Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549



FORM 10-K/A(Amendment No. 1)

(Mark One)ý

Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934For the fiscal year ended December 31, 2011ORo

Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange ActFor the transition period
from                                   to


Commission file number 001-11174



MRV COMMUNICATIONS, INC.(Exact name of Registrant as specified in its charter)

Delaware(State or other jurisdiction of
incorporation or organization)

06-1340090(I.R.S. employer identification no.)20415 Nordhoff Street, Chatsworth, CA 91311(Address of principal executive offices and zip code)


Registrant's
telephone number, including area code: (818) 773-0900

Securities
registered pursuant to Section 12(b) of the Exchange Act: None

Securities
registered pursuant to Section 12(g) of the Exchange Act: Common Stock, $0.0017 par value

Indicate
by check mark whether the Registrant is a well-known seasoned issuer, as defined by Rule 405 of the Securities
Act. Yes o    No ý

Indicate by check mark whether the Registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act of
1934. Yes o    No ý

Indicate by check mark, whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the
past 90 days. Yes ý    No o

Indicate by check mark, whether the Registrant has submitted electronically and posted on its corporate website, if any, every Interactive Data File required to
be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that
the Registrant was required to submit and post such files.) Yes ý    No o

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§232.405) is not contained
herein, and will not be contained to the best of Registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K. ý

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting
company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer o

Accelerated filer ý

Non-accelerated filer o (Do not check if a smaller
reporting company)

Smaller reporting company o


Indicate
by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the
Act). Yes o    No ý

The aggregate market value of the Registrant's Common Stock held by non-affiliates based upon the closing price of a share of the Registrant's Common
Stock on June 30, 2011 as reported on the OTC Pink Sheets was $210,993,448. The number of shares of Common Stock, $0.0017 par value, outstanding as of March 9, 2012 was 157,750,731.

DOCUMENTS
INCORPORATED BY REFERENCE

None.





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Table of Contents



EXPLANATORY NOTE

This Amendment No. 1 on Form 10-K/A (the "Amendment") amends Items 10 to 15 of the Annual Report on
Form 10-K for the fiscal year ended December 31, 2011 filed on March 15, 2012 (the "Original Filing") for MRV Communications, Inc. ("MRV" or the "Company"). We
are filing this Amendment to include the information required by Part III and not included in the Original Filing as we will not file our definitive proxy statement within 120 days of
the end of our fiscal year ended December 31, 2011. In addition, in connection with the filing of this Amendment and pursuant to the rules of the Securities and Exchange Commission (the "SEC"),
we are including with this Amendment certain currently dated certifications. Accordingly, Item 15 of Part IV has also been amended to reflect the filing of these currently dated
certifications.

Except
as set forth above, we have not modified or updated disclosures presented in the Original Filing to reflect events or developments that have occurred after the date of the
Original Filing. Among other things, forward-looking statements made in the Original Filing have not been revised
to reflect events, results, or developments that have occurred or facts that have become known to us after the date of the Original Filing (other than as discussed above), and such forward-looking
statements should be read in their historical context. Events occurring after the date of the Original Filing or other disclosures necessary to reflect subsequent events will be addressed in other
reports filed with the SEC subsequent to the date of the Original Filing.

MRV Communications, Inc.        Annual Report on Form 10-K/A        For the fiscal year ended December 31, 2011        Table of Contents



Page NumberPART IIIItem 10.

Directors, Executive Officers and Corporate Governance

1Item 11.

Executive Compensation

6Item 12.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

24Item 13.

Certain Relationships and Related Transactions, and Director Independence

26Item 14.

Principal Accountant Fees and Services

26PART IVItem 15.

Exhibits and Financial Statement Schedules

28SIGNATURES


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PART III

Item 10.    Directors, Executive Officers and Corporate Governance.

Directors

Biographical information about each director as of March 30, 2012 (unless otherwise noted) appears below.

Kenneth H. Traub, Chairman, age 50, Director since October 2011

Mr. Traub
has over 20 years of senior management, corporate governance, turnaround and transactional experience with public and private companies. Mr. Traub has been
the president and chief executive officer of Ethos Management LLC, a private consulting and investment firm since 2009. Mr. Traub served as president, chief executive officer and a
director of American Bank Note Holographics, Inc. ("ABNH"), a publicly-traded, leading global supplier of optical security devices, from 1999 until its sale in 2008 to JDS Uniphase Corporation
("JDSU"), a leading global provider of optical products and test and measurement solutions for the communications industry. Mr. Traub managed an extensive turnaround, as well as the growth and
sale of ABNH, and under his leadership, ABNH stockholders achieved a gain exceeding 1000 percent. Following the sale of ABNH, in 2008, Mr. Traub served as vice president of JDSU. In
1994, Mr. Traub co-founded Voxware, Inc., a pioneer in Voice over IP, and was its executive vice president, chief financial officer and director until 1998. From 1988 to
1994, Mr. Traub served as a vice president at Trans-Resources, Inc., a multi-national holding company and investment manager. As a director for MRV, Mr. Traub contributes his
extensive experience and expertise in managing, restructuring, rebuilding, growing and selling companies to maximize shareholder value. Mr. Traub serves on the boards of directors of several
other companies including (1) iPass Inc., a Nasdaq-traded global provider of software and services for enterprise mobility, where Mr. Traub has served since July 2009;
(2) MIPS Technologies, Inc., a Nasdaq-traded provider of processor architectures and cores for digital consumer and business applications where Mr. Traub has served since December
2011; (3) Omnego Inc., a privately-held provider of innovative mobile wallet solutions where Mr. Traub has served since November 2010 and currently serves as the chairman of the
board. He also served as a director of Phoenix Technologies Ltd. from December 2009 until the company was sold in December 2010. Mr. Traub served as the chairman of the board of the New
Jersey chapter of the Young Presidents Organization ("YPO") in 2010 and 2011. He received a bachelor of arts degree from Emory College, and a master's degree in business administration from Harvard
Business School.

Robert M. Pons, Vice-Chairman, age 55, Director since October 2011

Mr. Pons
has over 30 years of senior level management experience with early stage ventures and Fortune 500 and turnaround companies. Currently, Mr. Pons is the
chairman of Livewire Mobile, Inc., a comprehensive digital content solutions company for carriers, handset manufacturers and media companies in the mobile content market. Prior to his position
at Livewire, from 2008 to January 2011, Mr. Pons was senior vice president of capital markets for The Management Network Group, a provider of professional services to the converging
communication media and entertainment industries and the capital formation firms that support them. From 2003 to 2007, he was chief executive officer of Uphonia/SmartServ, Inc., a
publicly-traded firm in the wireless industry which was recapitalized and repositioned under his leadership. Mr. Pons began his telecommunications experience at MCI Communications from 1980 to
1986, opening the New England markets and growing them from start-up to a $100 million division, and serving as a special advisor to the president during the company's highest
growth years. In 1986, Mr. Pons was hired by Sprint Corporation to manage its Northeast sales division with over $750 million in revenue, and in 1992, he joined Geotek
Communications Inc., a wireless carrier, as its senior vice president of business development. As an early pioneer in the telecommunications industry, Mr. Pons brings to
the Board his experience as a senior level executive working in the telecommunications industry. In addition to his position at Livewire Mobile, he currently serves on the

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boards
of (1) Network1 Security Solutions, a company that acquires and maintains an intellectual property portfolio; (2) Proxim Wireless, a 4G wireless network technology provider; and
(3) Primus Telecommunications Group, a NYSE-traded provider of advanced communication solutions. Mr. Pons received his bachelor of arts degree, magna cum laude, from Rowan University,
and holds a patent on enhancement of 9-1-1 systems.

Charles M. Gillman, age 41, Director since 2009

In
June 2001, Mr. Gillman was employed by Nadel and Gussman, LLC ("NG"), to serve as portfolio manager of certain investment portfolios of NG and its related family
interests. NG is a management company that employs personnel for business entities related to family members of Herbert Gussman. In June 2002, Mr. Gillman founded Value Fund
Advisors, LLC ("VFA"), to serve as investment advisor to certain NG family related assets. VFA discontinued its role as investment advisor to these assets in December 2008. In December 2008,
Mr. Gillman entered into an employment agreement with NG to provide portfolio management services to NG. Pursuant to this employment agreement he serves as portfolio manager of certain NG
family assets, including Boston Avenue Capital LLC, a private family investment vehicle which owns over four million shares of our Common Stock. Mr. Gillman began his career as a
strategic management consultant for McKinsey & Company, a management consulting firm, where he worked to develop strategic plans for business units of companies located both inside the United
States and abroad. Thereafter and prior to joining NG, Mr. Gillman held a number of positions in the investment industry and developed an expertise in the analysis of companies going through
changes in their capital allocation strategy. Mr. Gillman currently serves on the boards of directors of (1) InfuSystem Holdings, Inc., a NYSE-traded national provider
of infusion pumps and related services which he joined in April 2012; (2) Digirad Corporation, a Nasdaq-traded diagnostic imaging company which he joined in April 2012; (3) Littlefield
Corporation, an OTCQB-quoted charitable gaming company which he joined in May 2008; and (4) CompuMed, Inc., a private medication management company which he joined in February 2008.
Mr. Gillman also serves on the board of the Penn Club of New York. He brings to the Board expertise in the creation of shareholder value at companies in transition. Mr. Gillman received
a bachelor of science, summa cum laude, from the Wharton School of the University of Pennsylvania.

