exv10w1



 





Exhibit 10.1



SEVERANCE AND RELEASE AGREEMENT




     This Severance and Release Agreement (the “Agreement”) by and between MTI
Technology Corporation (“MTI” or “the Company”) and Todd Schaeffer
(“Schaeffer”) documents the terms and conditions of Schaeffer’s termination
from the Company, and is effective                    , (the “Effective Date”).



RECITALS




     On or about February 21, 1995, Schaeffer commenced employment with MTI.
Schaeffer was promoted to Corporate Controller on or about September 18, 2001
and is currently the Company’s Chief Financial Officer.



     On or about July 23, 2004, MTI and Schaeffer mutually agreed to terminate
Schaeffer’s employment effective on a date to be determined by the parties (the
“Employment Termination Date”). MTI does not have a uniform policy or practice
of granting particular severance benefits to its employees or executives.
However, MTI offered to pay to Schaeffer only those severance benefits
described in the paragraphs that follow in exchange for Schaeffer’s release of
all claims against the Company and performance of his other obligations
hereunder. Schaeffer accepted this offer.



     NOW, THEREFORE, in consideration of the recitals listed above, and the
mutual promises contained in this Agreement, Schaeffer and the Company agree,
covenant, and represent as follows:



AGREEMENT




1. The Parties’ Responsibilities



          a. MTI will continue Schaeffer’s salary and auto allowance for one year
following the Employment Termination Date (the “Salary Continuation Period”) at
his base salary in effect on the Effective Date (i.e., $210,000 annually) and
at his base auto allowance rate in effect on the Effective Date (i.e., $750
monthly), to be paid on regularly recurring payroll dates for such one year
period, and to be less normal payroll deductions.



          b. MTI and Schaeffer agree that from the Effective Date until the
Employment Termination Date, Schaeffer will remain employed by MTI at the base
salary in effect on the Effective Date (i.e., $210,000 annually), that his
benefits will continue in effect and that options already granted to him will
continue to vest.



          c. Schaeffer acknowledges that, as of Employment Termination Date, he may
be eligible to obtain continuing coverage under MTI’s group medical, vision and
dental plans pursuant to the provisions of the Consolidated Omnibus
Reconciliation Act and its implementing regulations (“COBRA”). MTI agrees that
for a one year period beginning the day following the Employment Termination
Date, MTI will pay the premium for any COBRA continuation coverage that
Schaeffer elects to obtain. In no event shall MTI be liable for, or be
required to pay premiums for any COBRA continuation coverage Schaeffer may
elect or be eligible to obtain thereafter. MTI further acknowledges and agrees
that during the one year period MTI pays Schaeffer’s COBRA premium, MTI will
also reimburse Schaeffer for medical, vision and dental expenses incurred by
Schaeffer that are not covered by his COBRA continuation coverage but that
would be covered under MTI’s existent Executive Medical Plan.



          d. Subject to the approval of MTI’s Board of Directors’ Compensation
Committee, MTI agrees that the Options granted to Schaeffer pursuant to the MTI
Technology Corporation 1996 and 2001 Stock Incentive Plans, as amended (the
“Stock Incentive Plans”), shall continue and remain in full force and effect,
and be exercisable in the same manner as if Schaeffer were to continue his
employment with the corporation.



          e. Schaeffer and MTI agree, covenant and represent that Schaeffer shall
not be eligible for, or entitled to, any benefits of employment other than
those specifically identified in this Agreement.



          f. Schaeffer agrees, covenants and represents that during the period he
continues to be employed following the Effective Date he will perform the
duties and responsibilities of his position diligently and to the best of his
abilities and will cooperate with MTI in the orderly transfer of his
responsibilities to his successor. Schaeffer further agrees that during the
Salary Continuation Period he will be available to consult with MTI as needed
by MTI and as is consistent with Schaeffer’s need to fulfill his
responsibilities to any then current employer. Schaeffer further agrees,
covenants and represents that during the Salary Continuation



 









 




Period and thereafter he shall cooperate in good faith with MTI in the
defense of any action that has been or will be brought against MTI that arises
out of, or relates in any way to his employment with MTI. MTI agrees,
covenants and represents that it shall indemnify and hold Schaeffer harmless to
the extent required by law for all that Schaeffer necessarily expends or loses
in direct consequence of the discharge of his duties under this paragraph.




          g. Effective as of Schaeffer’s date of termination, MTI and Schaeffer
agree that Schaeffer shall be retained by MTI as a consultant pursuant to the
terms and conditions of the Consulting Agreement attached as Exhibit “A” (the
“Consulting Agreement”).



