**Exhibit 10.15****SETTLEMENT AGREEMENT AND WAIVER OF RIGHTS**     I, Shay Gonen, hereby enter into this Settlement Agreement (**“Agreement”**) as of this 9thday of January 2006, with MRV Communications, Inc. (“the **Employer**”) (collectively referred toherein as the “**Parties**”).     **1. ****Termination of Employment****.**My employment with the Employer will terminateeffective February 1, 2006 (“Separation”). From now until that date, I will not berequired to report to work or perform services and will not be paid salary or accrue anybonus. Instead, I will utilize my accrued vacation until it is depleted.     2. **Separation Payment**          2.1 Following my signature of this Agreement, I have agreed to accept a payment equivalent toTen Thousand dollars ($10,000.00) (the “**SeparationPayment**”), paid on or before February 1, 2006.The payment will be subject to the appropriate state and federal withholdings. Any bonus to which Iam entitled for 2005 is included in the Separation Payment.          2.2 The Employer will continue to provide health insurance benefits to me through my Separation.          2.3 The Employer will grant me 10,000 in stock options on or about January 31, 2006. Such stockoptions will vest immediately and be exercisable upon grant through December 31, 2006, pursuant tothe terms of Employer’s stock option plan.          2.4 I will be able to exercise all stock options which vested on or before December 31, 2005, fromnow until December 31, 2006, pursuant to the terms of Employer’s stock option plan.          2.5 I understand that, upon my signature and Employer’s, this Agreement will govern the terms of mySeparation and supercede all prior written and oral agreements pertaining to my employment.          2.6 I understand that the Employer is providing the Separation Payment and vested stock options asa special benefit to me in return for this Agreement. I understand and acknowledge that thisconsideration is over and above what I am otherwise entitled to receive from the Employer as wages.     3. **Release of Claims****.**In consideration of the Separation Payment referenced in Paragraph 2,and other valuable consideration the receipt and sufficiency of which and hereby acknowledged, Iagree to and hereby do generally release, on my own behalf and on behalf of my dependents, heirs,successors and assigns, the Employer and its affiliated companies and partnerships and each oftheir present or former affiliates, subsidiaries,officers and directors, members, owners, shareholders, partners, employees, agents, attorneys,accountants and representatives, clients and client affiliated entities and each of their presentor former officers and directors, and their respective successors and assigns (collectively, the**“Released Parties”**),
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from anyand all claims, actions, suits, demands, causes of action, charges, obligations, damages,breaches, attorneys’ fees, costs and liabilities of any naturewhatsoever (collectively “**claims**”),whether or not now known, suspected or claimed, which I now hold or have at any time heretoforeowned or held against the Released Parties including, but not limited to, claims (a)arising out of my employment with the Employer or Separation from employment, (b) that the ReleasedParties or any of them discriminated against me on the basis of my race, sex, religion, nationalorigin, ancestry, sexual orientation, mental or physical disability, pregnancy, marital status, orage, (c) that I was defamed, libeled or slandered, (d) arising under the Employee Retirement IncomeSecurity Act, COBRA, Cal-COBRA, Title VII of the Civil Rights Act of1964, the Americans withDisabilities Act, the Age Discrimination in Employment Act, the Worker Adjustment and RetrainingNotification Act, the California Fair Housing and Employment Act, including the Moore-Brown-RobertiFamily Rights Act, the Family Medical Leave Act, and/or (e) any claim for employmentdiscrimination, breach of contract, invasion of privacy, interference with contract, businessrelationships, or prospective economic advantage, emotional distress, wrongful termination,severance pay, unpaid wages, deferred compensation, stock options, bonus, or any other fringebenefits or commissions.     4. **Waiver of Unknown Claims**. It is a further condition of the consideration herein and ismy intention in executing this Agreement that the same shall be effective as a bar as to each andevery claim, demand and cause of action hereinabove specified and, in furtherance of thisintention, I hereby expressly waive any and all rights or benefits conferred by the provisions ofSECTION 1542 OF THE CALIFORNIA CIVIL CODE and expressly consent that this Agreement shall be givenfull force and effect according to each and all of its express terms and conditions, includingthose relating to unknown and unsuspected claims, demands and causes of actions, if any, as well asthose relating to any other claims, demands and causes of actions hereinabove specified. SECTION1542 provides:**A general releasedoes not extend to claims which the creditor does not know or suspectto exist in his favor at the time of executing the release, which if known by him must have materiallyaffected his settlement with the debtor.**     I acknowledge that I may hereafter discover claims or facts in addition to or different from thosewhich I now know or believe to exist with respect to the subject matter of this Agreement andwhich, if known or suspected at the time of executing this Agreement, may have materially affectedthis settlement. Nonetheless, I hereby waive any right, claim or causes of action that might ariseas a result of such different or additional claims or facts. I acknowledge that I understand thesignificance and consequence of such release and such specific waiver of SECTION 1542. I herebyagree and covenant not to commence, file, litigate or pursue any claims intended to be releasedherein against the Released Parties.
