Termination of Employment and Severance Payment. In consideration of the covenants and promises in this Agreement, and for the good and valuable consideration, the sufficiency of which are hereby acknowledged, the Parties agree as follows: a. Within a reasonable period after the Effective Date of the Agreement, and subject to the condition that seven days have passed and C▇▇▇▇▇ has not revoked this Agreement pursuant to Paragraph 3(b), MTI shall pay C▇▇▇▇▇ the total gross amount of $120,000.00 minus all applicable taxes, social security, and other government required deductions (the “Severance Payment”). The Severance Payment shall be paid in 5 equal payments in the gross amount of $24,000.00, beginning on MTI’s first scheduled payroll date following January 1, 2006 and concluding with the payment on March 3, 2006. Notwithstanding any provision herein to the contrary, in no event will the Severance Payment be paid to C▇▇▇▇▇ later than two and one-half (21/2) months following January 1, 2006. b. MTI will continue the Executive Medical Reimbursement Plan provided to C▇▇▇▇▇ through November 30, 2005. Thereafter, C▇▇▇▇▇ 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 six month period beginning on December 1, 2005, MTI will pay the monthly premium for any COBRA continuation coverage that C▇▇▇▇▇ elects to obtain. In no event shall MTI be liable for, or be required to pay premiums for any COBRA continuation coverage C▇▇▇▇▇ may elect or be eligible to obtain thereafter. Beginning June 1, 2006, C▇▇▇▇▇ shall be solely responsible for paying any and all premiums necessary to continue such COBRA benefits. c. The Parties agree that the options granted to C▇▇▇▇▇ pursuant to the MTI Technology Corporation 2001 Stock Incentive Plan, as amended (the “Stock Incentive Plan”), shall have vested as of November 25, 2005, as to 45,833 shares of Common Stock and will be exercisable until February 25, 2006. The options shall not continue to vest and shall terminate on February 25, 2006. d. ▇▇▇▇▇▇ agrees that from the Termination Date to and including November 25, 2005, he will be available to consult with MTI as needed by MTI (the “Consulting Period) in accordance with the Consulting Agreement attached to this Agreement as Exhibit “A.” C▇▇▇▇▇ further agrees, covenants and represents that during the Consulting 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 C▇▇▇▇▇ harmless to the extent required by law for all that C▇▇▇▇▇ necessarily expends or loses in direct consequence of the discharge of his duties under this paragraph. e. ▇▇▇▇▇▇ and MTI agree, covenant and represent that C▇▇▇▇▇ shall not be eligible for, or entitled to, any benefits of employment other than those specifically identified in this Agreement.
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Termination of Employment and Severance Payment. In consideration of the covenants and promises in this Agreement, and for the good and valuable consideration, the sufficiency of which are hereby acknowledged, the Parties agree as follows:
a. Within a reasonable period after the Effective Date of the Agreement, and subject to the condition that seven days have passed and C▇▇▇▇▇ Ruskin has not revoked this Agreement pursuant to Paragraph 3(b), MTI shall pay C▇▇▇▇▇ Ruskin’s in the total gross amount of $120,000.00 154,500.00 (six months base salary, six months draw, and six months auto allowance) minus all applicable taxes, social security, and other government required deductions (the “Severance Payment”). The Severance Payment shall be paid in 5 eleven equal payments in the gross amount of $24,000.0014,045.46, beginning on MTI’s first scheduled payroll date following January October 1, 2006 and concluding with the payment on March 32, 20062007. Notwithstanding any provision herein to the contrary, in no event will the Severance Payment be paid to C▇▇▇▇▇ Ruskin later than two and one-half (21/2) months following January 1, 20062007.
b. MTI will continue the Executive Medical Reimbursement Plan provided to C▇▇▇▇▇ through November 30, 2005. Thereafter, C▇▇▇▇▇ 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 six month period beginning on December October 1, 20052006, MTI will pay the monthly premium for any COBRA continuation coverage that C▇▇▇▇▇ Ruskin elects to obtain. In no event shall MTI be liable for, or be required to pay premiums for any COBRA continuation coverage C▇▇▇▇▇ Ruskin may elect or be eligible to obtain thereafter. Beginning June April 1, 20062007, C▇▇▇▇▇ Ruskin shall be solely responsible for paying any and all premiums and administrative fees necessary to continue such COBRA benefits.
c. The Parties Subject to the approval of the Compensation Committee of MTI’s Board of Directors, the parties agree that 50,000 shares of the options granted 250,000 unvested shares of Restricted Stock awarded to C▇▇▇▇▇ pursuant to Ruskin on June 21, 2006, under the MTI Technology Corporation Company’s 2001 Stock Incentive Plan, as amended (the “Stock Incentive 2001 Plan”), shall have vest and released on June 21, 2007 and the remaining 200,000 unvested shares shall be forfeited, cancelled and become null and void on the Termination Date. All vested as of November 25, 2005, as Stock Options granted to 45,833 shares of Common Stock and will be Ruskin under the 2001 Plan are fully exercisable until February 25, 2006. The options the date 90 days after the Termination Date and all unvested Stock Options shall not continue to vest and shall terminate be cancelled on February 25, 2006the date of Termination.
d. ▇▇▇▇▇▇ agrees that from the Termination Date to and including November 25June 30, 20052007, he will be available to consult with MTI as needed by MTI (the “Consulting Period) in accordance with the Consulting Agreement attached to this Agreement as Exhibit “A.” C▇▇▇▇▇ Ruskin further agrees, covenants and represents that during the Consulting 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 C▇▇▇▇▇ Ruskin harmless to the extent required by law for all that C▇▇▇▇▇ Ruskin necessarily expends or loses in direct consequence of the discharge of his duties under this paragraph.
e. ▇▇▇▇▇▇ and MTI agree, covenant and represent that C▇▇▇▇▇ Ruskin shall not be eligible for, or entitled to, any benefits of employment other than those specifically identified in this Agreement.
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