MRV Communications, Inc. Exhibit 4.1





Exhibit 4.1


2001 MRV Communications, Inc. Stock Option Plan

for Employees of Appointech, Inc.


1. Purpose. The purpose of the 2001 MRV Communications, Inc. Stock Option
Plan (the “Plan”) for employees of Appointech, Inc. (“Appointech”) is to
induce key employees of Appointech, a majority owned subsidiary of MRV
Communications, Inc. (the “Company”), to remain in the employ of the Company
or of any subsidiary of the Company, to encourage such employees to secure or
increase on reasonable terms their stock ownership in the Company and to
replace options such employees had or may have had with Appointech prior to its
acquisition by the Company. The board of directors of the Company believes the
Plan will promote continuity of management and increased incentive and personal
interest in the welfare of the Company by those who are primarily responsible
for shaping and carrying out the long-range plans of Appointech and securing
its continued growth and financial success.


     2. Effective Date of the Plan. The Plan shall become effective on January
19, 2001, the closing date of the acquisition of Appointech by the Company.


     3. Stock Subject to Plan. The maximum number of common shares that may be
issued pursuant to the exercise of options granted under the Plan (“Options”)
is four hundred eighty five thousand five hundred and thirty two (485,532)
subject to the adjustments provided in paragraph 13 below. Four hundred
eighty five thousand five hundred thirty two (485,532) of the authorized but
unissued common shares of the Company will be reserved for issue upon exercise
of Options subject to the adjustments provided in paragraph 13 below; provided,
however, that the number of such authorized but unissued shares so reserved may
from time to time be reduced to the extent that a corresponding amount of
issued and outstanding shares have been purchased by the Company and set aside
for issue upon the exercise of Options. If any Options shall expire or
terminate for any reason without having been exercised in full, the unpurchased
shares subject thereto shall again be available for further grants under the
Plan.


     4. Administration. The Plan shall be administered by the Board of
Directors (the “Board”) or the Compensation Committee of the Board (the
“Compensation Committee”) of the Company. The Board or Compensation Committee
shall have the sole authority, in its absolute discretion, to determine which
of the eligible persons of Appointech shall receive Options (“Optionees”), and,
subject to the express provisions and restrictions of this Plan, shall have
sole authority, in its absolute discretion, to determine the time when Options
shall be granted, the terms and conditions of an Option other than those terms
and conditions fixed under this Plan, the number of shares which may be issued
upon exercise of an Option and the means of payment for such shares, and shall
have authority to do everything necessary or appropriate to administer the
Plan. All decisions, determinations and interpretations of the Board or
Compensation Committee shall be final and binding on all Optionees.


     5. Eligibility. The Board or Compensation Committee, may, in its
discretion, grant one or more Options under the Plan to any employee of
Appointech who is not an officer of the Company or member of the Board or any
person who is not an officer of the Company or member of the Board and who
performs consulting or other services for Appointech, the Company or its
affiliated companies and who is designated by the Board as eligible to
participate in the Plan. Such Options may be granted to one or more such
persons without being granted to other eligible persons, as the Board or
Compensation Committee may deem fit. Notwithstanding the provisions of this
Section, the Board or Compensation Committee may, in its discretion, grant one
or more Options under the Plan to any person not previously employed by
Appointech as an inducement essential to the individual’s entering into an
employment contract with Appointech. As used in this Plan, “officer of the
Company” means the chief executive officer, president, chief financial officer,
chief accounting officer, any vice president in charge of a principal business
function (such as sales, administration, or finance) and any other person who
performs similar policy-making functions for the Company.


     6. Option Price. The option price will be determined by the Board or
Compensation Committee at the time the option is granted and may be granted at
less than the fair market value of the common shares on the date of grant as
shall reasonably be determined by the Board or Compensation Committee.











     7. Date of Option Grant. An option shall be considered granted on the
date the Board or Compensation Committee acts to grant the option, or such date
thereafter as the Board or Compensation Committee shall specify.


     8. Term of Plan. The board of directors, without approval of the
shareholders may terminate the Plan at any time, but no termination shall,
without the participant’s consent, alter or impair any of the rights under any
option theretofore granted to him under the Plan.


     9. Term of Options. The term of each option granted under the Plan will
be for such period (hereinafter referred to as the “option period”) not
exceeding five (5) years as the Board or Compensation Committee shall
determine. Each option shall be subject to earlier termination as described
under “exercise of options.”


     10. Exercise of Options. Each option granted under the Plan will be
exercisable on such date or dates and during such period and for such number of
shares as shall be determined pursuant to the provisions of the option
agreement evidencing such option. Subject to the express provisions of the
Plan, the Board or Compensation Committee shall have complete authority, in its
discretion, to determine the extent, if any, and the conditions under which an
option may be exercised in the event of the death of the participant or in the
event the participant leaves the employ of the Company or has his or her
employment terminated by the Company. An option may be exercised, by (a)
written notice of intent to exercise the option with respect to a specified
number of shares of stock, and (b) payment to the Company of the amount of the
option purchase price for the number of shares of stock with respect to which
the option is then exercised.


     11. Nontransferability. Options under the Plan are not transferable
otherwise than by will or the laws of descent or distribution, and may be
exercised during the lifetime of a participant only by such participant.


     12. Agreements. Options granted pursuant to the Plan shall be evidenced
by stock option agreements in such form as the Board or Compensation Committee
shall from time to time adopt.


