Exhibit 10.1


 


October 11,
2010


 


Mary
Jane Gruninger


23
Cumberland Street


Boston,
MA 02115


 


Dear
Mary Jane:


 


The
purpose of this letter agreement is to confirm our conversation informing you
that your employment is being terminated effective today, October 11,
2010.  This letter further summarizes the
terms of the separation package that MRV Communications, Inc. (“MRV” or
the “Company”) is willing to offer you as a result of your termination of
employment.   Please read this letter
agreement, which includes a general release, carefully.  If you are willing to agree to its terms,
please sign in the space provided below and return it to me so that your
separation benefits can begin.


 


1.             Regardless of whether you
choose to sign this letter agreement, your employment with MRV will terminate
as of October 11, 2010.  You will be
paid through October 11, 2010 and for any unused and accrued vacation time
(if any) as of that date, less lawful deductions.


 


2.             After October 11, 2010,
except as provided below, you will not be entitled to receive any benefits paid
by, or participate in any benefit programs offered by MRV to its employees.
Your coverage under MRV’s health plan will continue through October 31,
2010.   You will receive, under separate
cover, information concerning your right to continue your health insurance
benefits after that date in accordance with COBRA.


 


3.             In consideration for signing
this letter agreement and general release, and in compliance with the promises
made herein, for the return of all company equipment and in the event you do
not revoke your acceptance pursuant to paragraph 10 below,  MRV agrees to provide you with:


 


a.     a lump sum severance pay of
$140,000 less lawful deductions. Twenty-five percent of the payment will be
made with the first payroll cycle after the expiration of the revocation period
set forth in paragraph 9 and the remainder will be paid on or about January 4,
2011.


 


4.             You understand and agree
that you would not receive the monies and/or benefits specified in Paragraph No. 3
above, except for your execution of this letter agreement and general release
and the fulfillment of the promises contained therein.


 


5.             In consideration of the
separation benefit referenced in Paragraph 3, and other valuable consideration,
you agree to and hereby do unconditionally and generally release, and forever
discharge on your own behalf and on behalf of your dependents, heirs,
successors and assigns, the Company, and any affiliated entities and its/their
respective predecessors, successors, partners, heirs, assigns, current and
former employees, stockholders, owners, officers, directors, agents, attorneys,
accountants, trustees, subsidiaries, joint ventures, insurance carriers,
clients and divisions or affiliated corporations, whether previously or
hereinafter affiliated in any manner (jointly referred to herein as “Released Parties”), from any and all
claims, demands, causes of action, obligations, damages, attorneys’ fees, costs
and liabilities of any nature whatsoever, whether or not now known, suspected
or claimed, which you have ever had or now have against the Released Parties,
or any of them, as of the date you execute this letter agreement, by reason of
any act or omission concerning any matter, cause, or thing, including, without
limiting the generality of the foregoing, any act, cause, matter, or thing
stated, claimed, or alleged to arise from your employment with the Company, or
any rights or claims arising under Title VII of the Civil Rights Act of 1964,
the Civil Rights Act of 1991, the Americans with Disabilities Act, the Employee
Retirement Income Security Act, the    
Americans with Disabilities Act, California Labor Code § 970, the Age
Discrimination in Employment Act, the California Fair Employment and Housing
Act  or any similar state statute, etc.
or any claim for wages, severance pay, bonus, sick leave, holiday pay, life
insurance, health insurance and medical insurance, pension benefits or
disability or any claim of discrimination which could have been alleged by you
(all of the foregoing collectively referred to as “Claims”).


 

















 


This letter agreement also is intended to waive all rights and claims
arising under the Age Discrimination in Employment Act of 1967, as amended, 29
U.S.C. § 621 et  seq.


