SEPARATION AGREEMENT AND RELEASE

Exhibit 10.2

SEPARATION AGREEMENT AND RELEASE

     This Separation Agreement and Release (this "Agreement") is made by and between Michael A. Russak ("Executive") and Komag, Incorporated (the "Company") (together referred to as the "Parties").

RECITALS

     WHEREAS, Executive is employed by the Company;

     WHEREAS, the Company and Executive entered into a an HMT Technology Corporation Employee Innovation, Trade Secret and Confidential Information Agreement (the "Confidentiality Agreement");

     WHEREAS, the Company and Executive entered into an Executive Employment Agreement, dated August 2, 2005;

     WHEREAS, the Company and Executive entered into an Indemnification Agreement, dated June 30, 2002 (the "Indemnification Agreement");

     WHEREAS, the Company and Executive entered into Stock Option Agreements dated March 17, 2003, July 25, 2003 and March 15, 2004, subject to the terms and conditions of the Company’s Amended and Restated 2002 Qualified Stock Plan (the "Stock Plan") and the respective Stock Option Agreements (the "Option Agreements");

     WHEREAS, the Company and Employee entered into Restricted Stock Purchase Agreements, dated October 7, 2002, February 16, 2005 and February 15, 2006, pursuant to which Executive purchased shares of the Company’s common stock, subject to the terms and conditions of the Stock Plan and the Restricted Stock Purchase Agreements (the "Restricted Stock Agreements," and together with the Option Agreements, the "Stock Agreements"), and further subject to a right of repurchase in favor of the Company as set forth in the respective Restricted Stock Agreements (the "Repurchase Option");

     WHEREAS, Executive’s employment with the Company will terminate on October 3, 2006 (the "Termination Date"); and

     WHEREAS, Executive and the Company mutually desire that Executive continue to provide his services as an independent consultant following the Termination Date and concurrent with the execution of this Agreement, Executive and the Company are entering into a Consulting Agreement (the "Consulting Agreement"); and

     WHEREAS, the Parties, and each of them, wish to resolve any and all disputes, claims, complaints, grievances, charges, actions, petitions and demands that the Executive may have against the Company as defined herein, arising or in any way related to Executive’s employment with, or separation from, the Company.

     NOW THEREFORE, in consideration of the promises made herein, the Parties hereby agree as follows:

COVENANTS

     1.  Consideration .

          (a) Cash.

               (i) The Company agrees to pay Executive the aggregated sum of Four Hundred One Thousand Seven Hundred Dollars ($401,700.00), less applicable withholdings, on the following payment schedule:

     The period from the Termination Date through March 15, 2007 shall be referred to herein as the "Payment Period." Following the Termination Date, Executive will not be entitled to accrual of any employee benefits, including, but not limited to, vacation benefits or bonuses.

               (ii) The Company agrees to pay Executive a single lump sum cash payment of $70,650 in full satisfaction of all obligations and amounts owed by the Company to Executive under the Company’s Target Incentive Plan ("the "TIP"), with such payment being made on or promptly following the date the Company makes payments for fiscal year 2006 under the TIP to its executive officers and no earlier than January 1, 2007 and no later than March 15, 2007 (the "TIP Payment Date"); provided however, that the Company shall only be obligated to make the payments to Executive contemplated by this Section 1(b)(ii) to the extent Executive is in compliance in all respects (as determined by the Company in its sole judgment) with the terms and conditions of this Agreement on the TIP Payment Date, including but not limited to Executive’s obligations under Sections 9, 10, 11 and 12.

               (b)  Stock . The Parties agree that for purposes of determining the number of shares of the Company’s common stock which Executive is entitled to purchase from the Company pursuant to the exercise of outstanding options, the Executive will be considered to have vested up to the Termination Date and will be granted twelve (12) months of additional accelerated vesting. Executive acknowledges that as of the Termination Date, after giving effect to the aforementioned acceleration of twelve (12) months of vesting, he will be vested in 10,888 options and no more. The post-termination exercise period and other terms and conditions of Executive’s stock options will continue to be governed by the terms of those stock options; provided, however, that the Parties agree that Executive’s stock options shall cease vesting in their entirety and shall terminate to the extent unvested as of the Termination Date and after

