Contract

EXHIBIT 10.24 MTI TECHNOLOGY CORPORATION RESTRICTED STOCK AWARD AGREEMENT UNDER 2001 STOCK INCENTIVE PLAN THIS RESTRICTED STOCK AWARD AGREEMENT (the “Agreement”) is entered into asof ___________, 20__, by and between __________________________. (hereinafterreferred to as “Grantee”), and MTI Technology Corporation, a Delawarecorporation (hereinafter referred to as the “Company”), pursuant to theCompany’s 2001 Stock Incentive Plan (the “Plan”). Any capitalized term notdefined herein shall have the same meaning ascribed to it in the Plan. RECITALS: A. Grantee is an Employee, Director, Consultant or other person whoprovides services to the Company or a parent or subsidiary of the Company, asthose terms are defined in Sections 424(e) and 424(f) of the Internal RevenueCode of 1986, as amended (the “Code”), and in connection therewith has renderedservices for and on behalf of the Company. B. WHEREAS, the Company desires to issue shares of its common stock toGrantee to encourage the continued service of Grantee as an employee of theCompany and to exert added effort towards its growth and success, which serviceis of benefit to the Company; C. WHEREAS, the Company desires to impose certain restrictions on theshares of common stock granted hereunder for the benefit of the Company; and D. WHEREAS, such grant is being made to Grantee in addition to, and not inlieu of, any other form of compensation otherwise payable or to be paid toGrantee. NOW, THEREFORE, in consideration of the mutual covenants hereinafter setforth, and for other good and valuable consideration, the parties agree asfollows: 1. ISSUANCE OF SHARES. The Company hereby offers to issue to Grantee anaggregate of ______________(_________) SHARES OF COMMON STOCK OF THE COMPANY(the “Shares”) AT THE NOMINAL EXERCISE PRICE OF $________ PER SHARE ON____________, 20__, on the terms and conditions herein set forth. Unless thisoffer is earlier revoked in writing by the Company, Grantee shall have ten (10)days from the date of the delivery of this Agreement to Grantee to accept theoffer of the Company by executing and delivering to the Company two copies ofthis Agreement, without condition or reservation of any kind whatsoever. 2. VESTING OF SHARES. (A) Subject to Grantee’s “Continuous Service” and Section 2(b)below, the Shares acquired hereunder shall vest and become “Vested Shares” asfollows: 1 ONE-THIRD (1/3) OF THE SHARES SHALL VEST TWELVE (12) MONTHS AFTER THE VESTING COMMENCEMENT DATE. ONE-TWENTY-FOURTH (1/24TH) OF THE REMAINING UNVESTED SHARES SHALL VEST AT THE END OF THE 13TH MONTH AND EACH MONTH THEREAFTER, SUCH THAT THE SHARES WILL BE ONE HUNDRED PERCENT (100%) VESTED AFTER THIRTY-SIX (36) MONTHS OF CONTINUOUS SERVICES FROM VESTING COMMENCEMENT DATE. Shares which have not yet become vested are herein called “UnvestedShares.” No additional shares shall vest after the date of termination ofGrantee’s Continuous Service. For these purposes, THE “VESTING COMMENCEMENTDATE” SHALL BE ______________, 20__. As used herein, the term “Continuous Service” means that theprovision of services to the Company or a Related Entity in any capacity ofEmployee, Director or Consultant, is not interrupted or terminated. (B) Notwithstanding Section 2(a), if Grantee holds Shares at thetime a Corporate Transaction occurs, all “Forfeiture Rights” (as defined in 3(b)below) shall automatically terminate immediately prior to the consummation ofsuch Corporate Transaction and the Shares subject to those terminated ForfeitureRights shall immediately vest in full except to the extent that this Agreementis continued, assumed, or substituted for by the acquiring or successor entity(or parent thereof) in connection with such Corporate Transaction.Notwithstanding the foregoing sentence, if pursuant to a Corporate Transactionthe acquiring or successor entity (or parent thereof) provides for thecontinuance or assumption of this Agreement or the substitution for thisAgreement of a new agreement of comparable value covering shares of a successorcorporation (with appropriate adjustments as to the number and kind of shares),then the Forfeiture Rights shall not terminate and vesting of the Shares shallnot accelerate in connection with such Corporate Transaction; provided, however,if Grantee’s Continuous Service is terminated without Cause or pursuant to avoluntary termination for Good Reason within twelve (12) months following suchCorporate Transaction, all Forfeiture Rights shall terminate and vesting of theShares or any substituted shares shall accelerate in full automaticallyeffective upon such termination of Continuous Service. If the Forfeiture Rights automatically terminate in accordance withthe provisions of this Section 2(b), then the Administrator shall cause writtennotice of the Corporate Transaction to be given to Grantee not less than fifteen(15) days prior to the anticipated effective date of the proposed transaction. (C) If Grantee holds Shares at the time a Change in Control occurs,then if Grantee’s Continuous Service is terminated without Cause or pursuant toa voluntary termination for Good Reason within twelve (12) months following suchChange in Control, all Forfeiture Rights shall terminate and vesting of theShares or any substituted shares shall accelerate in full automaticallyeffective upon such termination of Continuous Service. 