Exhibit
10.2


 


	
  

  	
  20415 Nordhoff Street

  
	
   

  	
  Chatsworth, California 91311

  



 


June 8, 2010


 


Mr. Dilip Singh


at the address on
file with


MRV Communications, Inc.


 


Dear Dilip:


 


The purpose of this
letter (the “Letter Agreement”)
is to acknowledge and set forth the terms and conditions of your employment
with MRV Communications, Inc., a Delaware corporation (the “Company,” which term, to the extent the context requires or is otherwise
appropriate, will also include any subsidiaries or affiliates of the
entity).  Your employment with the
Company under this Letter Agreement will commence on July 1, 2010 (the “Employment Commencement Date”).


 


1.             Position; Duties and Responsibilities; Other Activities; Location.


 


(a)           Position;
Duties and Responsibilities.  While you are employed by
the Company, you will serve on an interim basis as the Chief Executive Officer
of the Company and will report to the Board of Directors of the Company (the “Board”).  You will have such duties and
responsibilities as are commensurate with your position and such other duties
and responsibilities commensurate with your position as are from time to time
assigned to you by the Board (or a committee thereof).


 


(b)           Other Activities.
While you are employed by the Company, you will devote your full business time,
energy and skill to the performance of your duties and responsibilities
hereunder, provided the foregoing will not prevent you from (1) serving as
a non-executive director on the board of directors of non-profit organizations
and, with the prior written approval of the Board, other companies, (2) participating
in charitable, civic, educational, professional, community or industry affairs
or (3) managing your and your family’s passive personal investments;
provided such activities individually or in the aggregate do not interfere or
conflict with your duties and responsibilities hereunder or create a potential
business or fiduciary conflict.


 


(c)           Location.  The Company acknowledges and agrees that you
will perform your duties and responsibilities in various geographic locations
and that your primary work location will be at your current office in Monroe,
Connecticut.  If the Company requires you
to relocate to the Company’s headquarters or another office more than 50 miles
from your current office in Monroe, Connecticut, upon 


 

















 


presentment to the
Company of appropriate documentation, the Company agrees to pay for or
reimburse you for all reasonable moving and relocation expenses and costs you
incur, the cost of roundtrip travel between your current residence and such
headquarters or office once per week, and temporary lodging costs prior to such
relocation.  In addition, if your
employment with the Company is terminated by the Company other than for Cause
(as defined below), upon presentment to the Company of appropriate
documentation, the Company agrees to pay for or reimburse you for all
reasonable moving and relocation expenses and costs you incur in connection
with your move back to Monroe, Connecticut, provided such expenses and costs
are incurred within 90 days of the date of your termination of employment.  You further acknowledge and agree that the
performance of your duties and responsibilities hereunder will require
substantial business travel, including to the Company’s other offices.


 


2.             Base Salary.  While
you are employed by the Company, the Company will pay you a base salary at the
annual rate of $500,000, in accordance with the usual payroll practices of the
Company.  Your base salary will be
reviewed annually by the Board (or a duly authorized committee thereof) and is
subject to merit increases as determined by the Board (or a duly authorized
committee thereof) in its sole discretion.


 


3.             Sign-On Stock Option Grant.


 


(a)           Grant.  The Company will recommend to the Board (or a
duly authorized committee thereof) that the Company grant to you on the
Employment Commencement Date (or if such date is not a Nasdaq trading day, then
the first Nasdaq trading day immediately following such date) (the “Grant Date”), a non-qualified stock
option (the “Option”) to purchase 1,750,000
shares of the Company’s common stock, par value $0.0017 (the “Common Stock”).  The Option will be granted pursuant to the
MRV Communications, Inc. 2007 Omnibus Incentive Plan (the “2007 Plan”) or, if all or a portion
of the Option is not permitted to be granted under the 2007 Plan for any
reason, pursuant to another shareholder-approved equity plan or a
non-shareholder approved arrangement, in which case the terms and conditions of
the Option granted pursuant to such non-shareholder approved arrangement will
be identical to those of the 2007 Plan (except that the Option will not be
granted under the 2007 Plan) (the “Incentive Plan”).  The Option will have an exercise price equal
to the fair market value (as defined in the 2007 Plan) of the Common Stock on
the Grant Date and will be for a term of ten years, subject to earlier
termination as provided in the Incentive Plan or herein.  You and the Company agree that the granting
of the Option is an inducement material to your decision to enter into this
Letter Agreement and accept employment with the Company.


