X0202 4 2006-10-30 0 0000901696 MTI TECHNOLOGY CORP MTIC 0001318250 WILLIAMS TODD M C/O MTI TECHNOLOGY CORPORATION 17595 CARTWRIGHT ROAD IRVINE CA 92614 0 1 0 0 VP, Corporate Controller Common Stock (restricted shares) 2006-10-30 4 A 0 80000 0.01 A 156859 D Stock Options (granted on 4/30/2004) 3.36 2006-10-30 4 J 0 50000 0.00 D 2014-04-30 Common Stock 50000 0 D Stock Options (granted on 2/10/2005) 2.70 2006-10-30 4 J 0 30000 0.00 D 2015-02-10 Common Stock 30000 0 D On October 30, 2006 MTI?s stockholders approved the cancellation of certain stock options held by the reporting person in exchange for these shares of restricted stock. These shares of restricted stock were issued under the MTI 2001 Stock Incentive Plan. Vesting Commencement Date: October 30, 2006. Vesting Schedule: 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. All unvested shares shall be forfeited upon termination of employment. On October 30, 2006 MTI?s stockholders approved the cancellation of these stock options held by the reporting person in exchange for the shares of restricted stock reported in Table I above. TODD WILLIAMS 2006-11-01