



7.47
%Digital Media &
    Communications III-B Limited Partnership(17)


15,418



44,012



2.77
%Digital Media &
    Communications III-C Limited Partnership(17)


216,073



616,803



38.76
%Digital Media &
    Communications III-D C.V.(17)


28,568



81,550



5.12
%Digital Media &
    Communications III-E C.V.(17)


19,045



54,366



3.42
%Advent Partners DMC III Limited
    Partnership(17)


6,122



17,475



1.10
%Advent Partners II Limited
    Partnership(17)


1,757



5,015



0.32
%EMC Corporation(18)


151,146



395,507



25.44
%TOTAL


566,797



1,582,023



100.00
%     (1)
    
    Unless otherwise indicated, the address for each beneficial
    owner is
    c/o MTI
    Technology Corporation, Attn: Corporate Secretary, 17595
    Cartwright Road, Irvine, California 92614. 30




---



##### Table of Contents



(2)
    
    The number and percentage of shares beneficially owned have been
    determined in accordance with the rules of the SEC and are based
    on 39,357,157 issued and outstanding shares of our common stock
    (not including shares issuable upon exercise of options or
    warrants except to the extent held by the named person) and
    2,148,820 issued and outstanding shares of Series A Stock
    and Series B Stock, each as of August 3, 2007. The
    data included in this table reflects shares of common stock
    issuable upon conversion of these outstanding shares of
    convertible preferred stock.(3)
    
    Based on the Schedule 13G filed with the SEC on
    February 24, 2004. Includes 125,000 warrants issued on
    June 20, 2006, 125,000 warrants issued on November 21,
    2006 and 125,000 warrants issued on June 22, 2007.(4)
    
    Includes 5,640,595 shares issuable upon exercise of
    warrants. Please see discussion regarding Series A Stock
    and Series B Stock financing and the proxy agreement among
    Canopy and the holders of Series A Stock and Series B Stock
    under Certain Relationships and Related Transactions.(5)
    
    Includes 1,916,300 shares issuable upon exercise of
    warrants. Please see discussion regarding the Series A
    Stock and Series B Stock financing and the proxy agreement
    among Canopy and the holders of Series A Stock and Series B
    Stock under Certain Relationships and Related
    Transactions.(6)
    
    Includes 194,563 shares issuable upon exercise of options
    exercisable within 60 days of August 3, 2007. Includes
    200,000 shares of restricted stock awarded on
    February 10, 2005. Also includes 1,400,000 shares of
    restricted stock awarded on October 30, 2006 in exchange
    for the cancellation of certain stock options held by the named
    executive officer, as approved by the stockholders on
    October 30, 2006.(7)
    
    Includes 33,334 shares issuable upon exercise of options
    exercisable within 60 days of August 3, 2007.(8)
    
    Includes 143,334 shares issuable upon exercise of options
    exercisable within 60 days of August 3, 2007.(9)
    
    Represents shares and warrants owned by Canopy. Mr. Heinz
    is the Managing Director of the general partner of Canopy
    Venture L, LP, a venture capital firm and an affiliate of
    The Canopy Group, Inc. Except to the extent of his pecuniary
    interest therein, Mr. Heinz disclaims beneficial ownership
    of all shares held by Canopy.(10)
    
    Represents shares and warrants owned by Advent International
    Corporation, plus 58,334 shares issuable upon exercise of
    options exercisable within 60 days of August 3, 2007.
    Mr. Pehl was an Operating Partner of Advent. Except to the
    extent of his pecuniary interest therein, Mr. Pehl
    disclaims beneficial ownership of all shares held by Advent.
    Please see discussions regarding our private placements of the
    Series A Stock and Series B Stock and regarding the
    proxy agreement among Canopy and the holders of Series A
    Stock and Series B Stock under Certain Relationships
    and Related Transactions.(11)
    
    Represents 133,334 shares issuable upon exercise of options
    exercisable within 60 days of August 3, 2007.(12)
    
    Mr. Ateyeh received 851,100 shares of common stock and
    a warrant to purchase 300,000 shares of common stock in
    connection with the Asset Purchase Agreement dated June 6,
    2006, as amended June 28, 2006 and July 5, 2006, by
    and between MTI Technology Corporation and Collective
    Technologies, LLC. The warrants are exercisable on July 5,
    2007. Also pursuant to his Employment Agreement of July 5,
    2006, Mr. Ateyeh received 300,000 shares of restricted
    stock awarded on October 30, 2006 and 300,000 shares
    of stock options granted on October 30, 2006, of which
    116,741 shares are issuable upon exercise of the options
    and exercisable within 60 days of August 3, 2007.(13)
    