 


(b)           Vesting.  Subject to accelerated vesting as set forth
in this Letter Agreement, the Option will vest and become exercisable
immediately prior to the 


 


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close of business on June 30,
2011 (the “Vesting Date”), provided that
you remain continuously employed by the Company through such date.  If, prior to the Vesting Date, (1) your
employment with the Company is terminated by the Company other than for Cause
or (2) a Change in Control (as defined in the 2007 Plan) occurs, the
Option will be fully vested and exercisable. 
In the event of your termination of employment (other than by the
Company for Cause), if the Option has vested, the Option will remain
exercisable until the earliest of the expiration of the Option term or the
fourth anniversary of the date of your termination of employment.  Any unexercised portion of the Option will be
forfeited in its entirety (whether vested or unvested) in the event of your
termination of employment by the Company for Cause.  For purposes of this Letter Agreement, “Cause” means (i) your willful
misconduct or gross negligence which, in the good faith judgment of the Board,
has a material adverse impact on the Company (either economically or on its
reputation); (ii) your conviction of, or pleading of guilty or nolo contendere to, a felony (or equivalent outside of the
United States) or any crime involving fraud or material dishonesty; (iii) your
failure to attempt in good faith to perform your duties or to follow the legal
direction of the Board, which failure is not remedied within 30 days of written
notice from the Board specifying the details thereof; and (iv) any other
material breach by you of this Letter Agreement, the Company’s written code of
conduct, written code of ethics or other written policy that is not remedied
within 30 days of written notice from the Board specifying the details thereof.


 


(c)           Other Terms.  The Option will be subject to all of the
terms and conditions of, the Incentive Plan and the form of stock option
agreement used for similarly situated executives of the Company, to the extent
not contrary to the terms of this Letter Agreement.  The Option will include a cashless exercise
feature.


 


(d)           Registration.  The shares of Common Stock underlying the
Option will be timely registered on a Form S-8.


 


4.             Benefits and Fringes.


 


(a)           General.  While you are employed by the Company, you
will be entitled to such benefits and fringes, if any, as are generally
provided from time to time by the Company to similarly situated executives at a
level commensurate with your position, subject to the satisfaction of any
eligibility requirements.  In lieu of
coverage under the Company’s group health plan, the Company will pay you a
monthly amount equal to the employer portion of the premium cost the Company
would have paid on your behalf if you were covered by the Company’s group
health plan for you to obtain health insurance for you and your eligible
dependents.  Notwithstanding the
foregoing, the Company may modify or terminate any employee benefit plan at any
time.


 


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(b)           Vacation.  You will also be entitled to annual paid
vacation in accordance with the Company’s vacation policies in effect from time
to time, but in no event less than four weeks per calendar year (as prorated
for partial years), which vacation may be taken at such times as you elect with
due regard to the needs of the Company and provided that at all times you are
reasonably reachable by the Company.


 


(c)           Reimbursement
of Business and Entertainment Expenses.  Upon presentation of appropriate
documentation, you will be reimbursed in accordance with the Company’s expense
reimbursement policy in effect from time to time (including, without
limitation, expense verification policies) for all reasonable and necessary
business and entertainment expenses incurred in connection with the performance
of your duties and responsibilities hereunder.


 


5.             Termination of Employment.


 


(a)           General.  Your employment under this Letter Agreement
will begin on the Employment Commencement Date and end on June 30, 2011
(the “End Date”), unless extended by
mutual agreement of the parties.  At all
times, your employment with the Company is “at-will” which means that
employment with the Company may be terminated at any time by either you or the
Company for any reason (or no reason) upon 45 days’ advanced written notice to
the other party; provided, however, that in the
event that you give notice of termination to the Company, the Company may, in
its sole discretion, make such termination effective earlier than any notice
date; provided, further, that the Company may
terminate your employment immediately upon written notice to you of a
termination for Cause (provided that you have first been provided the
opportunity to cure an event as provided in the definition of Cause set forth
in paragraph 3(b)).  Your employment will
automatically terminate on the date of your death.  The Option will be fully vested upon the End
Date if you are employed on the End Date, whether or not this Letter Agreement
is extended.