     13. Sale or Reorganization of Company. Upon the consummation of a
transaction: (i) that by its terms offers to all or substantially all of the
stockholders of the Company an opportunity to receive cash or securities
(whether debt, equity or other and whether issued by the Company or a third
party) in exchange for all or a portion of their shares of common stock of the
Company, provided, however, a sale of the Company shall not be considered to
have occurred as a result of the pro rata distribution by the Company to its
stockholders of capital stock of any of its subsidiaries; (ii) in which the
stockholders of the Company approve a plan of complete dissolution or
liquidation of the Company; or (iii) that involves the sale of all or
substantially all of the Company’s property or a sale of more than eighty
percent (80%) of the then outstanding stock of the Company to another
corporation (each transaction a “Sale”), the Board may, without limitation and
in its sole and absolute discretion, do any, or any combination, of the
following:


               a. declare that the time period relating to the exercise of any Stock
Option shall accelerate and become exercisable;



               b. declare that the value of all or some of the outstanding Options shall,
to the extent determined by the Board at or after grant, be cashed out by a
payment of cash or other property, as the Board may determine, on the basis of
the “Sale Price” (as defined in below) as of the date the Sale occurs or such
other date as the Board may determine prior to the Sale;



               c. permit a successor corporation, if applicable, pursuant to a written
agreement signed by the parties, to substitute equivalent Options or provide
substantially similar consideration to Optionees as was or will be provided to
stockholders of the Company after making any appropriate adjustment as such
parties deem necessary or appropriate for restrictions attaching to such
Options, including, but not limited to, vesting and exercise price; or



               d. declare that any unexercised Options issued hereunder (or any
unexercised portion











thereof) shall terminate and cease to be effective.



          For purposes of this Section 13, “Sale Price” means the higher of (i) the
highest price per share paid in any transaction related to a Sale of the
Company or (ii) the highest price per share paid in any transaction reported on
the exchange or national market system on which the Common Stock is listed, at
any time during the preceding sixty (60) day period as determined by the Board.



          An Optionee’s individual stock option agreement may, but is not required
to, provide what occurs upon a Sale. To the extent an Optionee’s individual
stock option agreement determines what occurs upon a Sale, the terms of such
stock option agreement shall be dispositive in the event of a Sale; provided
that if the terms of such Optionee’s individual stock option agreement,
together with the terms of any other stock option agreement granted hereunder,
pertaining to what occurs upon a Sale would materially impair an acquiror’s
ability to use the “pooling of interests” accounting method to account for the
acquisition, as described in the immediately preceding paragraph, then the
Board shall have, in its sole and absolute discretion, the right to modify (to
the least extent possible and still permit the acquiror to use “pooling of
interests”) the terms of the stock option agreement, solely with respect to
those terms pertaining to what occurs upon a Sale.



          Notwithstanding the foregoing, in the event that any such agreement shall
be terminated without consummating the disposition of said stock or assets:



          (i) any unexercised non-vested installments that had become exercisable
solely by reason of the provision of Section 13 shall again become non-vested
and unexercisable as of said termination of such agreement, and



          (ii) the exercise of any option that had become exercisable solely by
reason of this Section 8(b) shall be deemed ineffective and such installments
shall again become non-vested and unexercisable as of said agreement of such
agreement



     14. Adjustment of Number of Shares. In the event that a dividend shall be
declared upon the common shares of the Company payable in common shares of the
Company the number of common shares then subject to any such option and the
number of shares reserved for issuance pursuant to the Plan but not yet covered
by an option, shall be adjusted by adding to each such share the number of
shares which would be distributable thereon if such share had been outstanding
on the date fixed for determining the shareholders entitled to receive such
stock dividend. In the event that the outstanding common shares of the Company
shall be changed into or exchanged for a different number or kind of shares of
stock or other securities of the Company or of another corporation, whether
through reorganization, recapitalization, stock split-up, combination of
shares, merger or consolidation, then there shall be substituted for each
common share reserved for issuance pursuant to the Plan, the number and kind of
shares of stock or other securities into which each outstanding common share
shall be so changed or for which each such share shall be exchanged. In the
event there shall be any change, other than as specified above in this
paragraph in the number or kind of outstanding common shares of the Company or
of any stock or other securities into which such common shares shall have been
changed or for which it shall have been exchanged, then if the Board or
Compensation Committee shall in sole discretion determine that such change
equitably requires an adjustment in the number or kind of shares theretofore
reserved for issuance pursuant to the Plan, but not yet covered by an option
and of the shares then subject to an option or options, such adjustment may be
made by the Board or Compensation Committee and shall be effective and binding
for all purposes of the Plan and of each stock option agreement. The option
price in each stock option agreement for each share of stock or other
securities substituted or adjusted as provided for in this paragraph shall be
determined by dividing the option price in such agreement for each share prior
to such substitution or adjustment by the number of shares or the fraction of a
share substituted for such share or to which such share shall have been
adjusted. No adjustment or substitution provided for in this paragraph shall
require the Company in any stock option agreement to sell a fractional share,
and the total substitution or adjustment with respect to each stock option
agreement shall be limited accordingly.


     15. Amendments. The board of directors, without approval of the
shareholders, may from time to time amend the Plan in such respects as the
board may deem advisable. No amendment shall, without the participant’s











consent, alter or impair any of the rights or obligations under any option
theretofore granted to him under the Plan.


     IN WITNESS WHEREOF, the Board of Directors of the Company has adopted this
Plan as of the 19th day of January, 2001.

	 	 	 
	 	MRV COMMUNICATIONS, INC.
	 
 
	 	By: 	 
	 	

	 	
Noam Lotan
	 	
Its:	
President and Chief Executive Officer