Igal Shidlovsky, age 75, Director since 1997

Mr. Shidlovsky
serves as managing director of Global Technologies, an investment and consulting organization which he founded in 1994. He has extensive management and consulting
experience with international companies and start up technology companies. He held several executive positions including vice president, corporate development at Siemens Pacesetter, a division of
Siemens AG Medical Group, director of strategic planning and technology utilization, and director of the microelectronics department at Siemens Corporate Research from 1982 to 1994. From 1969 to 1982
he was with RCA Laboratories, a leading electronic research and development organization. As the longest serving independent director, Mr. Shidlovsky contributes historical insight of our
operations and management. He holds a bachelor of science degree in chemistry from the Technion and master's degree and Ph.D. from the Hebrew University in Israel.

Glenn Tongue, age 52, Director since February 2012

Mr. Tongue
is a general partner and co-manager of T2 Partners Management, LLC ("T2") and related entities which hold almost seven million shares of our Common
Stock. Prior to becoming a general partner and co-manager of T2 in April 2004, Mr. Tongue spent 17 years working on Wall Street, most recently as an investment banker at UBS
AG where he was a managing director and head of acquisition finance. Before joining UBS, Mr. Tongue worked at Donaldson, Lufkin and Jenrette ("DLJ") for 13 years, the last three of which
he served as the president of DLJdirect, an on-line brokerage firm. During his tenure there, he oversaw both DLJdirect's IPO and ultimate sale. Prior to DLJdirect,

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Mr. Tongue
was a managing director in the investment bank at DLJ, where he worked on over 100 transactions aggregating more than $40 billion. Before working on Wall Street,
Mr. Tongue managed sales, marketing and certain operations at Blonder-Tongue, Inc., a manufacturer of pay television and cable television distribution equipment. Mr. Tongue
provides insight as a significant stockholder of the Company and provides significant financial evaluation and transactional experience to the Board of Directors. Mr. Tongue received a master's
of business administration with distinction from the Wharton School of Business and received a bachelor of science in electrical engineering and computer science from Princeton University.

Executive Officers

Biographies of the current executive officers of the Company are set forth below.

Barry Gorsun, age 69, Chief Executive Officer

Mr. Gorsun
joined MRV in October 2010 and served as President of MRV's Optical Communications Systems division ("OCS"). In December 2011, the Board added the role of President and
Chief Operating Officer of MRV to his title, and in February 2012, he became the Chief Executive Officer of MRV. He has over 40 years of technology management experience. He began his career as
an engineer for RCA Missile Systems where he worked as manager of the technical team that successfully developed the radar and transponder system for the first manned moon flight in 1969. As director
of manufacturing and engineering at Bowmar/Ali, he contributed to the growth of the company from start-up to $300 million in revenues. During his tenure as the vice president of
operations at Modicon Corporation, the company grew from $5 million to $200 million in five years, at which time due to his efforts the company was acquired by Gould Inc. As
executive vice president at Analogic Corporation, he assisted in growing that firm to $250 million in revenue during a four year period. Mr. Gorsun joined Summa Four in 1983 as vice
president of operations, was promoted to chief operating officer and then president and chief executive officer in which role he served for five years until his appointment as chairman in 1993 when
the company went public. At Summa Four, Mr. Gorsun led a total company refocusing in response to significant industry changes and marketing challenges. In 1998, Mr. Gorsun was
responsible for the sale of Summa Four to Cisco Systems, Inc. and Mr. Gorsun served as an advisor to the Cisco Systems' board of directors from 1998 to 2000. Mr. Gorsun has also
served as the chairman of the Computer and Communication Industry Association, an industry resource/forum on the national level from 1993 to 1995, and Cetcon, Inc., a start-up
telecommunications engineering consulting firm from 2000 to 2004. He was a director of Gensym Corporation, an industry leader in intelligent operations and management software tools and solutions from
1998 to 2006; and served as a member of the executive committee of the International Engineering Consortium from 1996 to 2000. He also co-founded SQMsoft, a global software company focused
on the efficient and effective use of energy and bandwidth. From 2006 to 2010, Mr. Gorsun was the managing partner of Baystate Capital, his personal investment company.

Stephen Garcia, age 53, Chief Financial Officer

Mr. Garcia
has served as our chief financial officer since April 2012, and is currently a consultant with Avant, a position he has held since November 2010. Mr. Garcia
temporarily left Avant from April to July 2011 to be the chief financial officer at Capario, a medical claims clearing house. From November 2008 to April 2010, Mr. Garcia was the chief
financial officer at Glenmount Global Solutions, an automation, energy management and information solutions professional services company. From July 2003 to July 2008, he was the chief financial
officer at Obagi Medical Products, Inc., a global specialty pharmaceutical company specializing in skin care systems, where he led the company's IPO in 2006 and secondary offering in 2007.
Mr. Garcia joined Incomnet Communication, which later became CCC Globalcom Corp., in 1997 as controller, and was promoted to vice president of finance then chief financial officer, where he was
responsible for the company's West coast operations, regulatory compliance, human resources, and SEC compliance. Prior to becoming a chief financial officer, Steve

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served
as a controller for eight years in various private and public companies. Mr. Garcia began his career in the attestation services group of Deloitte & Touche, LLP.
Mr. Garcia is a certified public accountant and received his bachelor of science degree in accounting from the University of Southern California.

Jennifer Hankes Painter, age 42, VP, General Counsel, Chief Compliance Officer and Secretary

Ms. Painter
joined MRV as Vice President, General Counsel in February 2009, became the Chief Compliance Officer in July 2009, and added the title of Secretary in November 2009.
Prior to joining MRV, from 2004 to 2008 Ms. Painter served as vice president, assistant general counsel for The Ryland Group, Inc., a national homebuilder, where she was responsible for
the company's regulatory compliance, corporate governance, financings, and general corporate and employment law. From 2001 to 2004, Ms. Painter served as vice president, general counsel of
Cadiz Inc., a public water and agricultural company, where she was responsible for the company's domestic and international legal and compliance issues. Prior to joining Cadiz,
Ms. Painter was employed as an associate with Sullivan & Cromwell LLP, an international law firm, where she dealt with merger and acquisition transactions, securities and other
corporate matters; and was an officer in the U.S. Army Corps of Engineers prior to her legal career. She received a bachelor of science degree in civil engineering from the U.S. Military Academy and a
juris doctor degree from Loyola Law School of Los Angeles. Ms. Painter is an active member of the California Bar.

David Stehlin, age 55, President, Optical Communications Systems division

Mr. Stehlin
joined MRV's OCS division in April 2011 as the Senior Vice President of Sales and Marketing, and in February 2012, became the President of the OCS division. He has
more than two
decades of telecommunications industry experience, having held executive level positions at various equipment manufacturing companies since 1990. From 2003 to March 2011, Mr. Stehlin was the
president of Overture Networks, Inc., a developer and manufacturer of high-speed Carrier Ethernet edge and aggregation solutions, and president and chief executive officer of
Ceterus Networks, Inc. which merged into Overture Networks. From 2002 to 2003, he was the president and chief executive officer of Valo, Inc., an early stage venture-backed start up
focused on developing a new copper-bonding access system for North American carriers. From 1999 to 2001, he was the president and chief executive officer of OnePath Networks, Inc., a
venture-backed start up building multi-service fiber optic access systems for major communications service providers. From 1990 to 1999, he was the senior vice president of sales and marketing of
Keptel, Inc., then president of Keptel and Antec Network Transport, divisions of Antec, Inc., a major provider of hybrid fiber-coaxial and interconnection products to the
telecommunications industry. From 1984 to 1989 he held various sales management positions with both Laser Precision and Siecor, high-end fiber optic test equipment companies. After
graduating from the U.S. Naval Academy with a bachelor of science degree in international security affairs, Mr. Stehlin served as an infantry officer in the U.S. Marine Corps. Additionally, he
earned a master's of business administration degree from National University.

Beth Arnold, age 53, VP, Finance

Ms. Arnold
has been our Vice President, Finance since April 2012, and is currently a senior consultant with Avant. Prior to joining Avant in January 2012, she was a principal
consultant at Assurance Partners, LLP, a consulting company providing interim and part-time finance professional services from 2008 to 2011. From 2006 to 2008, she was the vice
president and controller of the 99¢ Only Stores, a $1.2 billion publicly-traded retailer. Prior to her service at 99¢ Only Stores, she was the vice president and
controller at Worldwide Restaurant Concepts, a publicly-traded holding company from 1999 to 2005. She held finance and accounting roles with various companies earlier in her career. Ms. Arnold
is a certified public accountant and received her bachelor of science degree in business administration from George Mason University.

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Committee Composition of the Board of Directors

The members of the Board of Directors, and the committees of the Board of Directors on which they serve, are identified below:

Name

Audit

Compensation

Nomination
and
GovernanceKenneth H. Traub (Chair)


X
(1)

X


X
(1)Robert M. Pons


X


X
(1)

XCharles M. Gillman


XIgal Shidlovsky





X


XGlenn Tongue


(1)Committee
Chair


Audit Committee

In January 2012, the Audit Committee was re-constituted, and is currently comprised of Messrs. Traub (Chair),
Gillman and Pons. Michael Keane (Chair), Joan Herman and Mr. Traub served as committee members from October 2011 to January 2012, and prior to that for the remainder of 2011, the committee
consisted of Messrs. Keane (Chair) and Gillman, and Kenneth Shubin Stein. The Board of Directors has determined that each of the current committee members has sufficient knowledge in financial
and auditing matters to serve on the Audit Committee, and had previously made such determinations regarding the prior committee members in 2011. The Board of Directors has further determined that
Mr. Traub is an "audit committee financial expert" as defined in Item 407(d)(5) of Regulation S-K, promulgated under the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), and Mr. Keane acted in that role until his departure from the Board in January 2012.