    Includes 733,755 shares issuable upon exercise of options
    exercisable within 60 days of August 3, 2007. Also
    includes 250,000 shares of restricted stock awarded on
    October 30, 2006 in exchange for the cancellation of
    certain stock options held by the named executive officer, as
    approved by the stockholders on October 30, 2006.(14)
    
    Mr. Kerley was elected as an officer on October 30,
    2006. In connection with the Asset Purchase Agreement dated
    June 6, 2006, as amended June 28, 2006 and
    July 5, 2006, by and between MTI Technology Corporation and
    Collective Technologies, LLC., Mr. Kerley received
    115,588 shares of restricted stock which were awarded on
    October 30, 2006 which were fully vested and released on
    January 5, 2007 and 310,486 shares of stock options
    granted on October 30, 2006, of which 120,821 shares
    are issuable upon exercise of the options and exercisable within
    60 days of August 3, 2007. Also pursuant to his
    Employment Agreement of July 5, 2006, Mr. Kerley
    received 150,000 shares of restricted stock awarded on
    October 30, 2006.(15)
    
    Includes 330,563 shares issuable upon exercise of options
    exercisable within 60 days of August 3, 2007. Also
    includes 400,000 shares of restricted stock awarded on
    June 21, 2006. 31




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##### Table of Contents



(16)
    
    Includes shares held by entities affiliated with directors and
    executive officers as described above, as well as an aggregate
    of 8,180,379 shares issuable upon exercise of stock options
    and warrants exercisable within 60 days of August 3,
    2007.(17)
    
    The address for this entity is
    c/o Advent
    International Corporation, 75 State Street, 29th Floor, Boston,
    Massachusetts 02109. Advent International Corporation holds sole
    voting and investment power (including dispositive power) over
    the securities held by this entity. Michael Pehl, one of our
    directors, was an Operating Partner with Advent International
    Corporation, and therefore may be deemed to exercise voting and
    investment power (including dispositive power), over the shares
    held by this entity. Mr. Pehl disclaims beneficial
    ownership of the shares held by this entity, except to the
    extent of his pecuniary interest therein.(18)
    
    The address for EMC Corporation is 176 South Street, Hopkinton,
    Massachusetts 01748. 
  ITEM
    13.
    CERTAIN
    RELATIONSHIPS, RELATED TRANSACTIONS AND DIRECTOR
    INDEPENDENCE  Review,
    Approval or Ratification of Transactions with Related
    Persons
  case-by-case
  Certain
    Relationships and Related Transactions
  Canopy
    Group  Letter of Credit
           32




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##### Table of Contents



Richard
    Ruskin  Severance Agreement
    Nick
    Ganio  Severance Agreement
    EMC
    Corporation  Security Agreement
   33




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##### Table of Contents



Series A
    Convertible Preferred Stock (the Series A
    Stock)
          
    any amendment of the companys charter or bylaws that
    adversely affects the holders of Series A Stock, as
    applicable;
    any authorization of a class of capital stock ranking senior to,
    or on parity with, the Series A Stock, as applicable;
    any increase in the size of the companys Board of
    Directors to greater than eight members or any change in the
    classification of the Board of Directors;
    certain redemptions or repurchases of capital stock;
    acquisitions of capital stock or assets from other entities;
    effecting, or entering into any agreement to effect, any merger,
    consolidation, recapitalization, reorganization, liquidation,
    dissolution, winding up or similar transaction (a
    Liquidation Event) involving the company or any of
    its subsidiaries;
    any sale of assets of the company or a subsidiary which is
    outside the ordinary course of business;
    any purchase of assets of or an equity interest in another
    entity for more than $5,000,000; and
    any incurrence of additional debt for borrowed money in excess
    of $1,000,000.   34




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##### Table of Contents



Series B
    Convertible Preferred Stock (the Series B
    Stock)
         35




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##### Table of Contents




    any amendment of the companys charter or bylaws that
    adversely affects the holders of Series B Stock, as
    applicable;
    any authorization of a class of capital stock ranking senior to,
    or on parity with, the Series B Stock, as applicable;
    any increase in the size of the companys Board of
    Directors to greater than eight members or any change in the
    classification of the Board of Directors;
    certain redemptions or repurchases of capital stock;
    acquisitions of capital stock or assets from other entities;
    effecting, or entering into any agreement to effect, any merger,
    consolidation, recapitalization, reorganization, liquidation,
    dissolution, winding up or similar transaction (a
    Liquidation Event) involving the company or any of
    its subsidiaries;
    any sale of assets of the company or a subsidiary which is
    outside the ordinary course of business;
    any purchase of assets of or an equity interest in another
    entity for more than $5,000,000; and
    any incurrence of additional debt for borrowed money in excess
    of $1,000,000.        as-converted
 36