     2. Release



          a. In consideration of the promises specified in this Agreement and for
other good and valuable consideration, the receipt and adequacy of which are
hereby acknowledged, Schaeffer, for himself and his heirs, assigns, executors,
administrators, and agents, past and present (collectively, the “Schaeffer
Affiliates”), hereby fully and without limitation releases, covenants not to
sue, and forever discharges MTI and its respective subsidiaries, divisions,
affiliated corporations, affiliated partnerships, parents, trustees, directors,
officers, shareholders, partners, agents, employees, representatives,
consultants, attorneys, heirs, assigns, executors and administrators,
predecessors and successors, past and present (collectively, the “MTI
Releasees”), both individually and collectively, from any and all rights,
claims, demands, liabilities, actions and causes of action whether in law or in
equity, suits, damages, losses, workers’ compensation claims, attorneys’ fees,
costs, and expenses, of whatever nature whatsoever, known or unknown, fixed or
contingent, suspected or unsuspected (“Claims”), that Schaeffer or the
Schaeffer Affiliates now have, or may ever have, against any of the MTI
Releasees that arise out of, or are in any way related to: (i) Schaeffer’s
employment by MTI or any of the other MTI Releasees; (ii) the termination of
Schaeffer’s employment by MTI or any of the other MTI Releasees; and (iii) any
transactions, occurrences, acts or omissions by MTI or any of the other MTI
Releasees occurring prior to the Effective Date of this Agreement.



          b. Without limiting the generality of the foregoing, Schaeffer
specifically and expressly releases any Claims occurring prior to the Effective
Date of this Agreement arising out of or related to violations of any federal
or state employment discrimination law, including the California Fair
Employment and Housing Act; Title VII of the Civil Rights Act of 1964; the
Americans with Disabilities Act; the National Labor Relations Act; the Equal
Pay Act; the Employee Retirement Income Security Act of 1974; as well as Claims
arising out of or related to violations of the provisions of the California
Labor Code; state and federal wage and hour laws; breach of contract; fraud;
misrepresentation; common counts; unfair competition; unfair business
practices; negligence; defamation; infliction of emotional distress; invasion
of privacy; assault; battery; false imprisonment; wrongful termination; and any
other state or federal law, rule, or regulation.



          c. Schaeffer agrees, covenants, and represents that he has not commenced,
and that he shall never commence or pursue, a claim for workers’ compensation
benefits of any kind relating to or resulting from his employment with MTI or
any of the MTI Releasees. Schaeffer further agrees, covenants, and represents
that, in the event that he has filed or does file a claim for workers’
compensation benefits, MTI may, but is not required to, present this Agreement
to the Workers’ Compensation Appeals Board for approval as a compromise and
release.



     3. Warranties and Representations




          Schaeffer acknowledges that he is aware of and familiar with the
provisions of Section 1542 of the California Civil Code, which provides as
follows:




     “A general release does not extend to claims which the creditor
does not know or suspect to exist in his favor at the time of
executing the release, which if known by him, must have materially
affected his settlement with the debtor.”




          Schaeffer hereby waives and relinquishes all rights and benefits which
he may have under Section 1542 of the California Civil Code, or the law of
any other state or jurisdiction, or common law principle, to the same or
similar effect. Schaeffer represents and warrants that he has the authority
to enter into this Agreement and to bind all persons and entities claiming
through him.



     4. Confidentiality and Non-Disparagement



 









 





          a. Schaeffer agrees, covenants and represents that the facts relating to
the existence of this Agreement, the negotiations leading to the execution of
this Agreement, and the terms of this Agreement and the amounts of the
Severance Payment and the Supplemental Payment shall be held in confidence, and
shall not be disclosed, communicated or divulged to any person other than those
who must perform tasks to effectuate this Agreement, without first obtaining
the MTI’s written consent to each disclosure.



          b. Schaeffer further agrees, covenants and represents that he shall not
take any action or make any comments that actually or potentially disparage,
disrupt, damage, impair, or otherwise interfere with MTI’s business interests
or reputation.