Section 16(a) Beneficial Ownership Reporting Compliance

Under Section 16(a) of the Exchange Act, our directors, executive officers and stockholders who own more than 10% of a
registered class of the Company's equity securities are required to file with the SEC initial reports of ownership and reports of changes in ownership of Common Stock and other equity securities of
the Company. Directors, executive officers and 10% or greater stockholders are required by SEC regulations to furnish us with copies of all Section 16(a) forms they file. We believe, based on
filings we have made on behalf of directors and officers, and on a review of copies of such reports furnished to us, that the reports required of our executive officers, directors and 10% or greater
stockholders were duly and timely filed during the year ended December 31, 2011.

Code of Business Conduct and Corporate Governance

We have adopted a Code of Business Conduct and Corporate Governance that applies to all of our directors, officers and employees. In
compliance with the applicable rules of the SEC, special ethics obligations of the Chief Executive Officer, Chief Financial Officer, and other employees who perform financial or accounting functions
are set forth in the section of the Code of Business Conduct and Corporate Governance entitled "Special Ethics Obligations of Employees with Financial Reporting Responsibilities." The Code is
available through our website atwww.mrv-corporate.com. Printed copies are available free of charge and may be requested by contacting the
Investor Relations Department either by mail at corporate headquarters, by telephone at (818) 773-0900 or by e-mail at ir@mrv.com.

We
intend to satisfy the disclosure requirements under the Exchange Act regarding an amendment to, or a waiver from, the Code of Business Conduct and Corporate Governance by posting such
information on our website atwww.mrv-corporate.com.

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Item 11.    Executive Compensation.

COMPENSATION DISCUSSION AND ANALYSIS

This compensation discussion and analysis explains our strategy, design and decision-making around our compensation programs and
practices as they relate to our named executive officers (the "Named Executive Officers") as defined by the rules promulgated under the Exchange Act. The Compensation Committee has the responsibility
for evaluating, approving and recommending to the Board of Directors MRV compensation programs. The Compensation Committee is also responsible for reviewing and evaluating the performance of our Chief
Executive Officer and his direct reports, including all of the Named Executive Officers, relative to meeting corporate goals and objectives, and determining compensation levels for these officers
based on this evaluation.

Philosophy

When determining our compensation structure in 2011, the Compensation Committee believed that the best mix of compensation consists of
base salary, performance-based cash bonuses and longer-term equity incentive compensation in the form of stock options. Base salaries are a necessary part of our compensation program and
provide executives with a fixed portion of pay that is not performance-based. However, our compensation policies in 2011 were generally structured to establish a competitive overall compensation
package that is heavily weighted towards pay-for-performance. Accordingly, we set base salaries below the midpoint of a market-based industry (discussed in more detail below)
range and weighted total compensation more heavily towards incentive bonuses and long-term equity awards to encourage the accomplishment of corporate performance objectives. At the end of
2011, the Board of Directors approved a new strategic direction for the Company which emphasized maximizing the return to stockholders and aligned management compensation with this new direction.
While the focus remained on performance-based compensation in 2012, it shifted from long-term equity compensation in the form of stock options to shorter term performance bonuses. The
Board of Directors therefore did not authorize any grants of stock options or other equity to Named Executive Officers in 2012, but instead provided Mr. Gorsun and
Ms. Painter, the Company's VP, General Counsel, with cash incentive bonuses based on the return of value to stockholders.

The
Compensation Committee believes that the performance-based cash bonuses should be easy to understand and directly tied to the Company's performance. Therefore, in March 2010, the
Board of Directors approved the MRV Incentive Compensation Plan (the "Plan"), an annual cash incentive plan applicable to the Named Executive Officers and other management, and amended the performance
objectives for 2011. In 2011, the Compensation Committee used financial metrics exclusively for the Plan's performance targets in an effort to align the financial interests of our management,
including the Named Executive Officers, with long-term shareholder value creation. Specifically, the Plan tied bonus payments to operating income, operating cash flow and revenue targets.

In
2011, the Compensation Committee used long-term equity awards to attract and motivate a highly-talented executive team. The equity awards were designed to create a strong
connection between executive compensation and sustainable long-term shareholder value.

This
philosophy may cause compensation to fluctuate from year to year, and as a result, the Named Executive Officers' compensation levels may be above or below the comparable range of
our peers.

Risk Oversight and Controls.As a general matter, the Board of Directors has oversight responsibility with respect to risk
management and is not
responsible for day-to-day management of risk issues, which is the responsibility of management. With respect to this oversight responsibility, the Board has approved a
Transactional Authority Matrix, as amended from time to time, to address approval controls required for various types of actions. Areas of risk that are focused on at quarterly Board meetings are the
review of contingent liabilities and significant litigation matters. With respect to

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compensation
plans rewarding risk-taking, the Compensation Committee has reviewed our compensation policies and practices for all employees, including executive and
non-executive officers, and determined that our compensation programs do not give rise to risks reasonably likely to have a material adverse effect on MRV. The Committee noted several
design features of MRV's incentive programs for all executive officers in particular that
reduce the likelihood of excessive risk-taking and instead encourage behaviors that support shareholder value. For example:



To
the extent readily determinable, the Compensation Committee considers the anticipated tax treatment to MRV and to the officers and employees of various types of compensation,
including the limitation of Section 162(m) of the Internal Revenue Code of 1986, as amended. Some types of compensation and associated deductibility for Company tax purposes depend upon the
timing, pricing, vesting or exercise of granted stock options. Interpretations of and changes in the tax laws also affect the deductibility of compensation.

Annual Compensation Methodology

The Compensation Committee meets annually to review the salary, bonus and stock option award compensation given to the Named Executive
Officers and our other highly compensated employees, and reviews and recommends to the Board the incentive plans for each of our subsidiaries and business segments. In addition, the Plan provides for
bonuses based
on corporate and business unit performance, as applicable, and each year the Compensation Committee will adjust targets pursuant to the Plan. For Named Executive Officers, the Compensation Committee
determines whether the officers' performance for the preceding year justifies adjustments to base salaries, bonuses and granting of share-based compensation. The Compensation Committee then recommends
its overall compensation plan to the full Board for its approval. The full Board also approves the annual operating plan of the Company and each of its business units for the year on which the
financial targets of the Plan are based. In addition, the Compensation Committee may consider discretionary bonuses for performance exceeding expectations and uses its discretion in review of Plan
targets and performance.

Through
2011, the Compensation Committee reviewed and approved proposed grants of awards for equity incentive plan participants. The total amount of grants and specific grants for senior
officers were further recommended to the full Board for approval. Common Stock-based awards had been viewed as an important component of total executive pay, aligning compensation with increasing
stockholder value and, thus, providing an important benefit to stockholders. Stock options provide a financial reward only in the event that shareholder value is increased. Generally, within
compensation programs, stock options are viewed as a cost-effective method for providing equity-based long-term incentive compensation. In 2012, the shift from stock options to
short-term incentive bonus plans reflects the Board's strategic plan to return value to stockholders in a timely manner.

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The Role of Consultants

The Compensation Committee retained the services of Farient Advisors LLC, an executive compensation consulting firm, beginning
in January of 2010, and has continued to engage the consulting firm to present. Farient Advisors serves as our outside compensation advisor and provides advice regarding executive compensation
decisions. Under the terms of the engagement, Farient Advisors provides the Compensation Committee with relevant competitive market data and alternative program designs to consider. Farient Advisors
has no relationship with MRV other than as our compensation consultant, and will not provide additional services to us without the advance consent of the Compensation Committee.

To
support our Compensation Committee's decision-making in 2011, Farient Advisors prepared a comprehensive assessment of compensation for the top 30 executive positions in the six
countries in which these positions were located. The review was intended to help the Compensation Committee:



The
Farient Advisors study set forth our competitiveness regarding base salaries, total cash compensation, long-term incentive and total direct compensation. Farient Advisors
then made recommendations to move MRV into alignment over a two- to three- year period with our market peers, targeting the 25th to
50th percentile of the industry average. Farient Advisors further took into consideration the Compensation Committee's philosophy to weight overall compensation towards
pay-for-performance in its recommendations, which recommendations were accepted by the Compensation Committee. Specifically, the Compensation Committee approved Farient
Advisor's recommendation to provide merit-based salary increases for 2011 considering the Company's average for base salary was below the 25th percentile industry average, while
keeping annual short-term incentive compensation levels at their current level as they were generally already at the 25th to 50th percentile
industry average, and increasing stock option long-term incentive grants to adjust for the lower than industry average base salaries.

During
2011, Farient Advisors was retained for a separate study to provide advice regarding the effects that a special dividend of $75 million would have on outstanding stock
options and restricted stock, and what could be done to (a) ensure that option holders and restricted stockholders were not adversely impacted by the loss in value created by declaration and
payment of the dividend, and (b) continue to incentivize employees to stay with MRV and its subsidiaries. Farient Advisors reviewed what other companies had done under similar circumstances,
and addressed MRV's specific circumstances and the goals of the Compensation Committee. Farient Advisors recommended that the Board of Directors approve a staggered cash payment to option holders
equal to the loss in fair value of their options using the Black-Scholes methodology as a result of the dividend. They recommended that option holders who provide service to the Company at the time of
the payment of the dividend receive 50 percent of the payment amount in respect of their vested options promptly following payment of the dividend, and 50 percent of the payment amount
12 months following, conditioned upon continuous service to MRV, subject to certain acceleration conditions such as involuntary termination without cause, death or disability, change of control
of MRV, or a sale of the business unit in which the option holder is employed. Option holders with unvested options would receive the cash payment in 12 months, subject to the same conditions
described above. Farient Advisors further recommended that holders of restricted stock be paid the
same dividend amount per share as stockholders received. These recommendations were reviewed and approved by the Compensation Committee and Board of Directors.