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##### Table of Contents



Edward
    C. Ateyeh, Jr. (Ed Taylor)  Collective Technologies,
    LLC Acquisition
      William
    J. Kerley  Collective Technologies, LLC
    Acquisition
      Indemnification
    and Change of Control Agreements
   37




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##### Table of Contents



Indemnification
    Agreements
  Form 10-K
  Director
    Independence
     
  ITEM
    14.
    PRINCIPAL
    ACCOUNTANT FEES AND SERVICES    Audit, Audit-Related and Tax Fees.
  Fees Paid
    to Grant Thornton LLP
  Audit

Audit-Related

Tax FeesFees($)

Fees ($)(1)

($)(2)2007


1,031,294



22,690



2006


661,821



182,493



     (1)
    
    Audit related fees consisted principally of reviews of
    registration statements, issuance of consents and foreign
    statutory audits.(2)
    
    Tax fees consisted principally of tax compliance and tax
    consulting services. Services relating to taxes for fiscal years
    2007 and 2006 were provided by KPMG LLP. 38




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##### Table of Contents



Financial
    Information Systems Design and Implementation Fees
    All Other
    Fees
    Policy on
    Audit Committee Pre-Approval of Audit and Permissible Non-Audit
    Services of Independent Auditors
      and/or
           39




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##### Table of Contents



PART IV
 
  ITEM 15.
    EXHIBITS AND
    FINANCIAL STATEMENT SCHEDULES    Consolidated Financial Statements:
              The following financial statement schedule for
    fiscal years 2007, 2006, and 2005 were submitted with the
    Original Filing:
      Exhibits
   40




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##### Table of Contents



SIGNATURES
      By:
    /s/  THOMAS
    P. RAIMONDI, JR.    41




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##### Table of Contents



EXHIBIT
    INDEX
  Exhibit



Incorporated by ReferenceNumber

Exhibit Description

Form

Exhibit(s)

Filing Date2
.1

Asset Purchase Agreement, dated
    June 6, 2006, between MTI Technology Corporation and
    Collective Technologies, LLC

10-K

2.1

June 30, 20062
.2

Amendment No. 1 to Asset
    Purchase Agreement, dated June 28, 2006, by and among MTI
    Technology Corporation, Collective Technologies LLC and Pencom
    Incorporated

8-K

2.1

July 11, 20062
.3

Amendment No. 2 to Asset
    Purchase Agreement, dated July 5, 2006, by and among MTI
    Technology Corporation, Collective Technologies LLC and Pencom
    Incorporated

8-K

2.2

July 11, 20063
.1

Restated Certificate of
    Incorporation of the Company

S-1

3.1

February 11, 19943
.2

Certificate of Amendment of
    Restated Certificate of Incorporation of the Company

14-C

A

April 3, 20003
.3

Second Amended and Restated Bylaws
    of the Company

10-Q

10.101

November 16, 20043
.4

Certificate of Designation of
    Series B Convertible Preferred Stock

8-K

3.1

November 3, 20053
.5

Certificate of Designation of
    Series A Convertible Preferred Stock

8-K

3(i).1

June 22, 20043
.6

Certificate of Amendment of
    Certificate of Designation of Series A Convertible
    Preferred Stock, filed with the Secretary of State of the State
    of Delaware on November 1, 2005

8-K

3.2

November 3, 20054
.1

Specimen of Amended Stock
    Certificate

10-K

4.2

July 11, 20034
.2

Form of Common Stock Purchase
    Warrant

8-K

4.1

November 3, 20054
.3

Amended and Restated Investor
    Rights Agreement, dated November 2, 2005, by and among the
    Company and the Investors set forth therein

8-K

10.1

November 3, 20054
.4

Amended and Restated Registration
    Rights Agreement, dated January 11, 2002, between the
    Company and Silicon Valley Bank

10-Q

4.8

February 19, 20024
.5

Form of Common Stock Purchase
    Warrant

8-K

4.1

July 11, 20064
.6

Registration Rights Agreement,
    dated July 5, 2006, by and between MTI Technology
    Corporation and Collective Technologies LLC

8-K

4.2

July 11, 200610
.1

Letter Agreement, dated
    October 11, 2005, by and among the Company, EMC Corporation
    and certain affiliates of Advent International Corporation

8-K

10.1

October 12, 200510
.2*

Severance and Release Agreement
    dated November 21, 2005 by and between the Company and Jon
    Caputo