 


(b)           Resignations.  Upon termination of your employment for any
reason, you agree to immediately resign from (1) all boards of directors,
committees and officer or other positions of the Company and (2) all
fiduciary positions (including as trustee) you hold with respect to any pension
plans or trusts established by the Company.


 


(c)           Payment of Accrued Amounts.  Upon termination of your employment for any
reason, except as provided in paragraph 5(d), the Company will have no
obligations to you under this Letter Agreement other than to pay or provide, to
the extent not theretofore paid or provided, (1) any accrued and unpaid
base salary through the date of your termination of employment in accordance
with the Company’s payroll practices, (2) any accrued but unused vacation
in 


 


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accordance with Company
policy, (3) reimbursement for any unreimbursed business and entertainment
expenses incurred through the date of your termination of employment in
accordance with Company policy, and (4) any other amounts and benefits you
are entitled to receive under law or under any employee benefit plan or
program, or equity plan or grant in accordance with the terms and provisions of
such plans, programs, equity plan and grants (collectively, “Accrued Benefits”).


 


(d)           Payment of Severance.  Subject to paragraph 5(e), on the 55th day
following the date of your termination of employment by the Company without
Cause or by you for Good Reason (as defined below) prior to the End Date (or
the first business day thereafter), the Company will pay you a lump sum payment
equal to the greater of (1) the sum of the remaining base salary you would
have otherwise been entitled to receive from the date of your termination of
employment through the End Date and (2) $125,000.  For purposes of this Letter Agreement, “Good Reason” means, without your
prior consent, (i) a material diminution in your duties or
responsibilities, (ii) a material diminution in your base salary, or (iii) any
material breach by the Company of a material provision of this Letter Agreement
(including, for the avoidance of doubt, the failure of the Company to grant the
Option in accordance with the provisions of paragraph 3(a)); provided, however, that an event shall only constitute Good
Reason if you have given the Company written notice within 90 days following
the first occurrence of the event constituting Good Reason setting forth the
circumstances alleged to constitute Good Reason and 45 days to cure the event
alleged to constitute Good Reason.  If
the Company does not timely and reasonably remedy the event you allege constitutes
Good Reason and agrees that the event constitutes Good Reason, then your
termination of employment will be effective on the 45th day following the date
you delivered notice to the Company specifying the event alleged to constitute
Good Reason.  You will have no duty to
mitigate damages upon termination of your employment.  The severance payment provided in this
paragraph 5(d) is in lieu of any termination or severance payments for
which you may be eligible under any of the plans, policies or programs of the
Company (except for Accrued Benefits and the relocation benefits provided for
in paragraph 1(c)).


 


(e)           Release Required.  The amount payable pursuant to paragraph 5(d) shall
only be payable if you deliver to the Company and do not revoke a general release
of all claims related to the Company and its past and present officers,
directors, employees and stockholders in such form and substance satisfactory
to the Company and such general release becomes irrevocable within 55 days the
date of your termination of employment; provided, however,
that, such release will not include a waiver of any rights you may have (1) to
Accrued Benefits, (2) under any outstanding equity grant, (3) to
enforce your rights under 


 


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this Letter Agreement, (4) as
a stockholder of the Company, if applicable, and (5) to indemnification
and directors and officers liability insurance coverage under paragraph 11.


 


