SEPARATION AGREEMENT AND GENERAL RELEASE

(c)    Employee shall not during the Inactive Leave Period and for two years thereafter, directly or indirectly, orally or in writing, publicly or privately, disparage Mistras, any of its products, services or practices, or any of its directors, officers, employees, agents, representatives or Affiliates, either orally or in writing. Neither Mistras, its Affiliates nor any of their directors or officers shall during the Inactive Leave Period and for two years thereafter, directly or indirectly, orally or in writing, publicly or privately, disparage Employee, either orally or in writing to any person who is not an officer or director of Mistras or its Affiliates.

9.Inventions. Employee acknowledges that while employed by Mistras or any of its Affiliate, Employee may have made “Inventions” of value to Mistras and its Affiliates. The term “Inventions” means all inventions, ideas, designs, logos, trademarks, trade names, service marks and works of authorship, and any or all forms of intellectual property, regardless of (i) whether or not patentable or copyrightable or subject to analogous protection (such as under trademark laws), (ii) the form or state of development, (iii) whether or not Employee made the Inventions alone or with others, (iv) whether the Inventions were conceived or made by Employee, alone or with others, while employed by Mistras or any of its Affiliates, and (v) whether the Inventions were conceived or made during regular working hours or the location where they were conceived or made.

Employee agrees that:

(i)        Employee has or will promptly disclose any such Inventions promptly to Mistras and will not disclose them to anyone other than authorized Mistras personnel;

(ii)    The Inventions will belong solely to Mistras or its Affiliate from conception as “works made for hire” (as that term is used under U.S. copyright law) or

otherwise. To the extent that title to any such Inventions does not, by operation of law, vest in Mistras or its Affiliate, Employee hereby irrevocably assigns to Mistras or its Affiliate thereof all right, title and interest, including, without limitation, tangible and intangible rights such as patent rights, trademarks, trade names, service marks and copyrights, that Employee may have acquired in and to all such Inventions, and all benefits and/or rights resulting therefrom, and agrees to promptly execute any further specific assignments related to such Inventions, benefits and/or rights at the request of Mistras.

(iii)    Employee will, upon reasonable request, assist Mistras and any of its Affiliate in obtaining and maintaining patent, copyright, trademark and other appropriate protection for them in all countries, at Mistras’ or such Affiliate’s expense. If Mistras or any of its Affiliate is unable to secure Employee’s signature after reasonable effort in connection with any patent, trademark, copyright, or other similar protection relating to an Invention, Employee hereby irrevocably designates and appoints Mistras and its duly authorized officers and agents as his agent and attorney-in-fact, to act for and on his behalf and stead to execute and file any such application and to do all other lawfully permitted acts to further the prosecution and issuance of patents, trademarks, copyrights, mask works or other similar protection thereon with the same legal force and effect as if executed by Employee.

18.Invalid Agreement Provisions. Should any provision of this Agreement become or be held to be legally unenforceable, the court or arbitrator making such determination shall modify such provision so as to make the provision enforceable to the fullest extent permitted by law and, if such provision cannot be modified to be enforceable, such provision shall immediately become null and void, leaving the remainder of this Agreement in full force and effect and this Agreement shall be construed as if the Agreement had never included the unenforceable provision. The language of all parts of this Agreement shall in all cases be construed as a whole, according to its fair meaning, and not strictly for or against any of the parties. In no event shall any reformation be made or the Agreement remain in full force and effect if the releases set forth in Section 5 are considered unenforceable or invalid in any material respect.

19.Arbitration; Injunctive Relief. (a) Except as specifically excepted below, in the event of any controversy or dispute concerning Employee’s employment with Mistras, Employee’s separation therefrom, any future disputes concerning this Agreement or any alleged breach thereof, or any future dispute of any kind whatsoever between Employee and Mistras or

any other Released Party at any time in the future, Mistras and Employee agree that all such matters shall be resolved by binding arbitration before the American Arbitration Association (“AAA”), with the prevailing party to recover costs and reasonable attorneys’ fees. Those claims excluded from this arbitration provision are limited to: (1) claims for unemployment benefits; (2) claims for workers’ compensation benefits; and (3) any claim for injunctive relief to enforce the provisions of this Agreement concerning the covenants in Section 7, Confidential Information in Section 8 and Inventions in Section 9 (the “Excluded Claims”). Each party to this Agreement shall be entitled to commence the arbitration within 120 days of the event giving rise to the dispute or, if a longer period is required by law, within the shortest period permissible. Any dispute for which arbitration is not commenced within 120 days or the shortest period permissible under the law shall be forever waived. After appropriate notice to the other party, the AAA shall proceed to hear the matter even if any party so notified of the proceeding should refuse to participate; the AAA shall render its award in accordance with the evidence even in the absence of such party. If for any reason the AAA is unavailable to hear any matter subject to arbitration hereunder, the parties will arbitrate their matter under the auspices of the Judicial Arbitration and Mediation Service (“JAMS”). In the alternative, instead of arbitrating before AAA or JAMS, the parties may agree to arbitrate before another group, if they can mutually agree upon another group. The parties shall have the right to engage in the limited discovery required by law as determined by the neutral arbitrator. The neutral arbitrator shall be authorized to award the full range of relief available in a civil action. The arbitrator will also be required to issue a written decision setting forth essential findings and conclusions. The arbitration charges will be shared equally by the parties up to an amount equal to the cost of a first appearance for a plaintiff filing a matter in state court; thereafter, any reasonable arbitration charge in excess of that cost shall be advanced by Mistras. The venue of any arbitration proceeding instituted pursuant to this paragraph shall be New Jersey, unless otherwise agreed by the parties at the time. THE PARTIES CONSENT THAT ANY AND ALL DISPUTES EXCEPT FOR THE EXCLUDED CLAIMS SHALL BE SUBMITTED TO ARBITRATION AND HEREBY KNOWINGLY AND VOLUNTARILY WAIVE ALL RIGHTS TO A JUDICIAL DETERMINATION OF THESE MATTERS, INCLUDING THE RIGHT TO A TRIAL BY JURY.

        (b)    Employee agrees that in the event of any breach or threatened breach by Employee of Sections 7, 8 or 9 this Agreement, Mistras party may seek injunctive and/or other preliminary or equitable relief, in addition to any other remedies available at law.