2 3. FORFEITURE RIGHTS UPON TERMINATION OF SERVICE. (A) DEPOSIT OF UNVESTED SHARES. Grantee shall deposit with theCompany certificates representing the Unvested Shares, together with a dulyexecuted stock assignment separate from certificate in blank (a form of which isattached hereto as EXHIBIT B), which shall be held by the Secretary of theCompany. Grantee shall be entitled to vote and to receive dividends anddistributions on all such deposited Unvested Shares. (B) FORFEITURE AND CANCELLATION OF UNVESTED SHARES UPON TERMINATION.In the event of termination of Grantee’s Continuous Service, all Unvested Sharesas of the Termination Date shall be immediately forfeited, cancelled and shallbecome null and void (the “Forfeiture Rights”). The Company shall cancel thecertificates then deposited with the Company evidencing the Unvested Shares andreissue a new certificate to Grantee evidencing only the Vested Shares, if any,as of the Termination Date. (C) TERMINATION. The provisions of this Section 3 shallautomatically terminate, and the Shares shall not be subject to the ForfeitureRights (and thus shall become Vested Shares), in accordance with Section 2(b)above. (D) ASSIGNMENT. The Company may assign its rights under this Section3 without the consent of the Grantee. 4. RESTRICTIONS ON UNVESTED SHARES. Unvested Shares may not be sold,transferred, pledged, or otherwise disposed of, except that such Unvested Sharesmay be transferred to a trust established for the sole benefit of the Granteeand/or his or her spouse, children or grandchildren. Any Unvested Shares thatare transferred as provided herein remain subject to the terms and conditions ofthis Agreement. 5. ADJUSTMENTS UPON CHANGES IN CAPITAL STRUCTURE. In the event that theoutstanding Shares of Common Stock of the Company are hereafter increased ordecreased or changed into or exchanged for a different number or kind of sharesor other securities of the Company by reason of a recapitalization, stock split,combination of shares, reclassification, stock dividend, or other change in thecapital structure of the Company, then Grantee shall be entitled to new oradditional or different shares of stock or securities, in order to preserve, asnearly as practical, but not to increase, the benefits of Grantee under thisAgreement, in accordance with the provisions of Section 4.2 of the Plan. Suchnew, additional or different shares shall be deemed “Shares” for purposes ofthis Agreement and subject to all of the terms and conditions hereof. 6. SHARES FREE AND CLEAR. All Shares returned to the Company pursuant tothis Agreement shall be delivered by Grantee free and clear of all claims, liensand encumbrances of every nature (except the provisions of this Agreement andany conditions concerning the Shares relating to compliance with applicablefederal or state securities laws), and the Company shall acquire full andcomplete title and right to all of such Shares, free and clear of any claims,liens and encumbrances of every nature (again, except for the provisions of thisAgreement and such securities laws). 3 7. LIMITATION OF COMPANY’S LIABILITY FOR NONISSUANCE; UNPERMITTEDTRANSFERS. (A) The Company agrees to use its reasonable best efforts to obtainfrom any applicable regulatory agency such authority or approval as may berequired in order to issue and sell the Shares to Grantee pursuant to thisAgreement. The inability of the Company to obtain, from any such regulatoryagency, authority or approval deemed by the Company’s counsel to be necessaryfor the lawful issuance and sale of the Shares hereunder and under the Planshall relieve the Company of any liability in respect of the nonissuance or saleof such Shares as to which such requisite authority or approval shall not havebeen obtained. (B) The Company shall not be required to: (i) transfer on its booksany Shares of the Company which shall have been sold or transferred in violationof any of the provisions set forth in this Agreement, or (ii) treat as owner ofsuch shares or to accord the right to vote as such owner or to pay dividends toany transferee to whom such shares shall have been so transferred. 8. NOTICES. Any notice, demand or request required or permitted to begiven under this Agreement shall be in writing and shall be deemed given whendelivered personally or three (3) days after being deposited in the UnitedStates mail, as certified or registered mail, with postage prepaid, (or by suchother method as the Administrator may from time to time deem appropriate), andaddressed, if to the Company, at its principal place of business, Attention: theChief Financial Officer, and if to the Grantee, at his or her most recentaddress as shown in the employment or stock records of the Company. 9. BINDING OBLIGATIONS. All covenants and agreements herein contained byor on behalf of any of the parties hereto shall bind and inure to the benefit ofthe parties hereto and their permitted successors and assigns. 10. CAPTIONS AND SECTION HEADINGS. Captions and section headings usedherein are for convenience only, and are not part of this Agreement and shallnot be used in construing it. 11. AMENDMENT. This Agreement may not be amended, waived, discharged, orterminated other than by written agreement of the parties. 12. ENTIRE AGREEMENT. This Agreement and the Plan constitute the entireagreement between the parties with respect to the subject matter hereof andsupersede all prior or contemporaneous written or oral agreements andunderstandings of the parties, either express or implied. 