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The Role of Executive Officers in Determining Executive Compensation

Consistent with our Compensation Committee charter, the Compensation Committee, or the Board upon recommendation of the Compensation
Committee, makes all final compensation decisions related to the Chief Executive Officer and his direct reports, which includes all of the Named Executive Officers other than the Chief Executive
Officer. To aid in making those recommendations and decisions for 2011, our Chief Executive Officer and the VP, Human Resources provided information and recommendations to the Compensation Committee
in setting compensation in 2011, including information relating to the performance of the executive officers, appropriate levels and components of compensation, including equity grants, and the
targets for business unit performance or other goals for our annual cash incentives. In 2012, MRV no longer had a VP, Human Resources, and our Chairman and Vice-Chairman were directly
involved in setting, and providing recommendations to the Board for, compensation for the Named Executive Officers. The Chief Executive Officer continued to provide his recommendations to the
Compensation Committee on compensation for his direct reports and provided information relating to the performance of his direct reports.

In
particular, our typical practice, continued through 2011, called for our Chief Executive Officer and VP, Human Resources to meet with the Compensation Committee at or near the
beginning of each fiscal year to present for review and approval, as applicable:



At
the end of each year, our Chief Executive Officer also assists our Compensation Committee in evaluating our corporate performance and providing performance ratings for each of his
direct reports for the recently completed fiscal year. Our internal procedures regarding compensation for all executive officers and individuals with a direct reporting relationship to the Chief
Executive Officer require that Board approval be sought and received. Our Human Resources department also supports the Compensation Committee in various other compensation-related tasks and in some
cases acts pursuant to delegated authority to fulfill various functions in administering our compensation programs.

Determination of CEO's Compensation

In February 2012, the Board appointed Mr. Gorsun as our Chief Executive Officer. In conjunction with his promotion, the Board
provided him with a compensation plan that reflected its intent to follow its strategic path to maximize return of value to stockholders. Therefore, along with an increase of his annual base salary to
$380,000, Mr. Gorsun was provided with a new performance-based bonus structure. His new bonus arrangement provides for a bonus to be paid to him in the event that any distribution (including,
but not limited to, through stock or cash dividends, a distribution of assets, share buy-backs, or a sale of the Company) is made to our stockholders during the term of his employment. The
amount of any such bonus payable to Mr. Gorsun will be equal to the sum of (i) 160% of his annual base salary times per-share cumulative future stockholder distributions to
the extent less than or equal to $1.15, plus (ii) 480% of annual base salary times the per-share cumulative future
stockholder distributions, if any, in excess of $1.15. Further, upon termination without cause, he will receive a bonus amount calculated by deeming that a stockholder distribution was made in the
amount of net proceeds of any sale of all or a portion of the Company occurring between February 2012 and the date of

9

---



termination,
deducting from the calculation any bonuses previously received pursuant to this bonus arrangement. The terms of this bonus arrangement are further described in "Gorsun Executive and
Letter Agreements" beginning on page 18.

In
December 2011, the Board had appointed Mr. King to take on the role of Interim Chief Executive Officer in addition to his role as Chief Financial Officer. He held this position
until he announced his intent to resign, and the Board appointed Mr. Gorsun as his replacement. In January 2012, the Board retroactively set Mr. King's annual base salary at $350,000,
providing him with quarterly bonuses of $37,500 as well for the period that he acted in the capacity of Chief Executive Officer, for an effective annual cash compensation package of $500,000.
Mr. King's performance-based compensation for 2012 had not yet been confirmed when he announced his decision to resign. Before that, Mr. Singh had been the Company's Chief Executive
Officer from July 2010 until his separation in December 2011. Mr. Singh's compensation had been structured by the Board of Directors to incentivize him to stabilize the Company's financial
results and implement a turnaround plan. He was given a one-year employment agreement beginning on July 1, 2010 with an annual base salary of $500,000, no bonus plan, and a grant of
1,750,000 stock options that vested on June 30, 2011. The significant stock option grant was intended to reward him for improving shareholder value during the one-year term.

The Role of Peer Groups and Benchmarking

In consultation with the Compensation Committee, for 2011, Farient Advisors selected a compensation peer group of the following 11
public communication equipment and networking companies that it believed to be similar to MRV based on product and customer profile.



The
peer group revenues ranged from $200 million to $700 million, with a median annual revenue of approximately $400 million. Two peers from the 2010 compensation
peer group (Finisar Corp. and Oclaro, Inc.) were removed because they were more closely competitive with our optical networking business which we divested in October 2010, and a third peer (F5
Networks, Inc.) was excluded
because its revenue exceeded the target revenue range maximum. The peers were also selected due to their substantial international presence, with international revenue near 60% of total revenue. The
peer group compensation data was analyzed along with published survey data. The general compensation survey information was provided by iPas Global Technology Survey, Mercer LLC and Towers
Watson.

10

---



Incentive Compensation Plan and Bonus Targets

In March 2011, the Board of Directors, upon recommendation by the Compensation Committee, approved amended performance targets to the
Plan, our annual cash incentive plan, and bonus percentage targets for management and other participants under the Plan, which percentage targets did not change for the Named Executive Officers from
the prior year. In approving the targets for performance-based cash bonus compensation, the Compensation Committee and Board took the Farient Advisors benchmarking study into consideration and the
committee's philosophy of weighting performance-based compensation. Mr. Singh had a separate compensation arrangement which he entered into upon his hire on July 1, 2010, and was not a
participant in the Plan. The targets are calculated as percentages of annual base pay, and are set forth below for the following Named Executive Officers:

Name

Bonus
TargetBarry Gorsun


45
%Jennifer Hankes Painter


60
%Chris King


60
%Blima Tuller


40
%


For
example, Mr. Gorsun's target was 45% of his annual base pay, which was $230,000 as of December 31, 2011. Therefore, if the Company had met 100% of the performance
metrics set forth under the Plan, his target bonus for 2011 would have been 45% times $230,000, or $103,500.

The
Plan, which set forth the terms for which an annual bonus was earned, provided that a participant's bonus was based on the operating income, operating cash flow and revenues of the
business operating unit to which the participant of the Plan belonged. The targets were set above the prior year's achievements, and were intended to incentivize the participants to push their teams
to reach their goals. The Plan also had a minimum threshold of 80% for the operating income target before any bonus could be earned, and the bonuses were not earned unless the participant was employed
as of the end of the Plan year, regardless of the reason for termination (unless otherwise set forth in a severance agreement). For 2011, the Board eliminated the use of individual objectives which
were aligned with the objectives of the Company as a component of the Plan. Instead, such annually defined individual objectives are used in performance evaluations and assist with promotional reviews
and determinations. For Mr. King and Mmes. Painter and Tuller, 25% of their 2011 target was allocated to revenue objectives, 25% to operating cash flow objectives and the remaining 50% was
allocated to operating income objectives based on the Company's Board-approved consolidated annual operating plan. Mr. Gorsun's bonus target weighed the objectives in the same ratios, but were
split 80% to his business unit's approved annual operating plan, and 20% to the Company's consolidated annual operating plan. The target bonus percentages were based on the individual participant's
level of responsibility in the Company and market factors.

In
January of 2012, the Board of Directors reviewed the performances of Mr. King and Mmes. Painter and Tuller, and determined that each of Mr. King and Ms. Painter
would earn 100% of their target
bonuses, and Ms. Tuller would earn 150% of her target bonus in light of the significant contributions each had made during a transition period for the Company and for retention purposes. The
Plan was then eliminated for the Named Executive Officers going forward, and for those officers continuing in their employment (Mr. Gorsun and Ms. Painter), a new bonus structure was put
in place. The new bonus structure is intended to align these officers with the Board's strategic focus to return value to stockholders, and is further described in "Gorsun Executive and Letter
Agreements" beginning on page 18.

11

---



Fiscal Year 2011 and First Quarter 2012 Compensation Decisions

Base Salary.In 2011, the Compensation Committee requested a study from Farient Advisors for the Company's highly compensated
employees based on the
peer group discussed above under "The Role of Peer Groups and Benchmarking" beginning on page 10. In consultation with Farient Advisors and in consideration of information provided in the study
and personal performance, the Board of Directors increased the base salaries of the following Named Executive Officers in March 2011:

Name

Base
Salary
Increase

Aggregate
Base
SalaryChris King

$
16,100

$
246,100Jennifer Hankes Painter

$
6,900

$
236,900Blima Tuller

$
47,600

$
217,600


Mr. King's
merit-based increase was intended to move him closer to the 25th to 50th percentile of his peer group, Ms. Painter's
increase kept her within the targeted 25th to 50th percentile of her peer group, and Ms. Tuller's increase took into account her outstanding
performance, putting her at the 50th percentile of her peers. Messrs. Singh's and Gorsun's base salaries were set at the time of their hire in 2010 at $500,000 and
$230,000, respectively, and while such amounts were set prior to the most recent Farient Advisors study, they were within the targeted 25th to 50th percentile
of the industry average according to that study.

In
January 2012, the Board set Mr. King's annual base salary at $350,000 retroactive to December 2011, providing him with quarterly bonuses of $37,500 as well for the period that
he would act in the capacity of Chief Executive Officer, for an effective annual cash compensation package of $500,000. Concurrent with Mr. King's promotion, Mr. Gorsun had been promoted
to the role of MRV's President and Chief Operating Officer in December 2011, and also received an increase in annual base salary to $330,000 in January 2012 retroactive to his promotion date. When
Mr. Gorsun was promoted to Chief Executive Officer in February 2012, his annual base salary increased to $380,000. Further, in order to retain the services of Ms. Painter and upon review
of her performance, her annual base salary was increased to $272,435 in January 2012.