     5. Trade Secrets



          Schaeffer acknowledges that he executed a Proprietary Information
Agreement and that he shall continue to be bound by this Proprietary
Information Agreement following the termination of his employment with MTI. A
copy of the Proprietary Information Agreement is attached to this Agreement as
Exhibit “B.”



     6. Non-Admission of Liability



          Schaeffer agrees, covenants and represents that this Agreement shall not
be treated as an admission of liability by MTI, at any time, for any purpose,
and that this Agreement shall not be admissible in any proceeding between the
parties except a proceeding relating to a breach of its provisions after
execution, or a proceeding to obtain approval of the Agreement as a compromise
and release as provided in Paragraph 2(c) of this Agreement



     7. Arbitration of Disputes



          All disputes between Schaeffer (and his attorneys, successors, and
assigns) and MTI (and its affiliates, shareholders, directors, officers,
employees, agents, successors, attorneys, and assigns) relating in any manner
whatsoever to Schaeffer’s employment with, or the termination of his employment
from, MTI (“Arbitrable Claims”) including, without limitation, all disputes
relating to the validity, interpretation, or enforcement of this Agreement,
shall be resolved exclusively by arbitration in Orange County, California, by
the Judicial Arbitration & Mediation Services, Inc. (the “JAMS”). Such
arbitration shall be conducted in accordance with the then-existing arbitration
rules of JAMS, with the cost of such arbitration to be borne equally by the
parties. The parties to this Agreement, and all who claim thereunder, shall be
(i) conclusively bound by the arbitrator’s decision or award, which shall not
be subject to appeal; and (ii) have the right to have any decision or award
rendered in accordance with this provision entered as a judgment in a court in
the State of California or any other court having jurisdiction. The arbitrator
shall have the authority to award or grant legal, equitable, and declaratory
relief. The parties hereby waive any rights they may have to trial by jury.
The Federal Arbitration Act will govern the interpretation and enforcement of
this Section pertaining to arbitration, unless it is found inapplicable in
which case California law shall control.



     8. Successors and Assigns



          This Agreement shall be binding upon and shall inure to the benefit of the
respective heirs, assigns, executors, administrators, successors, subsidiaries,
divisions and affiliated corporations and partnerships, past and present, and
trustees, directors, officers, shareholders, partners, agents and employees,
past and present, of Schaeffer and MTI.



     9. Ambiguities



          This Agreement has been reviewed by the parties. The parties have had a
full opportunity to negotiate the terms and conditions of this Agreement.
Accordingly, the parties expressly waive any common-law or statutory rule of
construction that ambiguities should be construed against the drafter of this
Agreement, and agree, covenant, and represent that the language in all parts of
this Agreement shall be in all cases construed as a whole, according to its
fair meaning.



     10. Choice of Law



          This Agreement has been negotiated and executed in the State of California
and is to be performed in Orange County, California. This Agreement shall be
governed by and interpreted in accordance with the laws of the State of
California, including all matters of construction, validity, performance, and
enforcement, without regard to California’s conflict of laws rules.



 









 





     11. Integration



          This Agreement, Schaeffer’s Option Agreements with the Company, MTI’s
Stock Incentive Plans; and the Proprietary Information Agreement attached as
Exhibit “A,” constitute a single, integrated written contract expressing the
entire agreement of the parties. There is no other agreement, written or oral,
express or implied, between the parties with respect to the subject matter
hereof. These agreements may not be orally modified. This Agreement may only
be modified in a written instrument signed by all parties.



     12. Severability



          The parties to this Agreement agree, covenant and represent that each and
every provision of this Agreement shall be deemed to be contractual, and that
they shall not be treated as mere recitals at any time or for any purpose.
Therefore, the parties further agree, covenant and represent that each and
every provision of this Agreement shall be considered severable, except for the
Release provisions of Sections 2 and 3 of this Agreement. If a court of
competent jurisdiction finds the release provisions of Sections 2 or 3 of this
Agreement to be unenforceable or invalid, then this Agreement shall become null
and void, and the Severance Payment paid pursuant to paragraph 1 shall be
returned to MTI within a reasonable period of time. If a court of competent
jurisdiction finds any provision other than the release provisions of Sections
2 or 3, or part thereof, to be invalid or unenforceable for any reason, that
provision, or part thereof, shall remain in force and effect to the extent
allowed by law, and all of the remaining provisions of this Agreement shall
remain in full force and effect and enforceable.