 


6.             It is a further condition of
the consideration herein and is your intention in executing this letter
agreement that the same shall be effective as a bar as to each and every claim,
demand and cause of action hereinabove specified and, in furtherance of this
intention, you hereby expressly waive any and all rights or benefits conferred
by the provisions of SECTION 1542 OF THE CALIFORNIA CIVIL CODE and
expressly consent that this letter agreement shall be given full force and
effect according to each and all of its express terms and conditions, including
those relating to unknown and unsuspected claims, demands and causes of
actions, if any, as well as those relating to any other claims, demands and
causes of actions hereinabove specified. 
SECTION 1542 provides:


 


A general release does not extend to claims which the creditor does not
know or suspect to exist in his or her favor at the time of executing the
release, which if known by him or her must have materially affected his
settlement with the debtor.


 


You
acknowledge that you may hereafter discover claims or facts in addition to or
different from those which you now know or believe to exist with respect to the
subject matter of this letter agreement and which, if known or suspected at the
time of executing this letter agreement, may have materially affected this
settlement.  Nonetheless, you hereby
waive any right, claim or causes of action that might arise as a result of such
different or additional claims or facts. 
You acknowledge that you understand the significance and consequence of
such release and such specific waiver of SECTION 1542.


 


You
agree that this General Release will cover all claims of every nature and kind
whatsoever, which you may have, known or unknown, suspected or unsuspected,
past or present, which you may have against MRV.


 


7.             You agree not to disclose to
anyone, either directly or indirectly, any information whatsoever regarding the
existence or substance of this letter agreement and general release, except
your immediate family, attorneys, financial providers, accountants, and tax
preparation professionals, provided that they agree to keep such information
strictly confidential.  This includes,
but is not limited to, present or former employees of MRV and other members of
the public.  Violation of this paragraph
shall be deemed a material breach of this letter agreement.


 


8.             You hereby acknowledge that
you have returned to the Company all property of the Company in your
possession, custody or control.  You further acknowledge that, since being
notified of the termination of your employment you have not removed,
downloaded, deleted, copied or otherwise altered any company data or other
information contained on a laptop computer issued to you by the Company, if
applicable.  You further hereby acknowledge and reaffirm the validity of
the Assignment of Rights, Confidentiality, and Non-Disclosure Agreement between
you and the Company, the terms and conditions of which are incorporated herein
by reference and remain in full force and effect for the full term stated
herein.  You understand that the Company would not provide you with the
monies and benefits under this letter agreement but for your representations
made in this paragraph regarding the return of Company property, the
preservation of company data, and the reaffirmation of your obligations under
the Assignment of Rights, Confidentiality, and Non-Disclosure Agreement. 
You further understand that a violation by you of this paragraph (such as any
misrepresentation made by you) constitutes a material violation of this letter
agreement entitling the Company to discontinue any severance monies and
benefits provided for in this letter agreement and the return of any monies
paid to you or on your behalf pursuant to this letter agreement.


 


9.             You will be afforded until November 26, 2010, which is forty-five (45) days from
the date of delivery of this letter to you, to consider the meaning and effect
of this letter agreement and general release.  
You are advised to consult with an attorney and you acknowledge that you
have had the opportunity to do


 


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so.  You agree that any modifications, material or
otherwise, do not restart or affect in any manner the original consideration
period for the separation proposal made to you.


 


10.           You may revoke this letter
agreement and general release for a period of seven (7) days following the
day you execute this letter agreement and general release.  Any revocation within this period must be
submitted, in writing, to Donna Lane, VP, Human Resources and state, “I hereby
revoke my acceptance of the letter agreement and general release.” The
revocation must be delivered to MRV Communications, Inc., 20415 Nordhoff
St, Chatsworth, California  91311, within
seven (7) days of execution of this letter agreement and general
release.  This letter agreement and
general release shall not become effective or enforceable until the revocation
period has expired.  If the last day of
the revocation period is a Saturday, Sunday, or legal holiday in California,
then the revocation period shall not expire until the next following day which
is not a Saturday, Sunday, or legal holiday.


 


11.           This letter agreement and
general release, which will be construed under California law, may not be
modified, altered, or changed except upon express written consent of both
parties wherein specific reference is made to this letter agreement and general
release.