Separation and Transition Payments.In January 2012, Mr. King and Ms. Tuller made the decision to resign, and were
provided with
separation and transition agreements in order to retain their services through the later of March 30, 2012 or the filing of the Company's Annual Report on Form 10-K for the
year ended December 31, 2011 (the "2011 Form 10-K") with the SEC. The separation and transition agreements provided for separation payments of $350,000 and $308,800 for
Mr. King and Ms. Tuller, respectively, within 60 days of their separation date assuming certain conditions were met, which they were. Per Ms. Tuller's agreement, she also
received accelerated vesting of an approximately $40,000 bonus payment related to the November 2011 special dividend to stockholders to be paid within 60 days of her separation.

Engagement of New Chief Financial Officer and VP, Finance.Upon notice of the intended separations of Mr. King and
Ms. Tuller, the
Board of Directors considered various options for their replacement, and decided to work with a professional services company to provide the Company with the services of a chief financial officer and
vice president, finance. The Board engaged Avant Advisory Group, LLC ("Avant") in February 2012 to provide for outsourced interim services for the positions of a chief financial officer and
vice president, finance, and the Company shall pay Avant a fee of $97,834 per month for a minimum of three months, with overtime charged at $225 per hour over 50 hours per week. Subsequent to
the initial three-month term, Avant may continue to supply a chief financial officer and vice president, finance on a quarterly, monthly, weekly, day or hourly rate basis at the request of MRV. The
per hour rates for these services range from $225 to $350, depending on the duration of the commitment and the services to be provided.

12

---



2011 Incentive Compensation Bonus Plan.The Board reconfirmed the same annual incentive bonus targets as the prior year for
Messrs. King and
Gorsun and Mmes. Painter and Tuller at 60%, 45%, 60% and 40%, respectively, in February and March of 2011. The financial metrics that were the performance targets for the Plan in 2011 were designated
as operating income, operating cash flow and revenues, with an 80% operating income minimum threshold. Mr. Singh did not have an annual incentive bonus target.

In
the first quarter of 2012, the Company approved and made bonus payouts for participants of the Incentive Compensation Plan during 2011, with the Board of Directors approving
exceptions to the Plan's target requirements in certain cases to account for extraordinary events or performance, and in consideration of the need to retain the Company's key management. In
consideration of extraordinary events and performances of the following Named Executive Officers, bonuses were
paid out in March 2012 under the Plan for 2011 as follows regardless of the operating income minimum threshold requirement and target achievement:

Name

Percentage
of Target

Cash
AmountJennifer Hankes Painter


100

$
142,140Chris King


100

$
151,930Blima Tuller


150

$
130,560


The
target bonus for Mr. King was calculated using a pro rated base salary that balanced eleven months at his Chief Financial Officer rate of $246,100 and one month at his interim Chief
Executive Officer rate of $350,000.

2012 Bonus Arrangements.Mr. Gorsun and Ms. Painter were provided with a new performance-based bonus structure in
February 2012. Their
new bonus arrangement provides for a bonus to be paid to them in the event that any distribution (including, but not limited to, through stock or cash dividends, a distribution of assets, share
buy-backs, or a sale of the Company) is made to our stockholders during the term of their employment. The amount of any such bonus payable to each of them will be equal to the sum of
(i) 160% of the executive's annual
base salary times per-share cumulative future stockholder distributions to the extent less than or equal to $1.15, plus (ii) 480% of annual base salary times the
per-share cumulative future stockholder distributions, if any, in excess of $1.15. Further, upon a termination without cause, each officer will receive a bonus amount calculated by deeming
that a stockholder distribution was made in the amount of net proceeds of any sale of all or a portion of the Company occurring between February 2012 and the date of termination, deducting from the
calculation any bonuses previously received pursuant to this bonus arrangement. The terms of the bonus arrangements are further described in "Gorsun Executive and Letter Agreements" beginning on
page 18.

Stock Option Grants.The Compensation Committee believes that in general, equity grants are an important part of long-term
variable
incentive compensation which aligns management with shareholder value, and as such, the Committee approved annual stock option grant amounts for 2011 for specified employees at its March 2011 meeting
under the Company's 2007 Omnibus Incentive Plan. The grants for senior officers, including the Named Executive Officers, were further approved by the full Board of Directors at the recommendation of
the Committee. These stock options have an exercise price equal to the closing price of the shares of MRV's Common Stock on June 1, 2011, the date of grant, accelerate upon a change of control,
and vest pro rata over three years in annual increments beginning on the first anniversary of the grant date, and if an employee works for a subsidiary, 50% of the unvested stock options vest on the
change of control of that subsidiary. In addition, the stock options expire within the earlier of 30 days from the date of separation of service or ten years. Mr. King received 230,000
stock options under these terms; Ms. Painter received 200,000; and Ms. Tuller received 40,000. Each of the option grants to the Named Executive Officers were intended to, in addition to
the other components of

13

---



compensation,
place the officers within the targeted 25th to 50th percentile of the industry average of compensation for their peers. These option grants were
recommended by Farient Advisors to the Compensation Committee in line with the Compensation Committee's objectives of weighting for pay-for-performance and staying within a
targeted 25th to 50th percentile industry average, and were approved as recommended.

Cash Bonus to Option Holders related to $75 million Special Dividend.Upon declaration of a significant dividend to the
Company's
stockholders, the Board of Directors knew that the value of stock options held by its option holders would decrease, and that the stock options would significantly lose their retention value.
Therefore, upon recommendation by the Compensation Committee and Farient Advisors as described above under "The Role of Consultants," the Board of Directors approved a staggered cash payment to option
holders equal to the loss in fair value of their options as a result of the dividend, using the Black-Scholes valuation methodology. All option
holders who held stock options on the dividend payable date of November 10, 2011, including the Named Executive Officers, received 50 percent of the payment amount in respect of their
vested options promptly following payment of the dividend, and will receive the remaining 50 percent of the payment amount in November 2012, conditioned upon continuous service to MRV, subject
to certain acceleration conditions including involuntary termination without cause, death or disability, a change of control, or a sale of the business unit in which the option holder is employed.
Option holders who held unvested stock options on November 10, 2011 will receive 100% of the cash payment related to those options in November 2012, subject to the same conditions described
above.

Each
of the Company's Named Executive Officers received the following payments in November 2011, and are eligible for the remaining payments upon vesting in November 2012:

Name

Nov 2011
Payment

Nov 2012
Eligible
PaymentBarry Gorsun

$


$
74,993Jennifer Hankes Painter

$
12,254

$
151,419Chris King

$
17,097

$
Blima Tuller

$
4,953

$
40,331Dilip Singh

$
290,378





Pursuant
to separation agreements entered into with Messrs. Singh and King, they will not be receiving the November 2012 cash payments due to their resignations. The separation
and transition agreement for Ms. Tuller provided for the acceleration of her November 2012 payment within 60 days of her separation date.

Policy Governing Grant of Stock Options

We adopted a written stock option policy, updated in March 2011, to supplement the provisions of our equity-compensation plans and to
govern the timing of stock option grants to employees generally and to officers and directors in particular. The goal in
adopting the policy was to seek to ensure that equity-based awards were made in a manner consistent with the terms of the governing plans and at prices and times that are determinable, and only upon
approval by the Compensation Committee, or the Board of Directors for certain executives including the Named Executive Officers.

Employee Benefits

Executives are generally entitled only to benefits consistent with those offered to our other employees. We offer group life,
disability, medical, dental and vision insurance and a 401(k) plan.

14

---



Compensation Committee Interlocks and Insider Participation

The Compensation Committee has consisted of Messrs. Pons (Chair), Traub and Shidlovsky since January 2012. Prior to that,
Philippe Tartavull, Michael McConnell and Ms. Herman served on the Compensation Committee in 2011, with the exception that Mr. Gillman replaced Ms. Herman in October 2011. No
member of the Compensation Committee was, during 2011 or at any other time, an officer or employee of MRV or any of its subsidiaries; was formerly an officer of MRV or any of its subsidiaries; or had
a relationship in 2011 requiring disclosure under applicable SEC regulations. No executive officer of MRV serves or served as an executive officer, director or member of the compensation committee (or
other board committee performing equivalent functions, or in the absence of such committee, the entire board of directors) of another entity, any of whose executive officers served as a member of the
Compensation Committee or as a director of MRV.

Stockholder Advisory Vote on Executive Compensation

The results of the stockholder advisory vote on executive compensation proposal at our January 2012 annual meeting of stockholders were
very favorable,
with over 94% of the shares that were voted approving, and less than 6% voting against or abstaining from voting. With respect to the advisory vote on the frequency of holding an advisory vote on
executive compensation, holders of over 98% of the Company's Common Stock approved the Board-recommended one year frequency, with the remaining shares voting for a two or three year frequency or
abstaining from voting. We appreciate the confidence our stockholders have in our Board of Directors oversight of executive compensation. Our Board continues to review and revise the Company's
compensation programs to keep the programs in line with the Board's strategic plan for the Company, and we intend to take our stockholders' advise to request an advisory vote of stockholders on
executive compensation on a one year frequency.

Compensation Committee Report

Notwithstanding anything to the contrary set forth in any of the Company's previous filings under the
Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act that might incorporate future filings, in whole or in part, including its Annual Report on Form 10-K
for the year ended December 31, 2011 and its Registration Statements on Forms S-3 and S-8, the following Report shall not be incorporated by reference into any
such filings.

The
Compensation Committee of MRV Communications, Inc. has reviewed and discussed with management the Compensation Discussion and Analysis required by Item 402(b) of
Regulation S-K promulgated under the Exchange Act and, based on such review and discussions, the Compensation Committee recommended to the Board of Directors that the Compensation
Discussion and Analysis be included in this Amendment.