     13. Execution of Counterparts



          This Agreement may be executed in counterparts, and if so executed and
delivered, all of the counterparts together shall constitute one and the same
Agreement.



     14. Captions



          The captions and section numbers in this Agreement are inserted for the
readers’ convenience, and in no way define, limit, construe or describe the
scope or intent of the provisions of this Agreement.



     15. Miscellaneous Provisions



          a. The parties represent that they have read this Agreement and fully
understand all of its terms; that they have conferred with their attorneys, or
have knowingly and voluntarily chosen not to confer with their attorneys about
this Agreement; that he has executed this Agreement without coercion or duress
of any kind; and that he understands any rights that he has or may have and
signs this Agreement with full knowledge of any such rights.



          b. The parties acknowledge that no representations, statements or promises
made by the other party, or by their respective agents or attorneys, have been
relied on in entering into this Agreement.



     IN WITNESS WHEREOF, the parties hereto have executed this Agreement, which
consists of 6 pages, on the dates indicated below.



	 	 	 	 	 	 	 	 	 	 	 
	TODD SCHAEFFER	 	 	 	MTI TECHNOLOGY CORPORATION	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	/s/ TODD SCHAEFFER	 	 	 	/s/ THOMAS P. RAIMONDI, JR.	 	 
	
 	 	 	 	
 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Date:

	 	September 9, 2004
	 	 	 	Date:
	 	September 9, 2004	 	 
	

	 	
 
	 	 	 	 	 	
 	 	 







 









 





CONSULTING AGREEMENT



THIS AGREEMENT is made between MTI Technology Corporation (“MTI”), a Delaware
corporation, at 14661 Franklin Avenue, Tustin, California and Todd Schaeffer
an independent consultant (“Consultant”).



WHEREAS, Consultant has general experience in the area of financial
management, and direct experience in the tactical and strategic financial
management of MTI.



WHEREAS, MTI in reliance on Consultant’s representations, is willing to engage
Consultant as an independent contractor, and not as an employee.



The parties agree to the following terms and conditions:



1.0 SCOPE OF SERVICES






	 	1.1	 	Consultant will provide consulting services, as directed and
requested by MTI in its sole discretion, in the area of general
financial management, as described in Exhibit A.
	 
	 	1.2	 	All work will be performed at MTI’s facilities and/or at
specified customer sites and will be performed in a workmanlike and
professional manner by Consultant. Consultant will at all times
observe security and safety policies of MTI, including, but not
limited to, the use of Security I.D. Badges.
	 
	 	1.3	 	The parties acknowledge and agree that MTI has no right to
control the manner, means, or method by which Consultant performs the
services called for by this Agreement. MTI will be entitled only to:
(1) direct Consultant with respect to the elements of the services
to be performed by Consultant and the results to be derived by MTI,
(2) inform Consultant as to where and when such services will be
performed, and (3) review and assess the performance of the services
by Consultant for the limited purposes of assuring that the services
have been performed and confirming that results are satisfactory.




2.0 TERM OF AGREEMENT






	 	2.1	 	The term of this Agreement is shown in Exhibit B.
	 
	 	2.2	 	Additional assignments may be incorporated into this Agreement by an executed Addendum to Exhibit A.
	 
	 	2.3	 	The cure period for any failure of MTI to pay fees and charges
due will be forty-five (45) days from the date MTI receives notice.
	 
	 	2.4	 	If this Agreement is terminated for any reason, Consultant will
promptly return to MTI all copies of any MTI data, records, or
materials, including all materials incorporating the propriety
information of MTI. Consultant will also furnish to MTI all work in
progress, including all incomplete work.
	 
	 	2.5	 	Within fifteen (15) days of termination of this Agreement for
any reason, Consultant will submit to MTI an itemized invoice for any
outstanding fees or expenses under this Agreement. MTI, upon payment
of the amounts invoiced, will have no further liability or obligation
to Consultant.