13. ASSIGNMENT. Grantee shall have no right, without the prior writtenconsent of the Company, to (i) sell, assign, mortgage, pledge or otherwisetransfer any interest or right created hereby, or (ii) delegate his or herduties or obligations under this Agreement. This Agreement is made solely forthe benefit of the parties hereto, and no other person, partnership, associationor corporation shall acquire or have any right under or by virtue of thisAgreement. 4 14. SEVERABILITY. Should any provision or portion of this Agreement beheld to be unenforceable or invalid for any reason, the remaining provisions andportions of this Agreement shall be unaffected by such holding. 15. COUNTERPARTS. This Agreement may be executed in one or morecounterparts, all of which taken together shall constitute one agreement and anyparty hereto may execute this Agreement by signing any such counterpart. ThisAgreement shall be binding upon Grantee and the Company at such time as theAgreement, in counterpart or otherwise, is executed by Grantee and the Company. 16. APPLICABLE LAW. This Agreement shall be construed in accordance withthe laws of the State of California without reference to choice of lawprinciples, as to all matters, including, but not limited to, matters ofvalidity, construction, effect or performance. 17. NO AGREEMENT TO EMPLOY. Nothing in this Agreement shall affect anyright with respect to continuance of employment by the Company or any of itssubsidiaries. The right of the Company or any of its subsidiaries to terminateat will the Grantee’s employment at any time (whether by dismissal, discharge orotherwise), with or without cause, is specifically reserved, subject to anyother written employment agreement to which the Company and Grantee may be aparty. 18. “MARKET STAND-OFF” AGREEMENT. Grantee agrees in connection with anyregistration of the Company’s securities that, upon the request of the Companyor the underwriters managing any public offering of the Company’s securities,Grantee will not sell or otherwise dispose of any Shares without the priorwritten consent of the Company or such underwriters, as the case may be, for aperiod of time (not to exceed 180 days) from the effective date of suchregistration as the Company or the underwriters may specify. 19. WITHHOLDING. Grantee agrees to make appropriate arrangements with theCompany (or a Parent or Subsidiary employing or retaining Grantee) for thesatisfaction of all Federal, state, local and foreign income and employmentwithholding tax requirements applicable to the issuance of the Shares ascontemplated by this Agreement. 20. TAX ELECTIONS. Grantee understands that Grantee (and not the Company)shall be responsible for the Grantee’s own tax liability that may arise as aresult of the acquisition of the Shares. Grantee acknowledges that Grantee hasconsidered the advisability of all tax elections in connection with the issuanceof the Shares, including the making of an election under Section 83(b) under theInternal Revenue Code of 1986, as amended (“Code”); Grantee further acknowledgesthat the Company has no responsibility for the making of such Section 83(b)election. In the event Grantee determines to make a Section 83(b) election,Grantee agrees to timely provide a copy of the election to the Company asrequired under the Code. 5 21. ATTORNEYS’ FEES. If any party shall bring an action in law or equityagainst another to enforce or interpret any of the terms, covenants andprovisions of this Agreement, the prevailing party in such action shall beentitled to recover reasonable attorneys’ fees and costs. [Signature Page Follows] 6 IN WITNESS WHEREOF, the parties hereto have executed this Agreement as ofthe date first above written.THE COMPANY: GRANTEE:MTI TECHNOLOGY CORPORATIONBy: ______________________________ ______________________________ SignatureName: ______________________________ ______________________________ Print NameTitle: ______________________________ 7 EXHIBIT A CONSENT AND RATIFICATION OF SPOUSE The undersigned, the spouse of ____________________ a party to theattached Restricted Stock Award Agreement (the “Agreement”), dated as of___________, 20__, hereby consents to the execution of said Agreement by suchparty; and ratifies, approves, confirms and adopts said Agreement, and agrees tobe bound by each and every term and condition thereof as if the undersigned hadbeen a signatory to said Agreement, with respect to the Shares (as defined inthe Agreement) made the subject of said Agreement in which the undersigned hasan interest, including any community property interest therein. I also acknowledge that I have been advised to obtain independent counselto represent my interests with respect to this Agreement but that I havedeclined to do so and I hereby expressly waive my right to such independentcounsel.Date: ___________________________ _______________________________ Signature _______________________________ Print Name EXHIBIT B STOCK ASSIGNMENT SEPARATE FROM CERTIFICATE FOR VALUE RECEIVED, the undersigned, _______________________, herebyassigns and transfers unto MTI Technology Corporation, a Delaware corporation(“MTI”), a total of _____ shares of the Common Stock of MTI, standing in itsname on the books of said Corporation represented by Certificate No. __________,and does hereby irrevocably constitute and appoint _______________ as itsattorney, to transfer said shares on the share register of the within namedCorporation, with full power of substitution.Date: ___________________________ _______________________________ Signature _______________________________ Print Name