Exhibit 10.1


 


SECONDMENT
AGREEMENT


 


THIS
SECONDMENT AGREEMENT (the “Agreement”) is dated as of July 21, 2009, by and
between MRV Communications (Networks), Ltd., a company organized under the laws
of Israel, with its principal place of business at Hacarmel Street, Area 6, Yokneam,
Israel  20692 (“Employer”), MRV
Communications, Inc., a company organized under the laws of the State of
Delaware, United States, with its principal place of business at 20415 Nordhoff
Street, Chatsworth, CA  91311, (the “Company”),
and Guy Avidan (“Avidan”).


 


WHEREAS, the Employer has agreed to make
available to the Company the services of its employee, Avidan, who will perform
the duties of Co-President of the Company and President of its Network Equipment
business for a period of time (“Secondment Period”), pursuant to the terms of
this Agreement.


 


NOW
THEREFORE, in
consideration of the mutual promises herein contained, and for other good and
valuable consideration, the receipt and adequacy of which are hereby
acknowledged, it is agreed as follows:


 


TERMS OF
SECONDMENT


 


1.             Employee
Status.  During the Secondment
Period, Avidan shall at all times remain an employee of the Employer and shall
not at any time become an employee of the Company.  If Avidan resigns or is terminated from the
Employer, the Employer shall promptly give the Company written notice of the
date such resignation or termination is, or will be, effective.


 


2.             Direction
by the Company.  During the
Secondment Period, Avidan shall work under the exclusive direction, control and
supervision of the Chief Executive Officer or Board of Directors (the “Board”)
of the Company, as determined by the Board. 
The Company shall accept full and exclusive responsibility for the
actions of Avidan in his service to the Company during the Secondment Period.


 


3.             Payment
and Reimbursement of Employee Costs. 
During the Secondment Period, Employer shall be responsible for the
payment of salary, incentives, health and pension benefits and any other
compensation or benefits payable to Avidan including Avidan’s manager insurance
policy as an employee of the Employer (“Employee Costs”).  Avidan will not at any time during the
Secondment Period receive or be eligible for benefits under any benefit plan or
program of the Company.  Notwithstanding
the foregoing, the Company shall reimburse the Employer for Employee Costs as
provided in Section 4, below.  Company
shall pay Avidan through its payroll system any additional salary or bonus
compensation determined by the Compensation Committee of the Board in excess of
the amounts paid by the Employer.


 


4.             Reimbursement
by the Company of Employee Costs. 
During the Secondment Period, Employer shall charge to Company, on a
monthly basis, an amount equal to 100% of the Employee Costs incurred by the
Employer as reimbursement for services to be performed for Company during the
Secondment Period.  The Company shall pay
(via intercompany accounts) the Employer this amount, subject to the submission
by the Employer of the relevant invoice indicating the amount payable.  Submission of the invoice should be within a
reasonable time after the end of the month in which the Employee Costs are
incurred, and shall be paid by the Company within 30 days of receipt.


 


5.             Compliance
with Laws.  The Company shall comply
with any and all labor and employment laws applicable to the working conditions
of Avidan in the United States.


 


6.             Severance.  The Company shall have no obligation to pay a
severance or retirement payment to Avidan at the time of the termination of the
secondment.


 


7.             Indemnification.  During the Secondment Period, the Company
will indemnify and hold Employer harmless from and against any and all
liabilities that may arise as a result of Avidan’s acts or omissions in the
course and scope of his performing services for the benefit of the Company.


 

















 


PERIOD
AND TERMINATION OF SECONDMENT


 


8.             Secondment
Period.  The Secondment Period
commenced on July 15, 2007, and shall continue in effect until this Agreement
is terminated upon the written agreement of the parties or the termination of
Avidan’s employment with Employer.


 


9.             Notice
of Termination.  This Agreement may
be terminated by any party upon the giving of 30 days’ written notice.


 


MISCELLANEOUS


 


10.           Governing
Law.  This Agreement shall be
governed by, construed, interpreted and applied in all respects in accordance
with the laws of the State of California, United States, without reference or
regard to conflict of law or choice of law rules or principles.


 


11.           Assignment.  No party may assign any of its rights or
delegate any of its obligations under this Agreement, or assign or create any
security interest with respect to this Agreement or its rights or obligations
hereunder, expect with the prior written consent of the other parties.


 


12.           Notice.  All notices required or permitted by this
Agreement to be given to any party shall be in writing, at the address indicted
below the party’s signature line.


 


13.           Entire
Agreement/Amendment.  This Agreement
constitutes the entire understanding between the parties hereto and supersedes
any prior understandings, written or oral, respecting Avidan’s employment and the
subject matter hereof.  This Agreement
shall not be amended, waived, released or discharged except by a writing signed
by an officer or authorized representative or each of the parties.


 


14.           Binding
Effect.  Subject to the above
restrictions on assignment, this Agreement shall be binding upon and inure to
the benefit of the successors and permitted assignees of the parties.


 


15.           Further
Assurances.  The parties shall
execute and deliver such further instruments and perform such further acts as
may reasonably be required to carry out the intent and purposes of this
Agreement.


 


16.           Severability. 
If any provision herein is held invalid, illegal or unenforceable in any
respect, such invalidity, illegality or unenforceability shall not effect any
other provision of this Agreement, but this Agreement shall be construed as if
it never contained such provision.


 


17.           Counterparts.  This Agreement may be signed in counterparts,
including facsimile and scanned email transmissions, each of which shall be an
original for all purposes, but all of which taken together shall constitute
only one Agreement.


 


IN
WITNESS WHEREOF,
the parties have executed this Agreement as of the date and year first above
written.


 


	
  MRV
  Communications (Networks), Ltd.

  	
   

  	
  MRV
  Communications, Inc.  

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Chen
  Genossar

  	
   

  	
  By:

  	
  /s/ Noam Lotan

  
	
   

  	
   

  	
   

  	
   

  	
  Noam Lotan  

  
	
  Its:

  	
  General Manager

  	
   

  	
   

  	
  Chief Executive
  Officer  

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Address:

  	
  Hacarmel Street,
  Area 6

  	
   

  	
  Address:

  	
  20415 Nordhoff
  Street  

  
	
   

  	
  Yokneam, Israel
  20692

  	
   

  	
   

  	
  Chatsworth, CA
  91311

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Guy
  Avidan

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  /s/ Guy Avidan  

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Address:

  	
  Hacarmel Street,
  Area 6  

  	
   

  	
   

  
	
   

  	
  Yokneam, Israel
  20692

  	
   

  	
   

  
							



 


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