15

---





Summary Compensation Table

The following table summarizes information regarding compensation paid and the fair value of option grants during each of the past
three fiscal years to the Named Executive Officers serving during the year ended December 31, 2011.

Name

Year

Salary

Bonus (1)

Option
awards (2)

Non-Equity
Incentive Plan
Compensation (3)

All other
compensation (4)

TotalBarry Gorsun (5)


2011

$
261,272

$


$


$


$
7,470

$
268,742Chief Executive Officer


2010


53,120

$


$
302,175

$
31,272

$
547

$
387,114Jennifer Hankes Painter (6)


2011

$
241,456

$
12,254

$
201,220

$
142,140

$
7,917

$
604,987VP, General Counsel, Chief


2010

$
223,179

$
25,000

$
203,561

$
152,186

$
4,409

$
608,335Compliance Officer and Secretary


2009

$
156,923

$
78,670

$
28,745

$


$
5,859

$
270,197Chris King (7)


2011

$
250,833

$
17,097

$
231,403

$
151,930

$
7,917

$
659,180Former Chief Financial Officer


2010

$
225,653

$
15,000

$
218,483

$
149,978

$
4,660

$
613,774and Interim Chief Executive Officer


2009

$
186,076

$
95,995

$
11,498

$


$
8,160

$
301,729Blima Tuller (8)


2011

$
221,785

$
4,953

$
40,244

$
130,560

$
7,917

$
405,459Former VP, Finance


2010

$
170,102

$
7,091

$
34,580

$
74,990

$
3,318

$
290,080Dilip Singh (9)


2011

$
473,077

$
290,378

$


$


$
486,813

$
1,250,268Former Chief Executive Officer and Director


2010

$
249,374

$


$
1,608,425

$


$
3,591

$
1,861,391


---

16

---





Grants of Plan-Based Awards in 2011

The following table summarizes awards to Named Executive Officers during 2011:

Estimated future payout under non-equity
incentive plan awards (1)



Exercise
price of
option
award
($/share) (3)Number of
securities
underlying
options (2)

Grant date
fair value
of option
award (4)Grant
date

Approval
dateName

Threshold

Target

MaximumBarry Gorsun


2/7/2011


2/7/2011

$


$
107,250

$
187,688Jennifer Hankes Painter


3/9/2011


3/9/2011

$


$
142,140

$
248,7456/1/2011


3/9/2011











200,000

$
1.38

$
201,220Chris King


3/9/2011


3/9/2011

$


$
151,930

$
265,8786/1/2011


3/9/2011











230,000

$
1.38

$
231,403Blima Tuller


3/9/2011


3/9/2011

$


$
87,040

$
119,0006/1/2011


3/9/2011











40,000

$
1.38

$
40,224


---

Outstanding Equity Awards at 2011 Fiscal Year-End

Name

Grant date

Number of
securities
underlying
unexercised
options
exercisable

Number of
securities
underlying
unexercised
options
unexercisable

Option
exercise
price

Option
expiration
dateBarry Gorsun


12/1/2010
(1)

62,500


187,500

$
1.66


12/1/2020Jennifer Hankes Painter


12/1/2009
(1)

25,000


25,000

$
0.78


12/1/20198/13/2010
(1)

58,876


176,600

$
1.19


8/13/20206/1/2011
(2)




200,000

$
1.38


6/1/2021Chris King


3/3/2008
(1)(3)

37,500


12,500

$
1.49


3/3/201812/1/2009
(1)(3)

10,000


10,000

$
0.78


12/1/20198/13/2010
(1)(3)

63,182


189,546

$
1.19


8/13/20206/1/2011
(2)(3)




230,000

$
1.38


6/1/2021Blima Tuller


12/1/2009
(1)(3)

15,000


15,000

$
0.78


12/1/201912/1/2009
(4)

10,000


10,000

$
0.78


12/1/20198/13/2010
(1)(3)

10,000


30,000

$
1.19


8/13/20206/1/2011
(2)(3)




40,000

$
1.38


6/1/2021Dilip Singh


7/1/2010
(5)

1,750,000




$
1.25


12/5/2015


---

17

---



Other Compensation Information

There were no option exercises by Named Executive Officers during 2011. We did not grant to any Named Executive Officer, nor did any
Named Executive Officer vest in, any stock appreciation rights, or similar instruments, restricted stock, restricted stock units, or similar instruments during 2011. We generally do not have pension
or other retirement plans, except for a 401(k) savings plan under which we make employer contributions on behalf of U.S. employees and pension plans where required for our foreign subsidiaries, and we
make contributions to a 401(k)-type insurance fund for our Israeli employees. We do not have any nonqualified defined contribution or other nonqualified deferred compensation plans that
provide for the deferral of compensation on a basis that is not tax-qualified.

Employment Agreements and Change of Control Arrangements

Gorsun Executive and Letter Agreements.Mr. Gorsun entered into an executive agreement ("Executive Agreement") with our OCS
subsidiary, MRV
Communications  Boston Division, Inc. ("MRV Boston") in March 2011 that provided for his compensation, severance and other terms of employment, which was modified in part by
a letter agreement dated February 8, 2012 ("Letter Agreement") entered into by the Company and Mr. Gorsun in conjunction with his promotion to Chief Executive Officer. The Executive
Agreement provided for a base salary of $230,000 per year (increased to $380,000 per year by the Letter Agreement), a target cash incentive bonus of 45% of his base salary for 2011 pursuant to the
Company's Incentive Compensation Plan, and standard benefits as provided to similarly situated executives. Mr. Gorsun also would receive a lump sum payment equal to six months base salary and
payment of premiums of COBRA or its equivalent for 12 months upon termination by the Company without "cause" or by him for "good reason." Further, if there is a "change of control" of the
Company, he will receive a lump sum payment equal to 12 months base salary, and upon a "change of control" of MRV Boston, accelerated vesting of, and up to a three-year extended
expiration period for, unvested equity grants. Upon his termination by the Company without cause or by him for good reason in the 12-month period following a change of control of the
Company, he shall receive a lump sum payment equal to 12 months base salary and payment of premiums of COBRA or its equivalent for 12 months. The agreement includes, among other things,
non-compete, non-solicitation and non-disparagement provisions.

The
Letter Agreement set forth a revised bonus structure for Mr. Gorsun going forward. His new bonus arrangement provides for a bonus to be paid to him in the event that any
distribution (including, but not limited to, through stock or cash dividends, a distribution of assets, share buy-backs, or a sale of the Company) is made to our stockholders during the
term of his employment. The amount of any such bonus payable to Mr. Gorsun will be equal to the sum of (i) 160% of annual base salary times the per-share cumulative future
stockholder distributions to the extent less than or equal to $1.15, plus (ii) 480% of annual base salary times the per-share cumulative future stockholder distributions, if any, in
excess of $1.15. For example, if a dividend of $0.50 per share was declared and paid to stockholders, Mr. Gorsun would get 160% times $380,000 times 0.50, or $304,000. The letter agreement also
includes an acceleration provision upon termination without cause that would provide for a bonus amount calculated by deeming that a stockholder distribution was made in the amount of net proceeds of
any sale of all or a portion of the Company occurring after the date of the letter agreement but prior to the date of termination, deducting from the calculation any bonuses previously received
pursuant to this bonus arrangement. For example, if Mr. Gorsun was terminated without cause, Company assets worth $118.3 million had been sold, and he had already received a bonus for a
dividend of $0.50 per share paid to stockholders, then Mr. Gorsun would be owed a bonus of $152,000. This is calculated by determining

18

---



that
a dividend of $118.3 million would equal $0.75 per share, and after subtracting out the bonus related to the $0.50 dividend, the calculation is 160% times $380,000 times 0.25.

In
Mr. Gorsun's Executive Agreement, as amended by the Letter Agreement, "cause" is determined by MRV and defined as his (a) willful failure to perform the material duties
of his position after receiving written notice of such failure and being given reasonable opportunity to cure such failure; (b) willful misconduct injurious to the Company; or
(c) conviction of, or plea ofnolo contendereto, a felony or any other crime involving moral turpitude; subject to a good faith provision. "Good
reason" is defined as: (x) a material diminution in Mr. Gorsun's duties or responsibilities; (y) a reduction in his base salary by greater than 15%; or (z) in any year a
reduction in the target ratio of his annual short-term incentive compensation, bonus or other such payments to base compensation greater than 15%; or a change in the method of calculation
of his annual short-term incentive compensation, bonus or other such payments that results in a reduction of this target annual short-term incentive compensation, bonus or
other such payments to base compensation greater than 15%, unless such reductions are due to an increase in base compensation (subject to notice and cure provisions). In the Letter Agreement,
Mr. Gorsun waived any ability to assert termination for good reason pursuant to the revised compensation arrangement set forth in the Letter Agreement. A "change of control" is defined as:
(i) the acquisition by any person, other than the Company or other related entities, of beneficial ownership of 50% or more of the combined voting power of the Company's then outstanding voting
securities; (ii) the purchase of a majority of the shares of Common Stock of the Company under a tender or exchange offer, other than an offer by the Company or other related entities; or
(iii) completion of an merger, liquidation or dissolution of the Company, or the sale of all or substantially all of its assets, in each case that does not result in MRV retaining direct or
indirect control of the entity.

Painter Letter Agreement.The Company also entered into a letter agreement with Ms. Painter on February 8, 2012 that,
among other
things, set her annual base salary at $272,435 and provided her with a replacement bonus arrangement which is identical to the bonus arrangement described above for Mr. Gorsun.