6.             Contingent
Reduction of Parachute Payments. 
If there is a change in ownership or control of the Company that would
cause any payment or distribution by the Company or any other person or entity
to you or for your benefit (whether paid or payable or distributed or
distributable pursuant to the terms of this Letter Agreement or otherwise) (a “Payment”) to be subject to the
excise tax imposed by Section 4999 of the Internal Revenue Code of 1986,
as amended (the “Code”)
(such excise tax, together with any interest or penalties incurred by you with
respect to such excise tax, the “Excise Tax”),
then you will receive the greatest of the following, whichever gives you the
highest net after-tax amount (after taking into account federal, state, local
and social security taxes): (a) the Payments or (b) one dollar less
than the amount of the Payments that would subject you to the Excise Tax (the “Safe Harbor Amount”).  If a reduction in the Payments is necessary
so that the Payments equal the Safe Harbor Amount and none of the Payments
constitutes a “deferral of compensation” within the meaning of and subject to Section 409A
(“Nonqualified Deferred Compensation”),
then the reduction shall occur in the manner you elect in writing prior to the
date of payment.  If any Payment
constitutes Nonqualified Deferred Compensation or if you fail to elect an
order, then the Payments to be reduced will be determined in a manner which has
the least economic cost to you and, to the extent the economic cost is
equivalent, will be reduced in the inverse order of when payment would have
been made to you, until the reduction is achieved.  All determinations required to be made under
this paragraph 6, including whether and when the Safe Harbor Amount is required
and the amount of the reduction of the Payments and the assumptions to be
utilized in arriving at such determination, shall be made by a certified public
accounting firm designated by the Company (the “Accounting
Firm”).  All fees and
expenses of the Accounting Firm shall be borne solely by the Company.  Any determination by the Accounting Firm
shall be binding upon the Company and you.


 


7.             Employee Covenants.


 


(a)           Confidentiality.  You agree that, while you are employed by the
Company and thereafter, you will not, directly or indirectly, use, make
available, sell, disclose or otherwise communicate to any person, other than in
the course of the good faith performance of your assigned duties and
responsibilities and for the benefit of the Company, either during the period
of your employment or at any time thereafter, any business and technical
information or trade secrets, nonpublic, proprietary or confidential
information, knowledge or data relating to the Company or its businesses, which
you will have obtained during your employment with the Company (“Confidential Information”).  Notwithstanding the foregoing, “Confidential
Information” will not apply to information that: (1)


 


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was known to the public
prior to its disclosure to you; (2) becomes generally known to the public
subsequent to disclosure to you through no wrongful act of you or any of your
representatives; or (3) you are required to disclose by applicable law,
regulation or legal process (provided that you provide the Company with prior
notice of the contemplated disclosure and reasonably cooperate with the Company
at its expense in seeking a protective order or other appropriate protection of
such information).  You also agree to
turn over all copies of Confidential Information in your control to the Company
upon request or upon termination of your employment with the Company.


 


(b)           Non-Solicitation of
Business Partners.  You
agree that, while you are employed by the Company and during the one-year
period following the Termination Date (the “Restricted Period”), you will not, either directly or indirectly,
induce, influence, persuade, solicit or attempt to induce, influence persuade,
or solicit any business partner, vendor, customer or supplier of the Company to
terminate the business relationship of such person with the Company, to
materially reduce the amount of business conducted with the Company or in any
way interfere with the relationship between any such business partner, vendor,
customer or supplier and the Company.


 


(c)           Non-Solicitation of
Employees.  You agree
that, during the Restricted Period, you will not, either directly or
indirectly, hire employees or former employees of the Company (which shall for
this purpose only include individuals employed by the Company at any point
during the six months preceding such hiring) or induce, influence, persuade,
solicit or attempt to induce, influence, persuade or solicit any employees of
the Company to leave the employ of the Company, nor will you help others to do
so, except in the good faith performance of your duties and responsibilities
hereunder.


 


(d)           Non-Disparagement.  You agree that, while you are employed by the
Company and thereafter, you will not, or encourage or induce others to,
Disparage the Company or any of its past and present officers, directors,
employees, stockholders, products or services. 
“Disparage” includes, without
limitation, making comments or statements to the press, the Company’s employees
or any individual or entity with whom the Company has a business relationship
(including, without limitation, any vendor, supplier, customer or distributor
of the Company) that could adversely affect in any manner: (1) the conduct
of the business of the Company (including, without limitation, any products or
business plans or prospects); or (2) the business reputation of the
Company, or any of its products or services, or the business or personal
reputation of the Company’s past or present officers, directors, employees or
stockholders.  Nothing herein shall
prohibit you (i) from responding truthfully to any governmental
investigation, legal process or inquiry related thereto, (ii) from 


 


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making traditional
competitive statements in the course of promoting a competitive business, so
long as any statements described in this clause (ii) do not intentionally
Disparage the Company or any of its past and present officers, directors,
employees, stockholders, products or services and are not based on Confidential
Information obtained during the course of your employment with the Company, (iii) from
making statements in the course of the good faith performance of your assigned
duties and responsibilities and for the benefit of the Company or in order to
in good faith enforce your rights under this Letter Agreement, (iv) from
rebutting untrue or misleading statements in good faith.  This paragraph is made and entered into
solely for the benefit of the Company and its successors and permitted assigns,
and no other person or entity shall have any cause of action hereunder.