3.0 FEES






	 	3.1	 	In Consideration of the services to be performed by Consultant,
MTI will pay Consultant the fees shown in Exhibit B.




4.0 RIGHTS IN DATA






	 	4.1	 	Any MTI Work Product will be considered a “work for hire” and will remain the exclusive property of MTI.
	 
	 	4.2	 	“MTI Work Product” means the ideas, processes methods,
programming aids, reports, programs, manuals, tapes, software,
flowcharts, systems or improvements, enhancements, or modifications,
that the Consultant utilizes, produces, develops, prepares,
conceives, makes, or suggests in the performance of the services
under this Agreement, including all related developments originated
or conceived during the term of the Agreement but completed or
reduced to practice after termination.





 









 







	 	4.3	 	All right, title, and interest in and to any programs, systems,
data, and materials furnished to MTI and/or developed, at private
expense, by Consultant outside the scope of this Agreement are and
will remain the exclusive property of Consultant. These “Consultant
Products,” if any, are listed in Exhibit “D.”




5.0 PROPRIETARY INFORMATION






	 	5.1	 	Consultant acknowledges that in order to perform the services
called for in this Agreement, it will be necessary for MTI to
disclose to Consultant certain Trade Secrets that have been developed
by MTI at great expense and that have required considerable effort of
skilled professionals. Consultant further acknowledges that the
Deliverables will, of necessity, incorporate such Trade Secrets.
Consultant agrees that it will not disclose, transfer, use, copy, or
allow access to any Trade Secrets to any employees or to any third
parties, unless they have a need to know and are consistent with the
requirements of this Agreement and have signed a
Confidentiality/Non-Disclosure Agreement shown in Exhibit C.
	 
	 	5.2	 	In no event will Consultant disclose any Trade Secrets to any
competitors of MTI.
	 
	 	5.3	 	The term “Trade Secrets” means any scientific or technical
data, information, design, process, procedure, formula, or
improvement that is commercially valuable to MTI and not generally
known in the industry.
	 
	 	5.4	 	The obligations contained in this Section will survive the
termination of this Agreement and continue for as long as the
material remains Trade Secrets.
	 
	 	5.5	 	The obligations contained in this Section shall not in any way
diminish or limit Consultant’s obligations and duties under his
Proprietary Agreement with MTI.




6.0 CONFIDENTIALITY OF AGREEMENT; PUBLICITY; USE OF MARKS






	 	6.1	 	Consultant will not disclose the nature of the effort
undertaken for MTI or the terms of this Agreement to any other person
or entity, except as many be necessary to fulfill Consultant’s
obligations.
	 
	 	6.2	 	Consultant will not at any time use MTI’s name or any MTI
trademark(s) or trade name(s) in any advertising or publicity without
the prior written consent of MTI.




7.0 WARRANTIES






	 	7.1	 	Consultant warrants that:







	 	a.	 	Consultant’s performance of the services and any
programs, systems, data, or materials furnished to MTI under
this Agreement will not violate any applicable law, rule, or
regulation; any contracts with third parties; or any third-part
rights in any patent, trademark, copyright, trade secret; or
similar rights.
	 
	 	b.	 	Any and all rights, title, and ownership interest,
including copyright, that Consultant may have in or to a MTI
Work Product or any tangible media embodying a MTI Work Product,
as described in Section 4.2, are assigned to MTI as part of this
Agreement.




8.0 LIMITATION OF LIABILITY






	 	8.1	 	Except as provided in Section 8, in no event will either party
be liable to the other for any special, incidental, consequential
damages, or lost profits of the other party.




9.0 ARBITRATION






	 	9.1	 	At the option of either party, any and all disputes regarding
this Agreement will be decided according to the rules and regulations
of the American Arbitration Association.
	 
	 	9.2	 	The arbitrators will be selected as follows: If MTI and
Consultant agree on one arbitrator, that arbitrator will conduct the
arbitration. If MTI and Consultant do not agree, MTI and Consultant
will each select one arbitrator and the





 









 







	 	 	 	selected arbitrators will select the third arbitrator. All three
arbitrators will conduct the arbitration. MTI reserves the right to
reject any individual arbitrator employed by or affiliated with a
competing organization.
	 