8-K

10.1

November 22, 200510
.3*

Form of Nonqualified Stock Option
    Agreement under the Stock Incentive Plan

S-1

10.14

March 21, 199410
.4*

Form of Indemnification Agreement
    for Officers of the Company

10-K

10.2

July 11, 200310
.5*

Form of Indemnification Agreement
    for Directors of the Company

10-K

10.3

July 11, 200310
.6*

Form of Change of Control Agreement

8-K

10.1

February 13, 200610
.7*

1987 Incentive Stock Option and
    Nonqualified Stock Option Plan of the Company

S-1

10.21

February 11, 1994 42




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##### Table of Contents



Exhibit



Incorporated by ReferenceNumber

Exhibit Description

Form

Exhibit(s)

Filing Date10
.8*

Form of Incentive Stock Option
    Agreement under the Stock Incentive Plan

S-1

10.30

March 21, 199410
.9*

Form of Nonqualified Common Stock
    Option Agreement under the 1987 Stock Option Plan

S-1

10.23

February 11, 199410
.10*

Directors Non-Qualified
    Stock Option Plan

S-1

10.32

March 21, 199410
.11

Loan and Security Agreement, dated
    November 13, 2002, by and between Comerica Bank California
    and the Company

10-Q

10.70

November 19, 200210
.12*

1996 Stock Incentive Plan, as
    amended

10-Q

10.29

November 16, 199910
.13*

Severance Agreement, dated as of
    July 15, 1998, between the Company and Tom Raimondi

10-K

10.30

August 2, 199910
.14*

Severance Agreement, dated as of
    February 7, 2001, between the Company and Keith Clark

10-K

10.24

June 12, 200110
.15*

MTI Technology Corporation 2001
    Stock Incentive Plan

8-K

99.1

November 3, 200610
.16*

MTI Technology Corporation 2001
    Non-Employee Director Option Program

10-K

10.31

June 12, 200110
.17*

MTI Technology Corporation 2001
    Employee Stock Purchase Plan

10-K

10.32

June 12, 200110
.18

Reseller Agreement effective as of
    March 31, 2003, between EMC Corporation and the Company.
    (Portions of this exhibit are omitted and were filed separately
    with the Secretary of the SEC pursuant to the Companys
    application requesting confidential treatment under
    Rule 406 of the Securities Act.).

10-K

10.61

July 11, 200310
.19

Amendment 1 to Reseller Agreement,
    dated February 1, 2004, between EMC Corporation and the
    Company.

10-K

10.87

July 1, 200410
.20

Third Amendment to Loan and
    Security Agreement, dated as of June 15, 2005, by and
    between Comerica Bank and the Company

10-K

10.95

July 18, 200510
.21*

Summary of Executive Compensation
    and Bonus Arrangements

10-K

10.21

June 30, 200610
.22*

Summary of Director Compensation
    Arrangements

10-K

10.22

June 30, 200610
.23*

Contract of Employment between the
    Company and Keith Clark

10-K

10.1

August 1, 200510
.24

Lease Agreement, dated
    August 2, 2005, by and between CalWest Industrial Holdings,
    LLC and the Company

8-K

10.1

August 8, 200510
.25

Securities Purchase Agreement,
    dated August 19, 2005, by and among the Company, EMC
    Corporation, and certain affiliates of Advent International
    Corporation

8-K

10.1

August 22, 200510
.26*

Form of Restricted Stock Award
    Agreement under the 2001 Stock Incentive Plan

10-K

10.24

June 30, 200610
.27*

Form of Stock Option Award
    Agreement (Officers) under the 2001 Stock Incentive Plan

10-K

10.25

June 30, 200610
.28*

Form of Stock Option Award
    Agreement (Employees) under the 2001 Stock Incentive Plan

10-K

10.26

June 30, 200610
.29

EMC Security Agreement, dated
    December 30, 2004

10-K

10.28

June 30, 200610
.30

Termination of EMC Letter
    Agreement and Security Agreement, dated June 7, 200610
.31

Amendment to Second Waiver and
    Consent, dated June 20, 2006, between the Company and The
    Canopy Group

8-K

10.2

June 26, 2006 43




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##### Table of Contents



Exhibit



Incorporated by ReferenceNumber

Exhibit Description

Form

Exhibit(s)

Filing Date10
.32

Second Waiver and Consent, dated
    December 28, 2004, between the Company and The Canopy Group

10-K

10.30

June 30, 200610
.33

Fourth Amendment to Loan and
    Security Agreement, dated June 20, 2006, between Comerica
    Bank and the Company