 


(e)           Transition
and Other Assistance. 
During the 30 days after notice of termination of your employment has
been given (or, if shorter, during the period between the date written notice
of termination is provided pursuant to paragraph 5(a) and the effective
date of your termination of employment), you will take all actions the Company
may reasonably request to maintain the Company’s business, goodwill and
business relationships and to assist with transition matters.  In addition, upon the receipt of notice from
the Company (including outside counsel), you agree that while you are employed
by the Company and thereafter, you will respond and provide information with
regard to matters in which you have knowledge as a result of your employment
with the Company, and will provide assistance to the Company and its
representatives in the defense or prosecution of any claims that may be made by
or against the Company, to the extent that such claims may relate to the period
of your employment with the Company.  You
agree to promptly inform the Company if you become aware of any lawsuits
involving such claims that may be filed or threatened against the Company.  You also agree to promptly inform the Company
(to the extent you are legally permitted to do so) if you are asked to assist
in any investigation of the Company (or its actions), regardless of whether a
lawsuit or other proceeding has then been filed against the Company with
respect to such investigation, and will not do so unless legally required.  Upon presentment to the Company of appropriate
documentation, the Company will compensate you at your customary per diem
consulting fee in effect at the time, plus reasonable expenses, in connection
with any actions requested by the Company under this paragraph following the
termination of your employment. 
Following the termination of your employment, the Company agrees that it
will coordinate any such request for assistance with your other business or
professional commitments and responsibilities to minimize the degree to which
such request interferes with such commitments and responsibilities.


 


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(f)            Tolling.  In the event of any violation of the
provisions of this paragraph 7, you acknowledge and agree that the
post-termination restrictions contained in this paragraph 7 shall be extended
by a period of time equal to the period of such violation, it being the
intention of the parties hereto that the running of the applicable
post-termination restriction period shall be tolled during any period of such
violation.


 


(g)           Equitable
Relief.  Notwithstanding anything in this Letter
Agreement to the contrary, in the event of a breach or threatened breach by you
of the provisions of paragraph 7, you acknowledge that the Company’s remedies
at law would be inadequate
and, in recognition of this fact, you agrees that, in the event of such a
breach or threatened breach, in addition to any remedies at law, the Company,
without posting any bond, shall be entitled to obtain equitable relief in the
form of specific performance, a temporary restraining order, a temporary or
permanent injunction or any other equitable remedy which may then be available.


 


(h)           Survival
of Provisions.  The
obligations contained in this paragraph 7 will survive the termination of your
employment with the Company and will be fully enforceable thereafter.


 


8.             Representations. 
You represent and warrant to the Company that: (a) you have the
legal right to enter into this Letter Agreement and to perform all of the
obligations on your part to be performed hereunder in accordance with its
terms; (b) you are not a party to any contract, agreement or
understanding, written or oral, which could prevent you from entering into this
Letter Agreement or performing all of your duties and responsibilities hereunder;
and (c) except as previously disclosed to the Company prior to the
Employment Commencement Date, you are not a party to any agreement containing
any non-competition, non-solicitation, confidentiality or other restrictions on
your activities.  You acknowledge and
agree that: (1) you will not bring to the Company, or improperly utilize
here in your work or otherwise, any documents, memoranda, or other confidential
information or trade secrets which were produced or obtained by you during your
prior employment and (2) no such information should be discussed with or
disclosed to anyone at the Company, in connection with that person’s work or
otherwise.  You further represent and
warrant to the Company that, to the best of your knowledge, information and
belief, you are not aware of any action taken by you (or any failure to act)
that could form the basis for a breach of fiduciary duty or related claim
against you by any current or former employer.


