Exhibit
10.2


 





 


Employment Agreement


 


This employment
agreement (the “Agreement”) is effective as of July 21, 2009, between MRV
Communications, Inc. (the “Company”) and Christiaan King (the “Employee”).


 


RECITALS


 


WHEREAS, the Company
desires to employ the Employee, and the Employee desires to accept such
employment, on the terms and conditions set forth in this Agreement;


 


WHEREAS, the
representations, warranties, covenants and agreements of the Employee are in
consideration of the compensation paid to the Employee and shall survive the
termination of this Agreement; and


 


WHEREAS, the Company is
materially relying upon each of the Employee’s covenants, agreements,
representations and warranties in employing the Employee with the Company.


 


THEREFORE, in consideration
of the above recitals and of the mutual promises and conditions in this
agreement, it is agreed as follows:


 


AGREEMENT


 


1.           At-Will Employment:  It is understood and agreed that the
employment relationship is “at-will”.  In
other words, employment may be terminated by the Company or the Employee at any
time, with or without cause, and with or without notice.  Employee understands and acknowledges that
his employment with the Company is for no specific term.


 


2.           Duties:


 


a.             Employee shall, under the direction of the Chief
Executive Officer of the Company, perform the duties of the Company’s Chief
Financial Officer and such other duties as the Chief Executive Officer may from
time to time assign either orally or in writing, and subject to the direction
and policies and procedures of the Company and its Board of Directors as they
may be, from time to time, stated either orally or in writing.


 


b.             While employed with the Company, Employee agrees that he
will not undertake planning for or organization of any business activity
competitive with the Company’s business or combine or join with other employees
or representatives of the Company’s business for the purpose of organizing any
such competitive business activity.


 


c.             Employee shall promptly disclose to the Company’s
appropriate corporate officers or directors all business opportunities that (i)
are presented to Employee in his capacity as an employee of the Company, and (ii)
of a similar nature to the type of business in which the Company currently engages
in or has expressed an interest in engaging in the future.  Employee shall not usurp or take advantage of
any such business opportunity without first offering such opportunity to the
Company.


 


d.             The Employee shall devote all of his business time, attention,
and energy to the Company and shall not, during the term of his employment, be
actively engaged in any managerial or employment capacity in any other business
activity for gain, profit, or other pecuniary advantage, unless the Company
consents to Employee’s involvement in such business activity in writing.  This restriction shall not be construed as
preventing the Employee from making


 

















 


investments that do not
unreasonably interfere with the performance of his duties with the Company.


 


e.             Employee represents to the Company that he has no other
outstanding commitments inconsistent with any of the terms of this Agreement or
the services to be rendered under it.


 


3.           Compensation:  It is
intended that Employee’s annual base salary will be $210,000  with an annual bonus to be determined by the Compensation
Committee of the Company’s Board of Directors. 
The bonus may be paid out in cash or stock or a combination of the
two.  It will be based on the Company’s
performance and Employee’s achievement of specific agreed upon performance
goals and objectives. Notwithstanding the above, MRV management has accepted a
10 percent temporary reduction in base salary, which means that you are
currently receiving an annual salary of $189,000.  If and when the reduction in pay is lifted
for other employees, you will be provided the intended base salary.


 


4.           Employee Benefits:  Employee is entitled to all employee benefits
extended from time to time to all regular, full-time employees of the Company,
however, the Company reserves the right to modify, suspend or discontinue any
and all benefit plans, policies, and practices at any time without notice to or
recourse by Employee.


 


5.           Executive Compensation
Plans:  In addition to the
compensation provided for in Section 3 and the employee benefits provided for
in Section 4, Employee shall be entitled to participate in any executive
compensation plans of the Company, as presently in effect or as they may be
modified or added to by the Company’s Board of Directors from time to time,
including, without limitation, management incentive plans, deferred
compensation plans and equity or equity option plans.


 


6.           Miscellaneous:


 


a.             Assignment:  Employee acknowledges that the services to be
rendered by him are unique and personal. 
Neither this Agreement nor any right or obligation of Employee hereunder
may be assigned by Employee without the prior written consent of the Chief
Executive Officer of the Company. 
Subject thereto, this Agreement and the covenants and conditions herein
contained shall inure to the benefit of and shall be binding upon the parties
hereto and their respective successors and permitted assigns.


 


b.             Modification:  This Agreement may not be modified
except by a writing duly signed by Employee and the Company’s Chief Executive
Officer.


 


c.             Supersession.  This Employment Agreement supersedes
any prior agreements, understandings or negotiations regarding the subject matter
herein.


 


I HAVE READ ALL OF THIS
AGREEMENT AND UNDERSTAND IT COMPLETELY. 
BY MY SIGNATURE BELOW, I REPRESENT THAT THIS AGREEMENT IS THE ONLY
STATEMENT MADE BY OR ON BEHALF OF THE COMPANY UPON WHICH I HAVE RELIED IN
SIGNING THIS AGREEMENT.


 


	
   

  	
   

  	
  MRV COMMUNICATIONS,
  INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  /s/ Christiaan King

  	
   

  	
  /s/ Noam Lotan

  
	
  Christiaan King

  	
   

  	
  Noam Lotan

  
	
   

  	
   

  	
  Chief Executive Officer

  
	
   

  	
   

  	
   

  
	
  Date: July 23, 2009

  	
   

  	
  Date: July 27, 2009