	 	9.3	 	Arbitration will take place at Orange County, California, or
any other location mutually agreeable to the parties. At the request
of either party, arbitration proceedings will be conducted in
secrecy. All documents, testimony and records will be received,
heard and maintained by the arbitrator(s) in secrecy under seal,
available for the inspection only of MTI or Consultant, and their
respective attorneys and experts who agree in advance and in writing
to hold the information in secrecy until the information becomes
greatly known.
	 
	 	9.4	 	The arbitrator(s), acting by majority vote, will be able to
decree any and all relief of an equitable nature, including, but not
limited to, relief of a temporary restraining order, and/or a
temporary or permanent injunction. The arbitrator(s) will also be
able to award damages, with or without an accounting and cost. The
decree or judgment of an award rendered by the arbitrator(s) will be
binding and may be entered in any court having jurisdiction thereof.




10.0 MISCELLANEOUS






	 	10.1	 	This Agreement will be governed by substantive laws of the State of California.
	 
	 	10.2	 	The parties are independent contractors to one another.
Nothing in this Agreement creates any agency, partnership, or joint
venture between the parties. Except as expressly provided in this
Agreement, MTI will not be liable for any debts, accounts,
obligations, or other liabilities of Consultant, including (without
limitation) Consultant’s obligations to withhold Social Security and
income taxes for itself or any of its employees.
	 
	 	10.3	 	All remedies available to either party for one or more breaches
by the other party are cumulative and may be exercised separately or
concurrently without waiver of any other remedies. The failure of
either party to act on a breach of this Agreement by the other will
not be deemed a waiver of the breach or a waiver of future breaches,
unless the waiver is in writing and signed by the party against whom
enforcement is sought.
	 
	 	10.4	 	All notices will be in writing and will be delivered by hand or
by registered or certified mail, postage prepaid, as follows:





	 	 	 
	If to Consultant:

	 	If to MTI:
	 
	 	 
	Todd Schaeffer

	 	MTI Technology Corporation
	21 Chaumont

	 	14661 Franklin Avenue
	Mission Viejo, CA 92692

	 	Tustin, CA 92780









	10.5	 	This Agreement constitutes the entire Agreement between the
parties relating to Consultant’s providing of services to MTI as an
independent contractor. This Agreement may be modified only in
writing.





	 	 	 	 	 	 	 	 	 	 	 
	CONSULTANT	 	 	 	MTI TECHNOLOGY CORPORATION	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	/s/ TODD SCHAEFFER	 	 	 	/s/ THOMAS P. RAIMONDI, JR.	 	 
	
 	 	 	 	
 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Date:

	 	September 9, 2004
	 	 	 	Date:
	 	September 9, 2004	 	 
	

	 	
 
	 	 	 	 	 	
 	 	 







 









 





Exhibit A




SCOPE OF WORK



Consultant will provide information and conduct research as requested by MTI
to assist in the understanding, development and delivery of the following:



Deliverables



At MTI’s sole discretion, MTI may request that Consultant provide advice as to
the development and implementation of both tactical and strategic financial
plans for MTI or its subsidiaries.




 









 





Exhibit B




FEES



MTI agrees to pay Consultant $125 per hour per assignment, with the number of
billable hours per assignment to be mutually agreed upon by both MTI and
Consultant, in writing, prior to Consultant providing any service relating to
the respective assignment. MTI retains the unilateral and sole right to
(determine if any services are to be requested of the Consultant, and
Consultant agrees not to undertake any actions or provide any services under
this Agreement unless directed to do so by the appropriate representatives of
MTI.




PAYMENT TERMS



Upon completion of an assignment as set forth in “Exhibit A” and submission of
an invoice, the agreed upon amount of the assignment’s billable hours
multiplied at the rate of $125 per hour will be paid on a net 30 days.




TERMS OF AGREEMENT



This Agreement is effective for a one-year period beginning on the date of Mr.
Schaeffer’s termination. MTI agrees that this Agreement will remain in effect
for the full term set forth above, and may only be terminated prior to the
expiration date by Consultant. If Consultant does elect to terminate the
Agreement prior to the expiration date, Consultant agrees to give MTI thirty
(30) days written notice, and to complete any unfinished assignments.