Executive Severance Agreements.In May 2010, Mr. King and Mmes. Painter and Tuller entered into executive severance
agreements with us that
provide for their continued dedication, loyalty and service. The severance agreements provide for a lump sum payment equal to one year base salary upon termination by MRV without "cause" or by the
executive for "good reason," and payment of a pro-rated bonus based on the portion of the year worked in the year of separation, and continuation of benefits for one year. The agreements
also include, among other things, confidentiality, non-complete and non-solicitation provisions. These agreements were in place at December 31, 2011 for each of these
Named Executive Officers, but were amended or waived in part in 2012 by Ms. Painter's letter agreement and Mr. King and Ms. Tuller's Separation and Transition Agreements discussed
below.

"Cause"
and "good reason" have the same definitions in the agreements for Mr. King and Mmes. Painter and Tuller, as described above in Mr. Gorsun's executive agreement,
with the exception that the severance agreements' "good reason" definition includes a requirement by MRV that the executives, without their consent, be based at a location more than 50 miles from
their principal work location on the date of the request.

King and Tuller Employment and Separation and Transition Agreements.In addition to the executive severance agreements,
Mr. King and
Ms. Tuller entered into customary employment agreements with us in July 2009 and December 2008, respectively, that set forth their title at that time, duties, compensation, and other standard
terms. In January 2012, each of Mr. King and Ms. Tuller entered into Separation and Transition Agreements with us, allowing for the transition of their duties to their successors, and
the completion of the filing of the Company's 2011 Form 10-K with the SEC. The agreements provided that Mr. King and Ms. Tuller receive separation payments equal to
$350,000 and $308,800, respectively, payable within 60 days of their separation date, and health and welfare benefits

19

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up
to one year. They met the conditions precedent for payment of the separation benefits, which were remaining employed through the later of March 30, 2012 and the filing of the 2011
Form 10-K with the SEC. Per Ms. Tuller's agreement, she also received accelerated vesting of an approximately $40,000 bonus payment related to the November 2011 special
dividend to stockholders. The separation payments and benefits were further subject to their execution of a general release, their resignation from various subsidiary boards of directors and other
fiduciary positions, and various covenants, including confidentiality, non-solicitation, non-compete and non-disparagement.

Singh Severance Agreement.We entered into a Separation and Release Agreement with Mr. Singh, our Chief Executive Officer
from July 2010 to
December 2011, on December 5, 2011. The agreement governed the terms of his resignation from MRV and from all other positions arising from or relating to his employment effective as of the date
of the agreement. The agreement provided for a separation payment in two installments aggregating $460,000, with $60,000 paid on or prior to December 31, 2011, and the remaining $400,000 paid
in January 2012. The payments were contingent upon his agreement to a mutual general release and non-disparagement provision. In addition, Mr. Singh agreed to remain available
through January 31, 2012, as requested by the Company, to assist with the transition. Mr. Singh retained his stock options, which expire four years from his separation date, however he
has no further rights with respect to any loss of value of the options if any future dividends are declared, and he had no further claim to a cash bonus that would have vested in November 2012 related
to a special dividend paid to stockholders in November 2011.

Potential Payments upon Termination or Change of Control

Gorsun Executive Agreement.In accordance with his executive agreement, Mr. Gorsun will receive a lump sum payment equal to
six months base
salary and payment of premiums of COBRA or its equivalent for 12 months upon termination by the Company without cause or by him for good reason. Upon his termination by the Company without
cause or by him for good reason in the 12-month period following a change of control of the Company, Mr. Gorsun shall receive a lump sum payment equal to 12 months base
salary and payment of premiums of COBRA or its equivalent for 12 months. For purposes of the tables below, Mr. Gorsun had not yet been promoted to the role of Chief Executive Officer and
had not yet entered into the Letter Agreement
with the Company. Therefore, his separation from service and payments upon a change of control were tied to a separation of service or change of control of MRV Boston, not the Company.

Separation
from Service without Cause or for Good Reason (occurring on December 31, 2011)

Six months base salary

$
115,000One year COBRA or equivalent

$
1,244Total estimated payments:

$
116,244


Separation
from Service during the one-year period following a Change of Control (occurring on December 31, 2011)

One year base salary

$
230,000One year COBRA or equivalent

$
1,244Total estimated payments:

$
231,244


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Additional
payments upon a Change of Control of MRV Boston regardless of termination of employment (occurring on December 31, 2011)

One year base salary

$
230,000Acceleration in full of unvested stock options

$
234,204Total estimated payments:

$
464,204


Executive Severance Agreements.Pursuant to severance agreements for Mr. King and Mmes. Painter and Tuller entered into
with the Company, each
of the Named Executive Officers would receive a lump sum payment equal to one year base salary upon his or her termination by MRV without cause or by the executive for good reason, payment of a
pro-rated bonus based on the number of months worked in the year of separation, and continuation of benefits for one year. They do not receive any special benefits or compensation upon a
change of control other than the acceleration of stock options which all employees receive.

Separation
from Service without Cause or for Good Reason (occurring on December 31, 2011)

Chris King

Jennifer Hankes
Painter

Blima TullerOne year base salary

$
246,100

$
236,900

$
217,600Pro rated bonus (1)

$


$


$
Estimation of one year of benefits (2)

$
15,251

$
5,879

$
15,261Total estimated payments:

$
261,351

$
242,779

$
232,851


(1)Payments
of cash bonuses under the Incentive Compensation Plan are earned on December 31 of a given year, and are therefore otherwise payable in
full. The bonuses earned under the Incentive Compensation Plan by the executives in 2011 were: Mr. King, $151,930; Ms. Painter, $142,140; and Ms. Tuller, $130,556.(2)The
estimated benefits amounts are calculated by reference to the amounts paid by MRV in 2011.


As
of December 31, 2011, no payments would be due upon a termination of employment under the letter agreements entered into with Mr. Gorsun and Ms. Painter as these
were not entered into until February 2012. Further, even if they had been in place at December 31, 2011, there had been no sale of assets or return of value to stockholders outstanding which
would have qualified them for any bonus payments under the letter agreements upon a separation from service without cause or for good reason.

Compensation of Non-Employee Directors

Our compensation program for non-employee directors is designed to achieve the following goals: compensation should fairly
pay directors for work required for a company of MRV's size and scope; compensation should align directors' interests with the interest of our stockholders; and the structure of the compensation
should be simple, transparent and easy to understand.

Cash Compensation.In November 2010, the Board of Directors approved a compensation arrangement for non-employee directors. The
annual
cash retainer fee for all non-employee directors was set at $42,000, with no per meeting fees. All non-Chair committee members receive an annual $4,000 cash retainer fee per
committee, while the Chairs of the committees receive the following annual cash retainer fees: Audit Committee Chair, $10,000; Compensation Committee Chair, $7,000; and Nomination and Governance
Committee Chair, $6,000. The Chair of the Board receives an additional annual cash retainer fee of $100,000 for his services, and with the appointment of Mr. Pons to the role of
Vice-Chairman in January 2012, an additional $100,000 annual cash retainer fee was provided to the

21

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Vice-Chairman
as well. The cash retainer fees are paid in quarterly installments, and are prorated as appropriate based upon the dates and capacities in which each individual
non-employee director serves.

Equity Compensation.The compensation arrangement for non-employee directors approved in November 2010 included an equity
compensation
component as well as a cash retainer fee component. Each of the non-employee directors receives an equivalent of $50,000 of equity each year, which amount they can elect to receive in
stock options or restricted stock, with a maximum of 50% election in restricted stock. The grant date for the equity issuances is set for June 1 of each year. The number of shares to be
received in stock options is determined by using the Black-Scholes valuation method, the number of shares of restricted stock is determined by using the closing price of MRV's Common Stock on the
valuation date, and the valuation date is set at three business days prior to the grant date. The stock options and restricted stock each vest in full upon the earlier of one year from date of grant
or a change of control, as defined in our 2007 Omnibus Incentive Plan. The stock options have an exercise price equal to the closing price of the Company's Common Stock on the date of grant.

In
January 2012, the Board of Directors concluded that its Chairman and Vice-Chairman had made significant contributions, and would be expected to provide extensive services
to the Company in light of the Board and management transition and the strategic processes the Board is overseeing. Therefore, the Board provided a one-time grant of 175,000 shares of
restricted stock to each of Messrs. Traub and Pons. These grants held the same terms as the annual director restricted stock grants, with vesting in full upon the earlier of one year from the
date of grant or a change of control. The next applicable grant date for the restricted stock was February 1, 2012, and the closing price of MRV's Common Stock on that date was $0.97 per share.

In
November 2009, the Board provided all of its directors the ability to elect to receive stock options in lieu of payment of the cash compensation or restricted stock grants described
above and this election is currently still available to directors upon request. The equivalent stock options are valued pursuant to the Black-Scholes valuation method, and are granted on the same date
as the annual grant of stock options to Board members. The stock option grants in lieu of payment for cash compensation are granted annually in advance. For the directors who elected equivalent stock
options instead of cash fees or restricted stock, the Black-Scholes valuation used to convert cash to stock options was $0.98 per share for the June 1, 2011 grant.

Director Compensation Table

The following table summarizes the compensation of our non-employee directors in fiscal year 2011. Mr. Singh, a
former Chief Executive Officer and director for MRV, was compensated as a full-time employee during his tenure and he received no additional compensation for his service as a director.
Information regarding the compensation awarded to Mr. Singh is reported in the Summary Compensation Table and related executive compensation tables of this Item 11 Executive

22

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Compensation.
Mr. Tongue is not included in this table as he did not begin his directorship until February 2012.