 


9.             Assignment. 
Notwithstanding anything else herein, this Letter Agreement is personal
to you and neither this Letter Agreement nor any rights hereunder may be
assigned by you.  The Company may assign
this Letter Agreement to an affiliate or to any acquiror of all or substantially
all of the business and/or assets of the Company, in which case the term “Company”
will mean such affiliate or acquiror. 
This Letter Agreement will inure to the benefit of and be binding upon
the personal or legal 


 


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representatives, executors,
administrators, successors, heirs, distributees, devisees, legatees and
permitted assignees of the parties.


 


10.           Arbitration.  You agree that all disagreements, disputes
and controversies between you and the Company arising under or in connection
with this Letter Agreement, other than injunctive relief under paragraph 7(g),
will be settled by arbitration conducted before a single arbitrator mutually
agreed to by the Company and you, sitting in Fairfield County, Connecticut or
such other location agreed to by you and the Company, in accordance with the
Commercial Arbitration Rules of the American Arbitration Association then
in effect; provided, however, that if the Company
and you are unable to agree on a single arbitrator within 30 days of the demand
by another party for arbitration, an arbitrator will be designated by the
Boston Office of the American Arbitration Association.  The determination of the arbitrator will set
forth in writing findings of fact and conclusions of law upon which the determination
was based, and will be final and binding on you and the Company.  Each party waives right to trial by jury and
further review or appeal of the arbitrator’s ruling.  Judgment may be entered on the award of the
arbitrator in any court having proper jurisdiction.  The arbitrator will, in its award, allocate
between the parties the costs of arbitration, including the arbitrator’s fees
and expenses, in such proportions as the arbitrator deems just.  Each party shall pay its own attorneys’ fees
and expenses in connection with any such arbitration.


 


11.           Indemnification; Liability
Insurance.  The Company
hereby agrees to indemnify you and hold you harmless to the fullest extent
permitted under the by-laws of the Company in effect on the date of this Letter
Agreement against and in respect to any actual or threatened actions, suits,
proceedings, claims, demands, judgments, costs, expenses (including reasonable
attorney’s fees), losses, and damages resulting from the good faith performance
of your assigned duties and responsibilities with the Company.  The Company, within 30 days of presentation
of invoices, will advance to you reimbursement of all legal fees and
disbursements you incur in connection with any potentially indemnifiable matter
provided that you, to the extent required by applicable law, undertake to repay
such amount in the event that it is ultimately determined that you are not
entitled to be indemnified.  In addition,
the Company will cover you under directors and officers liability insurance both
during and, while potential liability exists, after the termination of your
employment in the same amount and to the same extent as the Company covers its
other officers and directors.  You will
not be liable to the Company for your acts or omissions, except to the extent
that such acts or omissions were not made in the good faith performance of your
assigned duties and responsibilities, were a violation of law or resulted from
your willful misconduct or gross negligence or any other act or omission that
would constitute grounds for terminating your employment for Cause.  The obligations and limits contained in this
paragraph 11 will survive the termination of your employment with the Company.


 


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12.           Legal Fees.  Upon presentation of appropriate
documentation, the Company will pay or reimburse you for all reasonable and
documented legal fees and related expenses incurred in connection with the
drafting, negotiation and execution of this Letter Agreement and any related
equity award agreement, up to a maximum of $15,000.


 


13.           Withholding.  The Company may withhold from any and all
amounts payable to you under this Letter Agreement or otherwise such federal,
state and local taxes as may be required to be withheld pursuant to any
applicable laws or regulations and all other amounts or charges required to be
withheld or deducted.


 


14.           Governing
Law.  This Letter
Agreement will be governed by, and construed under and in accordance with, the
internal laws of the State of Connecticut, without reference to rules relating
to conflicts of laws.


 


15.           Entire
Agreement; Severability; Waiver; Amendments.  This Letter Agreement and the agreements
referenced herein contain the entire agreement of the parties relating to the subject
matter hereof, and supercede in their entirety any and all prior agreements,
understandings or representations relating to the subject matter hereof.  No agreements or representations, oral or
otherwise, express or implied, with respect to the subject matter hereof have
been made by either party which are not expressly set forth in this Letter
Agreement.  The provisions of this Letter
Agreement shall be deemed severable and, if any provision is found to be illegal,
invalid or unenforceable for any reason, (a) the provision will be amended
automatically to the minimum extent necessary to cure the illegality or
invalidity and permit enforcement and (b) the illegality, invalidity or
unenforceability will not affect the legality, validity or enforceability of
the other provisions hereof.  No waiver
by either party hereto at any time of any breach by the other party hereto of,
or compliance with, any condition or provision of this Letter Agreement to be
performed by such other party shall be deemed a waiver of similar or dissimilar
provisions or conditions at the same or any prior or subsequent time.  No amendments, alterations or modifications
of this Letter Agreement will be valid unless made in writing and signed by you
and a duly authorized officer or director of the Company.


