Exhibit 10.8  NOTICE OF GRANT OF NON-QUALIFIED
STOCK OPTION AWARD  MRV COMMUNICATIONS, INC.
2007 OMNIBUS INCENTIVE PLAN  FOR
GOOD AND VALUABLE CONSIDERATION, MRV Communications, Inc. (the Company)
hereby grants, pursuant to the provisions of the Companys 2007 Omnibus
Incentive Plan (the Plan), to the Participant designated in this Notice of
Grant of Non-Qualified Stock Option Award (the Notice) an option to purchase
the number of shares of the common stock of the Company set forth in the Notice
(the Shares), subject to certain restrictions as outlined below in this
Notice and the additional provisions set forth in the attached Terms and
Conditions of Stock Option Award (collectively, the Agreement).  Also enclosed is a copy of the information
statement describing important provisions of the Plan.  Section references herein refer to the
attached Terms and Conditions of Stock Option Award.  Optionee:  Date
  of Grant:
  Type
  of Option: Non-Qualified Stock OptionExercise
  Price per Share:
  $
  Expiration
  Date:Total
  Number of Shares Granted:
  Total
  Exercise Price:
  $  Vesting Schedule:  [1/4 vesting on each of the first, second, third and
fourth anniversaries of the date of the grant]  Vesting
is accelerated in full upon a Change in Control under Section 2(c).  Exercise
After Termination of Employment: Termination of
Employment for any reason: any non-vested portion of the Option
expires immediately;  Termination
of Employment due to death or Disability: vested portion of the Option is exercisable by the
Optionee (or, in the event of the Optionees death, the Optionees Beneficiary)
for one (1) year after the Optionees Termination;  Termination
of Employment for any reason other than death or Disability: vested portion of the Option is
exercisable for a period of thirty (30) days following the Optionees
Termination.  This
Option shall not be exercised after the Expiration Date as provided above,
unless extended under Section 2(a).  By signing below, the
Optionee agrees that this Non-Qualified Stock Option
Award is granted under and governed by the terms and conditions of
the Companys 2007 Omnibus Incentive Plan and the attached Terms and
Conditions.  Participant
  MRV Communications, Inc.By:Title:Date:
  
  
  Date:  1


TERMS
AND CONDITIONS OF NON-QUALIFIED STOCK OPTION AWARD  I.AGREEMENT  1.Grant of Option.  The Option granted to the Optionee and
described in the Notice of Grant is subject to the terms and conditions of the
Plan, which is incorporated by reference in its entirety into these Terms and
Conditions of Stock Option Award.  The Board of Directors of the Company has authorized
and approved the 2007 Omnibus Incentive Plan (the Plan), which has been
approved by the Companys stockholders. 
The Committee has approved an award to the Optionee of an option to
purchase a number of shares of the Companys common stock, conditioned upon the
Optionees acceptance of the provisions set forth in the Notice and these Terms
and Conditions within 30 days after the Notice and these Terms and Conditions
are presented to the Optionee for review. 
For purposes of the Notice and these Terms and Conditions, any reference
to the Company shall include a reference to any Subsidiary.  The Company intends that this Option not be
considered to provide for the deferral of compensation under Section 409A of
the Code and that this Agreement shall be so administered and construed.  Further, the Company may modify the Plan and
this Award to the extent necessary to fulfill this intent.  2.Exercise of
Option.  (a)Right to Exercise.  This Option shall be exercisable, in whole or
in part, during its term in accordance with the Vesting Schedule set out in the
Notice of Grant and with the applicable provisions of the Plan and this Option
Agreement.  No Shares shall be issued
pursuant to the exercise of an Option unless the issuance and exercise comply
with applicable laws.  Assuming such
compliance, for income tax purposes the Shares shall be considered transferred
to the Optionee on the date on which the Option is exercised with respect to
such Shares.  The Committee may, in its
discretion, (i) accelerate vesting of the Option or (ii) extend the applicable
exercise period, to the extent permitted under Section 6.03(c) of the Plan.  (b)Method of Exercise.  The Optionee may exercise the Option by
delivering a written exercise notice in a form approved by the Company (or by
such other method as the Company may establish from time to time and so
instruct the Optionee as to use) (the Exercise Notice) which shall state the
election to exercise the Option, the number of Shares with respect to which the
Option is being exercised, and such other representations and agreements as may
be required by the Company.  The Exercise
Notice shall be accompanied by payment of the aggregate Exercise Price as to
all Shares exercised consistent with Section 3. 
This Option shall be deemed to be exercised upon receipt by the Company
of such fully executed Exercise Notice accompanied by the aggregate Exercise
Price.  (c)Acceleration of Vesting on Change in Control.  Subject to the exception contained in Section
6.05 of the Plan, in the event of a Change in Control, all Options outstanding
on the date of the Change in Control that have not previously vested or
terminated under the terms of this Agreement shall be immediately and fully
vested and exercisable.  3.Method of
Payment.  If the Optionee elects to
exercise the Option by submitting an Exercise Notice under Section 2(b) of this
Agreement, the aggregate Exercise Price (as well as any applicable withholding
or other taxes) shall be paid by cash or check; provided, however,  2