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     5. **Release under OWPBA**: I understand and agree that, by entering into this Agreement: (i)I am waiving any rights or claims I might have under the Age Discrimination in Employment Act, asamended by the Older workers Benefit Protection Act; (ii) I have received consideration beyond thatto which I was previously entitled; (iii) I have been advised to consult with an attorney beforesigning this Agreement; and (iv) I have been offered the opportunity to evaluate the terms of thisAgreement for not less than twenty-one days prior to my execution of this Agreement (“EvaluationPeriod”). I understand that I may waive the Evaluation Period and elect an earlier Effective Date.The “Effective Date” of this Agreement shall be the eighth day after I execute the Agreement andthe Employer receives it.     6. **No Other Claims**. I agree immediately to dismiss or withdraw any and all pendinglawsuits, administrative charges or complaints, including, but not limited to, charges orcomplaints I may file or have filed against the Released Parties with any state or federal agency.     7. **No Rights to Reemployment**. I hereby waive any right I may have to reemployment byEmployer and further agree that I will not apply for or seek future employment with Employer.     8. **Reaffirmation of Non-Disclosure Agreement**. I hereby reaffirm all my obligations pursuantto the Non-Disclosure Agreement between me and the Company.     9. **No Assignment**. I hereby covenant I have made no assignment and will make no assignmentof the claims released herein. I understand and agree this Release is binding upon my heirs,personal representatives, spouse, executors, administrators and assigns.     10. **Confidentiality**. Both Parties agree that this Agreement and its contents and the termsof this settlement are confidential, and agree not to disclose, publicize, or cause to bepublicized, any of the terms or conditions of this settlement, including the fact of thisAgreement, and any of the terms of this Agreement or the Separation Payment, except as required byjudicial process, as otherwise required by law, or to immediate family, financial advisors orattorneys who shall be advised of this Agreement and bound by it. Both Parties also agree not todisparage, ridicule or defame the other Party.     11. **No Admission**. I acknowledge that neither this Agreement nor anything contained hereinshall be admissible in any proceeding as evidence of or an admission by the Released Parties of anywrongdoing or violation of any employment policies and procedures, or of any state or federal lawor regulation. Notwithstanding the foregoing, this Agreement may be introduced into a proceedingsolely for the purpose of enforcing this Agreement and the confidentiality hereof.     12. **Acknowledgment of Receipt**. I acknowledge that I have received all wages and othercompensation due and owing to me as a result of my employment with Employer, including wages,overtime, penalties, accrued but unused vacation time, bonuses, and commissions if any.     13. **Additional Consideration**. I further acknowledge and agree that I have waived rights orclaims pursuant to this Agreement in exchange for consideration received from the
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Employer as the Separation Payment, the value of which exceeds payment or remuneration towhich I was already entitled.     14. **Return of All Property**. I hereby represent and agree that I have returned to theEmployer all property of Employer which is in my possession.     15. **Arbitration.** Except as provided herein, any controversy or claim arising out of orrelating in any way to this Agreement or the breach thereof shall be subject to private andconfidential arbitration in Los Angeles County in accordance with the laws of California. Thearbitration shall be conducted in a procedurally fair manner by the mutually agreed upon arbitratorselected in accordance with the applicable rules of JAMS (“Rules”) or if none can be mutuallyagreed upon, then by one arbitrator appointed pursuant to the Rules; the arbitration shall beconducted confidentially in accordance with the Rules; each party shall have the right to conductreasonable discovery as permitted under the Rules or ordered by the arbitrator; the arbitratorshall have the authority to award any damages authorized by law for the claims presented includingpunitive damage and shall have the authority to award reasonable attorneys fees to the prevailingparty in accordance with applicable law; the decision of the arbitrator shall be final and bindingon all parties and shall be the exclusive remedy of the parties; and the award shall be in writingin accordance with the Rules, and shall be subject to judicial enforcement and review in accordancewith California law.     16. **Voluntary Waiver.** I acknowledge I have read this Agreement and that I have had anopportunity to question the Employer or its representatives concerning the Separation Payment andvested stock options that I will receive, provided that I enter into this Agreement. I acknowledgethat my decision to enter into this Agreement is voluntary, and I have made such decision withoutcoercion or duress. I understand and have had the opportunity to discuss with legal counsel thelegal and financial implications of my waiver and my entering into this Agreement.     17. **Severability.** If any provision of this Agreement or the application thereof is heldinvalid, the invalidity shall not affect other provisions or applications of the Agreement whichcan be given effect without the invalid provisions or application and to this end the provisions ofthis Agreement are declared to be severable.     18. **Integration.** This Agreement constitutes and contains the entire agreement andunderstanding between the Parties, and supersedes and replaces all prior negotiations and allagreements proposed or otherwise, whether written or oral, concerning the subject matter(s) setforth in this Agreement. This is an integrated document.     19. **Governing Law.** This Agreement shall be construed and enforced in accordance with thelaws of the State of California.
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     I have read the foregoing Agreement and I accept and agree to the provisions it contains and herebyexecute it voluntarily with full understanding of its consequences.     Dated: January 9, 2006 Shay Gonen