The number of assignments that Consultant will be asked to engage will be
solely determined by MTI. MTI may, at its sole discretion, elect not to
engage the Consultant for any assignment during the term of this Agreement.
Unless the Agreement is terminated by the Consultant pursuant to the terms and
conditions as set forth above, Consultant agrees that he will make himself
available to MTI during the term of the Agreement.




 









 








Exhibit C




CONFIDENTIALITY/NON-DISCLOSURE AGREEMENT



In consideration of MTI Technology Corporation, a Delaware corporation (herein
“MTI”) granting me access to MTI facilities and information, I agree as
follows:






	 	1.	 	As an employee of Consultant, it is my understanding that,
pursuant to a Consulting Agreement between Consultant and MTI, I will
have access and acquire techniques, know-how, or other information of
a confidential nature concerning MTI experimental and developmental
work, trade secrets, secret procedures, business matters or affairs
including, but not limited to, information relating to ideas,
discoveries, inventions, disclosures, processes, methods, systems,
formulas, patents, patent applications, machines, materials, research
plans, and activities, research results, and business marketing
information, plans, operations, activities, and results. I WILL NOT
DISCLOSE ANY SUCH INFORMATION TO ANY PERSON OR ENTITY OR USE ANY SUCH
INFORMATION WITHOUT MTI’S PRIOR WRITTEN CONSENT. Information will,
for purposes of this Agreement, be considered to be confidential if
not known in the field generally, even though such information has
been disclosed to one or more third parties pursuant to joint
research agreements, consulting agreements, or other agreements
entered into by MTI or any of its affiliates. Excluded from the
obligations of confidentiality and non-discloser agreed to herein is
information (i) that I can establish I knew prior to my acquiring it
from MTI; (ii) that I receive from a third party who, when providing
it to me, is not under an obligation to MTI to keep the information
confidential; or (iii) that enters the public domain through no fault
of mine.
	 
	 	2.	 	If, as a consequence of my access to MTI facilities or
information, I conceive of or make, alone or with others, ideas,
inventions and improvements thereof or know-how related thereto that
relate in any manner to the actual or anticipated business of MTI, I
will assign and do hereby assign to MTI my right, title, and interest
in each of the ideas, inventions and improvements thereof described
in this paragraph. I will, at MTI’s expense, execute, acknowledge,
and deliver such documents.
	 
	 	3.	 	I agree that, upon the earlier of the completion of my work for
MTI, as an employee of Consultant or upon the termination of the
Consulting Agreement between MTI and Consultant, I will deliver to
MTI (and will not keep in my possession or deliver to anyone else)
any and all devices, records, data, notebooks, notes, reports,
proposals, lists, correspondence, specifications, drawings,
blueprints, sketches, materials, equipment, other documents or
property, or reproductions of any aforementioned items belonging to
MTI, its successors or assigns.
	 
	 	4.	 	I agree to execute any proper oath or verify any proper
document required to carry out the terms of this Agreement. I
represent that my performance of all the terms of this Agreement will
not breach any agreement to keep in confidence the proprietary
information acquired by me in confidence or in trust prior to my
commencing work for MTI. I have not entered into, and I agree I will
not enter into, any oral or written agreement in conflict herewith.
	 
	 	5.	 	This Agreement will be governed by the laws of the State of
California.
	 
	 	6.	 	If one or more of the provisions in this Agreement is deemed
void by law, then the remaining provisions will continue in full
force and effect
	 
	 	7.	 	This Agreement will be binding upon my heirs, executors,
administration and other legal representatives and will be for the
benefit of MTI, its successors, and its assigns.
	 
	 	8.	 	This Agreement will remain in full force and effect so long as
any materials referred to in paragraph 1 remain trade secrets of MTI.
	 
	 	9.	 	This Agreement does not modify or limit my obligation or duties
of Consultant under the Propriety Information Agreement signed by
Consultant.





	 	 	 	 	 	 	 	 	 
	Date:

	 	September 9, 2004
	 	 	 	/s/ TODD SCHAEFFER
	 	 
	

	 	
 
	 	 	 	
 	 	 
	 
	 	 	 	 	 	 	 	 
	Witness:

	 	/s/ THOMAS P. RAIMONDI, JR.