that the Committee may consent, in its discretion, to payment in any of
the following forms, or a combination of them, when such payment is made
consistent with Section 6.04 of the Plan:  (a)cash or check;  (b)consideration received by the Company under a formal
cashless exercise program adopted by the Company in connection with the Plan;  (c)surrender of other Shares owned by the Optionee
which have a Fair Market Value on the date of surrender equal to the aggregate
Exercise Price of the Exercised Shares and any applicable withholding, provided, however,that the Optionee may not transfer any
fractional Share in satisfaction of the Exercise Price; or  (d)any other consideration that the Committee deems
appropriate and in compliance with applicable law.  4.Restrictions on
Exercise.  This Option
may not be exercised until such time the issuance of the Shares upon exercise
or the method of payment of consideration for those Shares would not constitute
a violation of any applicable law or regulation, including until such time as
the Shares reserved for issuance under the Plan have been registered by the
Company under the Securities Act, unless the Optionee provides an opinion of
counsel reasonably satisfactory to the Company that registration under the
Securities Act is not required.  5.Non-Transferability
of Option.  This Option
may not be transferred in any manner otherwise than by will or by the laws of
descent or distribution and may be exercised during the lifetime of the
Optionee only by the Optionee, and may be exercised by the Optionees
Beneficiary to the extent provided under the Plan following the death of the
Optionee; The terms of the Plan and this Option Agreement shall be binding upon
the executors, administrators, heirs, successors and assigns of the Optionee.  6.Term of Option.  This Option may be exercised only within the
term set out in the Notice of Grant, and may be exercised during such term only
in accordance with the Plan and the terms of this Option Agreement.  7.Withholding.  (a)The Committee shall
determine the amount of any withholding or other tax required by law to be
withheld or paid by the Company with respect to any income recognized by the
Optionee with respect to the Option Award.  (b)The Optionee shall be required to meet any
applicable tax withholding obligation in accordance with the provisions of Section
11.05 of the Plan.  (c)Subject to any rules prescribed by the Committee,
the Optionee shall have the right to elect to meet any withholding requirement (i)
by having withheld from this Award at the appropriate time that number of whole
shares of common stock whose fair market value is equal to the amount of any
taxes required to be withheld with respect to such Award, (ii) by direct
payment to the Company in cash of the amount of any taxes required to be
withheld with respect to such Award or (iii) by a combination of shares and
cash.  3


8.Defined Terms.  Capitalized terms used but not defined in the
Notice and these Terms and Conditions shall have the meanings set forth in the
Plan, unless such term is defined in the Optionees Employment Agreement.  Any terms used in the Notice and these Terms
and Conditions, but defined in the Optionees Employment Agreement are
incorporated herein by reference and shall be effective for purposes of the Notice
and these Terms and Conditions without regard to the continued effectiveness of
the Employment Agreement.  9.Optionee
Representations.  The
Optionee hereby represents to the Company that the Optionee has read and fully
understands the provisions of the Notice, these Terms and Conditions and the
Plan and the Optionees decision to participate in the Plan is completely
voluntary.  Further, the Optionee
acknowledges that the Optionee is relying solely on his or her own advisors
with respect to the tax consequences of this stock option award.  10.Regulatory Limitations on Exercises.  Notwithstanding the other provisions of this
Option Agreement, no option exercise or issuance of Shares pursuant to this
Option Agreement shall be effective if (i) the shares of Common Stock reserved
under the Plan are not subject to an effective registration statement at the
time of such exercise or issuance, or otherwise eligible for an exemption from
registration, or (ii) the Company determines in good faith that such exercise
or issuance would violate any Company policy or applicable securities or other
law or regulation.  11.Miscellaneous.  (a)Notices.  All notices, requests, deliveries, payments,
demands and other communications which are required or permitted to be given
under these Terms and Conditions shall be in writing and shall be either
delivered personally or sent by registered or certified mail, or by private
courier, return receipt requested, postage prepaid to the parties at their
respective addresses set forth herein, or to such other address as either shall
have specified by notice in writing to the other.  Notice shall be deemed duly given hereunder
when delivered or mailed as provided herein.  (b)Waiver.  The waiver by any party hereto of a breach of
any provision of the Notice or these Terms and Conditions shall not operate or
be construed as a waiver of any other or subsequent breach.  (c)Entire Agreement.  These Terms and Conditions, the Notice and
the Plan constitute the entire agreement between the parties with respect to
the subject matter hereof.  (d)Binding Effect; Successors.  These Terms and Conditions shall inure to the
benefit of and be binding upon the parties hereto and to the extent not
prohibited herein, their respective heirs, successors, assigns and
representatives.  Nothing in these Terms
and Conditions, express or implied, is intended to confer on any person other
than the parties hereto and as provided above, their respective heirs,
successors, assigns and representatives any rights, remedies, obligations or
liabilities.  (e)Governing Law.  The Notice and these Terms and Conditions
shall be governed by and construed in accordance with the laws of the State of
Delaware.  4


(f)Headings.  The headings contained herein are for the
sole purpose of convenience of reference, and shall not in any way limit or
affect the meaning or interpretation of any of the terms or provisions of these
Terms and Conditions.  (g)Conflicts; Amendment.  The provisions of the Plan are incorporated
in these Terms and Conditions in their entirety.  In the event of any conflict between the
provisions of these Terms and Conditions and the Plan, the provisions of the
Plan shall control.  The Agreement may be
amended at any time by written agreement of the parties hereto.  (h)No Right to Continued
Employment.  Nothing in
the Notice or these Terms and Conditions shall confer upon the Optionee any
right to continue in the employ or service of the Company or affect the right
of the Company to terminate the Optionees employment or service at any time.  (i)Further Assurances.  The Optionee agrees, upon demand of the
Company or the Committee, to do all acts and execute, deliver and perform all
additional documents, instruments and agreements which may be reasonably
required by the Company or the Committee, as the case may be, to implement the
provisions and purposes of the Notice and these Terms and Conditions and the
Plan.  5