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giving effect to the twelve-month vesting acceleration specified in the previous sentence, notwithstanding Executive’s continued performance of services to the Company pursuant to the Consulting Agreement. The Parties further agree that for purposes of determining the number of shares of the Company’s common stock which have been released from the Repurchase Option under the Restricted Stock Agreements (the "Released Shares") the Repurchase Option shall cease lapsing as of the Termination Date and will lapse as to an additional twelve (12) months worth of shares. After giving effect to the aforementioned lapsing of the Repurchase Right, Employee shall hold 10,001 shares under the Restricted Stock Agreements which are not subject to the Repurchase Option and the Repurchase Option shall continue to exist with respect to the remaining 15,332 shares that were purchased by Executive under the Restricted Stock Agreements. All shares, including those no longer subject to the Repurchase Option, shall continue to be subject to all other terms of the Restricted Stock Agreements; provided, however, that the Parties agree that Executive’s Restricted Stock Agreements shall cease vesting in their entirety and shall terminate to the extent unvested as of the Termination Date and after giving effect to the twelve-month vesting acceleration specified above, notwithstanding Executive’s continued performance of services to the Company pursuant to the Consulting Agreement.

               (c)  Benefits . Executive’s health insurance benefits will cease at the end of October 2006, subject to Executive’s right to continue his health insurance under COBRA. Should Executive so elect, the Company shall reimburse Executive for a maximum of twelve (12) months of COBRA premium payments to provide coverage for Executive, his spouse and any eligible dependents; provided that the following apply : (1) Executive timely elects to pay for COBRA coverage and timely submits documentation to the Company substantiating his payments for COBRA coverage; and (2) the Company’s obligation to reimburse Executive for COBRA payments will cease, and the Company will have no further obligations with respect to the payments for continuation coverage to Executive, as of the earlier of (i) Executive becoming eligible for comparable coverage (for example, through obtaining alternative employment) or (ii) the cessation of Executive’s COBRA eligibility. Executive’s participation in all other benefits and incidents of employment ceased on the Termination Date. Executive ceased accruing employee benefits, including, but not limited to, vacation time and paid time off, as of the Termination Date.

     2.  Confidential Information . Executive shall continue to maintain the confidentiality of all confidential and proprietary information of the Company and shall comply with the terms and conditions of the Confidentiality Agreement. Executive shall return all of the Company’s property and confidential and proprietary information in his possession to the Company on or prior to the Effective Date of this Agreement. The Company’s obligation to make the severance payments, provide benefits and vest options under this Agreement is expressly conditioned on Executive’s ongoing compliance with this paragraph 2. In the event Executive materially breaches the terms of this paragraph 2, in addition to any other damages to which the Company may be entitled, the Company shall be entitled to terminate its obligations hereunder and to recover from Executive any payments already made to Executive hereunder. Executive will not, during or subsequent to the term of this Agreement, (i) use the Company’s confidential and proprietary information ("Confidential Information") for any purpose whatsoever, or (ii) disclose the Confidential Information to any third party, unless as to either case, the Company authorizes such disclosure in writing or the information becomes publicly available through no fault of Executive. Executive agrees that all Confidential Information will remain the sole property of

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the Company. Executive also agrees to take all reasonable precautions to prevent any unauthorized disclosure of such Confidential Information.

     3.  Payment of Salary . Executive acknowledges and represents that the Company has paid all salary, wages, bonuses, accrued vacation (after giving effect to the Company’s payout to Executive of his accrued but unused vacation balance), commissions and any and all other benefits due to Executive once the above noted payments and benefits are received.

     4.  Release of Claims . Executive agrees that the foregoing consideration represents settlement in full of all outstanding obligations owed to Executive by the Company and its current and former officers, directors, employees, agents, investors, attorneys, shareholders, administrators, affiliates, divisions, subsidiaries, predecessor and successor corporations and assigns (the "Releasees"). Executive, on his own behalf, and on behalf of his respective heirs, family members, executors, agents, and assigns, hereby and forever releases the Releasees from, and agrees not to sue concerning, or in any manner to institute, prosecute or pursue, any claim, complaint, charge, duty, obligation or cause of action relating to any matters of any kind, whether presently known or unknown, suspected or unsuspected, that Executive may possess against any of the Releasees arising from any omissions, acts or facts that have occurred up until and including the Effective Date of this Agreement including, without limitation,

          a. any and all claims relating to or arising from Executive’s employment relationship with the Company and the termination of that relationship;

          b. any and all clai