Name

Fees Earned
or Paid
in Cash (1)

Stock
Awards
($) (2)

Option
Awards
($) (3)(4)

All Other
Compensation ($) (5)

Total ($)Kenneth H. Traub

$
10,302

$
15,927

$
15,896

$


$
42,125Robert M. Pons

$
9,478

$
15,927

$
15,896

$


$
41,301Charles M. Gillman

$


$


$
91,042

$
8,686

$
99,728Igal Shidlovsky

$
48,000

$
24,467

$
23,709

$
67,438

$
163,615Joan E. Herman

$
50,412

$
24,467

$
23,709

$
12,337

$
110,926Michael E. Keane

$
52,000

$
16,312

$
31,611

$
7,878

$
107,801Michael J. McConnell

$
46,618

$


$
47,418

$
2,751

$
96,787Kenneth H. Shubin Stein

$


$


$
189,670

$
258,910

$
448,580Philippe Tartavull

$
68,986

$
24,467

$
23,709

$
10,442

$
127,604


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Item 12.   Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

The following table sets forth information with respect to each holder known to MRV to be the beneficial owner of 5% or more of the
outstanding shares of Common Stock as of March 30, 2012.

Name and Address of Beneficial Owner

Amount and Nature of
Beneficial Ownership

Percent of
Class (1)Raging Capital Management, LLC
William C. Martin
254 Witherspoon Street
Princeton, New Jersey 08542


25,427,103
(2)

16.1
%


---

Beneficial Ownership of Common Stock by Directors  and Named Executive Officers and Adoption of Stock Ownership Guidelines

We encourage our directors, officers and employees to own our Common Stock, as we believe that owning Common Stock aligns their
interest with the interests of our stockholders. To emphasize this point, the Board of Directors implemented stock ownership guidelines in November 2011 for its directors and officers. The guidelines
require directors to hold equity in MRV with a value equal to three times their annual cash retainer prior to being able to sell shares issued upon exercise of stock options, restricted shares or
other equity grants received after the date of implementation of the policy. Our Chief Executive Officer must hold equity in MRV with a value equal to five times his annual base salary, executive vice
presidents and above (including the Chief Financial Officer and presidents of our divisions) are required to hold three times their annual base salaries, and senior vice presidents and vice presidents
are required to hold equity with a value equal to two times their annual base salaries, prior to being able to sell shares issued upon exercise of stock options, restricted shares or other equity
grants received after the date of implementation of the policy. After directors and officers obtain the threshold stock ownership amounts, they may sell up to 40% of their shares issued upon exercise
of stock options, restricted shares and other equity grants received after the date of implementation of the policy. The policy includes a hardship provision for appropriate circumstances.

24

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The
following table summarizes the number of shares of Common Stock beneficially owned by our Named Executive Officers, by our directors and by our directors and executive officers as a
group as of March 30, 2012. This table is based on information provided by our officers and directors.

Name of Beneficial Owner

Amount and Nature of
Beneficial Ownership (1)(2)

Percentage
Ownership (3)Named Executive OfficersBarry Gorsun (4)


76,500


*Jennifer Hankes Painter


83,867


*Chris King (5)


110,682


*Blima Tuller (5)


35,000


*Dilip Singh


1,750,000


1.1
%Non-management DirectorsKenneth H. Traub


197,131


*Robert M. Pons


193,961


*Charles M. Gillman (6)


4,058,838


2.6
%Igal Shidlovsky


372,288


*Glenn Tongue (7)


6,938,737


4.4
%Directors and executive officers as a group (11 persons)


13,817,004


8.5
%


---

25

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Information
regarding the Company's securities that are issuable under stockholder-approved and non-stockholder approved plans is set forth in Item 5 Market for
the Company's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities of the Original Filing.

Item 13.    Certain Relationships and Related Transactions, and Director Independence.

Relationships of Officers and Directors

Pursuant to the Audit Committee Charter, it is the responsibility of the Audit Committee to review and approve all related party
transactions. While there is no formal policy regarding the standards to be applied by the Audit Committee in determining whether to approve or disapprove related party transactions, in determining
whether a proposed related party transaction is in the best interests of the Company and whether to approve or disapprove the transaction, the Audit Committee will generally consider, among other
factors, the terms that it believes would be available to the Company in an arms' length transaction with an unrelated third party. In particular, the Audit Committee has historically required that
the terms of the transaction be no less favorable to the Company than those available from an unaffiliated third party and that the Company would be expected to obtain a consistent or more favorable
result than it would in an arms' length transaction with an unrelated third party. In applying this standard, the Committee also considers whether the transaction would be conducted differently than
it would be with an unrelated third party. Other factors that may be considered by the Committee in making such determination include the benefit of the transaction to the Company (including the cost,
nature, quantity and quality of the goods or services involved), and the terms, conditions and circumstances of the transaction. In making such determination, the Committee relies on information
provided to it by Company management as well as the general knowledge and experience of Committee members.

There
were no transactions or series of transactions in 2011, or subsequently, in excess of $120,000 regarding related persons as defined by the rules and regulations promulgated under
the Exchange Act, with the exception that on January 20, 2012, the Company entered into a settlement agreement with T2 Partners LLC ("T2 Partners"), which is 50 percent owned by
Mr. Tongue, and paid T2 Partners $200,000 to settle a dispute with the Company. The Board of Directors appointed Mr. Tongue to the Board on February 23, 2012.

Director Independence

The Board of Directors has determined that each member of the current Board of Directors and of each committee meets the standards of
independence under the Governance Policies and the rules of the Nasdaq Stock Market, LLC. During the 2011 fiscal year, each of the members of the Board of Directors and each committee also met
these standards except for Mr. Singh who served as our Chief Executive Officer from July 2010 to December 2011.

Item 14.    Principal Accountant Fees and Services.

The Audit Committee's policy and procedure is to pre-approve all audit and permissible non-audit related
services provided by the independent registered public accounting firm. These services may include audit services, audit-related services, tax services and other services. Pre-approval is
generally

26

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provided
for up to one year and any pre-approval is detailed as to the particular service or category of services and generally subject to a specific budget. The policy authorizes the
Audit Committee to delegate to one or more of its members pre-approval authority with respect to permitted services.

The
independent registered public accounting firm and management are required to periodically report to the Audit Committee regarding the extent of services provided by the independent
registered public accounting firm in accordance with this pre-approval, and the fees for the services performed through the date of the auditor's periodic report. The Audit Committee may
also pre-approve particular services on a case-by-case basis. The Audit Committee approved 100% of the professional services for the Audit, Audit-Related, Tax and
Other Fees indicated below for the years ended December 31, 2011 and 2010.

Ernst &
Young LLP has been the principal independent registered public accounting firm for the audit of our annual financial statements and review of financial statements
included in our Quarterly Reports on Form 10-Q. The following is a summary of the fees Ernst & Young billed to the Company for services rendered for the years ended
December 31, 2011 and 2010 relating to continuing operations:

Fee Category

2011

2010Audit Fees

$
2,555,407

$
2,669,224Audit-Related Fees


25,000


246,002Tax Fees


934,789


452,501All Other Fees





Total

$
3,515,196

$
3,367,727


The
preceding table includes $815,756 and $176,510 for audit fees related to discontinued operations and for consultations related to discontinued operations for the years ended
December 31, 2010 and 2011, respectively. In addition, the table includes $9,589 for tax fees related to discontinued operations for the year ended December 31, 2010. On
October 26, 2010, we sold all of the issued and outstanding capital stock of Source Photonics, Inc. and Source Photonics Santa Clara, Inc. In addition, on January 7, 2010,
we divested our 90% ownership in EDSLan, S.p.A. While we divested TurnKey in May 2011, the subsidiary did not use Ernst & Young as its auditors. On March 29, 2012, we sold all of
the issued and outstanding capital stock of CES Creative Electronic Systems S.A.

Audit Fees.This category includes fees billed for professional services rendered for the audits of our consolidated financial
statements and
internal control over financial reporting and review of the interim consolidated financial statements included in quarterly reports and services normally
provided, primarily by Ernst & Young, in connection with statutory and regulatory filings or engagements.

Audit-Related Fees.This category includes fees billed for assurance and related services that are reasonably related to the performance
of the audit
or review of our consolidated financial statements and are not reported under "Audit Fees." These services include consultations in connection with acquisitions and divestitures, attest services that
are not required by statute or regulation, internal control reviews, and consultation concerning financial accounting and reporting matters.

Tax Fees.This category includes fees billed for professional services for tax compliance, tax advice and tax planning.

All Other Fees.This category includes fees for products and services other than those reported in the Audit Fees, Audit-Related Fees,
or Tax Fees
categories above.

The
Audit Committee has determined that the rendering of the non-audit services by Ernst & Young LLP is compatible with maintaining Ernst &
Young LLP's independence.

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PART IV

Item 15.    Exhibits and Financial Statement Schedules.

Exhibit No.

Description31.1

Certification of the Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith)31.2

Certification of the Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith)


28

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Exchange Act, the Registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.

MRV Communications, Inc.By:Date: April 27, 2012

/s/ BARRY GORSUN Barry Gorsun Chief Executive Officer


Pursuant
to the requirements of the Exchange Act, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

Principal Executive Officer:Date: April 27, 2012

/s/ BARRY GORSUN Barry Gorsun Chief Executive OfficerPrincipal Financial and Accounting Officer:Date: April 30, 2012

/s/ STEPHEN GARCIA Stephen Garcia Chief Financial Officer


All
of the members of the Board of Directors: Kenneth H. Traub (Chairman), Robert M. Pons (Vice-Chairman), Charles M. Gillman, Igal Shidlovsky and Glenn Tongue.

By:Date: April 30, 2012

/s/ JENNIFER HANKES PAINTER Jennifer Hankes Painter As Attorney-in-fact


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