8-K

10.1

June 26, 200610
.34

Warrant, dated June 20, 2006,
    issued by the Company to The Canopy Group

8-K

10.3

June 26, 200610
.35*

MTI Technology Corporation 2006
    Stock Incentive Plan (CT)

8-K

99.2

November 3, 200610
.36*

Form of Restricted Stock Award
    Agreement under the 2006 Stock Incentive Plan (CT)

10-K

10.34

June 30, 200610
.37*

Form of Stock Option Award
    Agreement (Officers) under the 2006 Stock Incentive Plan (CT)

10-K

10.35

June 30, 200610
.38*

Form of Stock Option Award
    Agreement (Employees) under the 2006 Stock Incentive Plan (CT)

10-K

10.36

June 30, 200610
.39

Form of Promissory Note

8-K

10.1

July 11, 200610
.40*

Employment Agreement, dated
    July 5, 2006, by and between MTI Technology Corporation and
    Edward C. Ateyeh, Jr.

8-K

10.2

July 11, 200610
.41*

Employment Agreement, dated
    July 5, 2006, by and between MTI Technology Corporation and
    William Kerley

10-Q

10.3

November 14, 200610
.42

Amendment No. 2 to Second
    Waiver and Consent, entered into as of November 21, 2006,
    by and between The Canopy Group, Inc. and MTI Technology
    Corporation

8-K

10.1

November 28, 200610
.43

Warrant to Purchase Common Stock
    of MTI Technology Corporation, dated November 21, 2006,
    issued to The Canopy Group, Inc.

8-K

10.2

November 28, 200610
.44*

Severance and Release Agreement,
    dated December 1, 2006, by and between MTI Technology
    Corporation and Richard L. Ruskin

8-K

10.1

December 4, 200610
.45

Fifth Amendment to Loan and
    Security Agreement, entered into as of December 21, 2006,
    by and between Comerica Bank, successor by merger to Comerica
    Bank-California, and MTI Technology Corporation

8-K

10.1

December 28, 200610
.46

Account Purchase Agreement, dated
    November 27, 2006, by and between MTI Technology
    Corporation and Wells Fargo Bank, National Association, acting
    through its Wells Fargo Business Credit operating division

10-Q

10.7

February 16, 200710
.47

Sixth Amendment to Loan and
    Security Agreement, entered into as of May 31, 2007, by and
    between Comerica Bank, successor by merger to Comerica
    Bank  California, and MTI Technology Corporation

8-K

10.1

June 6, 200710
.48

Amendment No. 3 to Second
    Waiver and Consent, dated as of June 22, 2007, by and
    between The Canopy Group, Inc. and MTI Technology Corporation.

8-K

10.1

June 28, 200710
.49

Warrant to Purchase Common Stock
    of MTI Technology Corporation, dated June 22, 2007, issued
    to The Canopy Group, Inc.

8-K

10.2

June 28, 200721
.1

List of Subsidiaries

10-K

21.1

June 30, 200623
.1

Consent of Independent Registered
    Public Accounting Firm  Grant Thornton LLP

10-K

23.1

July 23, 200724
.1

Powers of Attorney

10-K

24.1

July 23, 2007 44




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##### Table of Contents



Exhibit



Incorporated by ReferenceNumber

Exhibit Description

Form

Exhibit(s)

Filing Date31
.1

Certification by CEO pursuant to
    Rule 13a-14(a)
    or 15d-14(a), as adopted pursuant to Section 302 of the
    Sarbanes-Oxley Act of 2002

10-K

31.1

July 23, 200731
.2

Certification by CFO pursuant to
    Rule 13a-14(a)
    or 15d-14(a), as adopted pursuant to Section 302 of the
    Sarbanes-Oxley Act of 2002

10-K

31.2

July 23, 200731
.3

Certification by CEO pursuant to
    Rule 13a-14(a)
    or 15d-14(a), as adopted pursuant to Section 302 of the
    Sarbanes-Oxley Act of 200231
.4

Certification by CFO pursuant to
    Rule 13a-14(a)
    or 15d-14(a), as adopted pursuant to Section 302 of the
    Sarbanes-Oxley Act of 200232
.1

Certification by CEO pursuant to
    Rule 18 U.S.C. Section 1350, as adopted pursuant to
    Section 906 of the Sarbanes-Oxley Act of 2002

10-K

32.1

July 23, 200732
.2

Certification by CFO pursuant to
    18 U.S.C. Section 1350, as adopted pursuant to
    Section 906 of the Sarbanes-Oxley Act of 2002

10-K

32.2

July 23, 2007     *
    
    Management or compensatory plan or arrangement. 45