 


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16.           Notice.  For the
purpose of this Letter Agreement, notices and all other communications required
or permitted to be given under this Letter Agreement (a “Notice”)
will be in writing and will be deemed to have been duly given (a) on the
date of delivery if delivered by hand, (b) on the date of transmission, if
delivered by confirmed facsimile (with a Notice contemporaneously given by
another method specified in this paragraph 16), (c) on the first business
day following the date of deposit if delivered by guaranteed overnight delivery
service, or (d) on the fourth business day following the date delivered or
mailed by United States registered or certified mail, return receipt requested,
postage prepaid, addressed as follows:


 


If to you:


 


At the address (or to the
facsimile number) shown on the records of the Company.


 


with a copy to:


 


David A.
Swerdloff, Esq.


Day Pitney LLP


One Canterbury Green


Stamford, Connecticut
06901


Facsimile: 203-977-7301


 


If to the Company:


 


MRV
Communications, Inc.


20415 Nordhoff Street


Chatsworth, California
91311


Attention: General
Counsel


Facsimile: 818-407-5867


 


with a copy to:


 


Patrick S.
Brown, Esq.


Michael A.
Katz, Esq.


Sullivan &
Cromwell LLP


1888 Century Park East


Los Angeles, California
90067-1725


Facsimile: 310-407-2685


 


or to such other address
as either party may have furnished to the other in writing by like Notice,
except that notices of change of address will be effective only upon receipt.


 


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17.           Section 409A.  It is the parties’ intention that the
payments and benefits to which you could become entitled in connection with
your employment under this Letter Agreement be exempt from or comply with Section 409A
of the Code and the regulations and other guidance promulgated thereunder (“Section 409A”) and,
accordingly, this Letter Agreement will be interpreted to be consistent with
such intent.  To the extent any taxable
expense reimbursement or in-kind benefits under this Letter Agreement is
subject to Section 409A, the amount thereof eligible in one taxable year
shall not affect the amount eligible for any other taxable year, in no event
shall any expenses be reimbursed after the last day of the taxable year
following the taxable year in which you incurred such expenses and in no event
shall any right to reimbursement or receipt of in-kind benefits be subject to
liquidation or exchange for another benefit. 
Each payment under this Letter Agreement will be treated as a separate
payment for purposes of Section 409A. 
To extent that any benefit or payment would be subject to the additional
tax of Section 409A if paid or provided during the six months beginning on
the date of your termination of employment, it will be accumulated and paid or
provided on the first business day of the seventh month following that date (or
earlier, if permitted by Section 409A). 
A termination of employment shall not be deemed to have occurred for
purposes of any provision of this Letter Agreement providing for the payment of
any amounts or benefits upon or following a termination of employment unless
such termination also constitutes a “separation from service” within the
meaning of Section 409A.


 


[Signature Page to Follow]


 


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We hope that you find the
foregoing terms and conditions acceptable. 
Please acknowledge your agreement and acceptance of the terms and
conditions set forth in this Letter Agreement by signing below and returning
the original copy of this letter to me.


 


We look forward to the
leadership and valuable contributions you will make to the Company.


 


 


	
   

  	
  Very truly yours,

  
	
   

  	
   

  
	
   

  	
  MRV
  COMMUNICATIONS, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Jennifer Hankes
  Painter

  
	
   

  	
  Name:

  	
  Jennifer Hankes Painter

  
	
   

  	
  Title:

  	
  VP, General Counsel

  



 


Agreed
to and Accepted:


 


 


	
  /s/ Dilip Singh

  	
   

  
	
  Dilip Singh

  	
   

  
	
   

  	
   

  
	
  Dated: June 8,
  2010

  	
   

  



 


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