 


12.           By signing this letter, you
confirm that you have not filed any claim, charge or action against MRV, and
that you will waive the right to seek or receive any money damages from MRV
based upon any claim you might have arising out of your employment at MRV. You
further affirm that you have been paid and have received all leave (paid or
unpaid), compensation, wages, bonuses, commissions, and/or benefits to which
you may be entitled and that no other leave (paid or unpaid), compensation,
wages, bonuses, commissions and/or benefits are due to you, except as provided
in this letter agreement.  You
furthermore affirm that you have no known workplace injuries or occupational
diseases and have been provided and/or have not been denied any leave requested
under the Family and Medical Leave Act.


 


13.           You agree that from time to
time at the request of the Company, and without further consideration, you
promptly will:  (i) execute and
deliver such additional instruments and take such other actions as the Company
may require to carry out the terms and the intent of this letter agreement; (ii) cooperate
with the Company in connection with preparing for, defending and testifying in
connection with any pending or future litigation or other proceeding or dispute
between the Company (or any of its subsidiaries or affiliate companies) and any
third party; (iii) cooperate with the Company in providing information,
documents, etc., or completing and/or signing any documents, requested by
the Company, which pertain to any matter in which you may have been in any way
involved; and (iv) cooperate with the Company in connection with any audit
involving the Company.  You agree that
the payment made to you in Paragraph 3 constitutes full and appropriate
compensation for any services you may provide to the Company under this
paragraph.


 


14.           This letter agreement, which
includes a general release, represents the complete agreement between you and
the Company, and fully supersedes any prior agreements or understandings
between the parties, other than your Assignment of Rights, Confidentiality, and
Non-Disclosure Agreement referred to in paragraph 8, and if applicable, any
stock option grant agreements governing the terms of exercising your options
upon termination of employment.  You
acknowledge that you have not relied on any representations, promises, or
agreements of any kind made to you in connection with your decision to sign
this letter agreement and general release, except those set forth herein.


 


15.           To the extent that this
letter agreement releases and/or benefits persons or entities not signatory
hereto, this letter agreement hereby is declared to be made for each of their
express benefits and uses.


 


16.           If any federal, state or
local law conflicts with any provision of this letter agreement, the provision(s) so
affected shall continue only to the extent permitted by law.  The remaining provision(s) of this
letter agreement shall continue in full force and effect, provided that if the
general release is found to be invalid, you agree to execute a valid release of
the claims which are the subject of this letter agreement.


 


17.           You agree that any dispute
over the enforcement, breach or interpretation of this letter agreement can be
submitted to confidential, final and binding arbitration before JAMS (formerly
known as Judicial Arbitration and Mediation Services) by either party with the
arbitration to be held in Chatsworth,


 


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California
and shall be conducted under the auspices and then-existing Employment
Arbitration Rules of JAMS.  The
decision of the arbitrator shall be final and binding on both parties, provided
however, that the arbitrator shall not have the authority to alter or amend, or
add to or delete from the provisions of this letter agreement in any way,
except as provided herein.  The burden of
proof on any issue presented to the arbitrator shall be by a preponderance of
the evidence.  All remedies available
under applicable law may be awarded in the arbitration.  YOU AND MRV RECOGNIZE AND AGREE THAT BY
ENTERING INTO THIS LETTER AGREEMENT, YOU AND MRV ARE WAIVING ANY AND ALL RIGHTS
TO A TRIAL BY JURY.


 


The
Company would like to extend its appreciation to you for your past service, and
its sincere hope for success in your future endeavors


 


	
   

  	
  Very
  truly yours,

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Donna Lane

  
	
   

  	
  Vice
  President of Human Resources

  
	
   

  	
  MRV
  Communications, Inc.

  



 


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You have been advised in writing that you have until November 26, 2010, a period of forty-five (45), to
consider this letter agreement and general release and to consult with an
attorney prior to the execution of this letter agreement and general release.


 


                Having elected
to execute this letter agreement and general release, to fulfill the promises
set forth herein, and to receive thereby the sums and benefits set forth in
Paragraph No. 3 above, you freely and knowingly, and after due
consideration, enter into this letter agreement and general release intending
to waive, settle, and release all claims you have or might have against MRV.


 


 


	
  Date:

  	
   

  	
   

  	
   

  
	
   

  	
  Mary
  Jane Gruninger

  



 


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