THE TERMINATION DATE
REQUIRED TO BE PAID UNDER MRV'S VACATION POLICY.
3.
RETURN OF PROPERTY.
THE EXECUTIVE REPRESENTS TO MRV THAT HE HAS
DESTROYED OR RETURNED TO MRV ANY AND ALL FILES OR OTHER PROPERTY (BOTH TANGIBLE
AND INTELLECTUAL) OF MRV AND ANY AFFILIATE CONTAINING OR RELATING TO
CONFIDENTIAL INFORMATION (AS DEFINED BELOW) AND ANY AND ALL OTHER PROPERTY
BELONGING TO MRV AND ITS AFFILIATES, INCLUDING, BUT NOT LIMITED TO, ALL
ROLODEXES (EXCEPT TO THE EXTENT SUCH ROLODEX DOES NOT CONTAIN INFORMATION OTHER
THAN NAME, ADDRESS, TELEPHONE NUMBER AND SIMILAR INFORMATION), IDENTIFICATION
CARDS, CREDIT CARDS, COMPUTERS, FAX MACHINES, CELLULAR OR OTHER TELEPHONES,
BLACKBERRIES, BEEPERS, PDA'S, KEYS, CARD ACCESS KEYS TO ANY BUILDING OF MRV OR
ANY AFFILIATE, DEEDS, CONTRACTS, OFFICE EQUIPMENT AND SUPPLIES, RECORDS AND
COMPUTER DISKS.
4.
FULL DISCHARGE.
THE EXECUTIVE AGREES AND ACKNOWLEDGES THAT THE
PAYMENTS AND BENEFITS PROVIDED IN SECTION 2 AND THE OTHER ENTITLEMENTS
HEREUNDER: (A) ARE IN FULL DISCHARGE OF ANY AND ALL LIABILITIES AND OBLIGATIONS
OF MRV TO THE EXECUTIVE, MONETARILY OR WITH RESPECT TO COMPENSATION (INCLUDING
BASE SALARY AND BONUS), EMPLOYEE BENEFITS OR OTHERWISE, INCLUDING ANY AND ALL
OBLIGATIONS ARISING UNDER ANY ALLEGED WRITTEN OR ORAL EMPLOYMENT AGREEMENT,
POLICY, PLAN OR PROCEDURE OF MRV OR ANY AFFILIATE, INCLUDING THE EMPLOYMENT
AGREEMENT AND/OR ANY ALLEGED UNDERSTANDING OR ARRANGEMENT BETWEEN THE EXECUTIVE
AND MRV OR ANY OF ITS OFFICERS OR DIRECTORS; AND (B) EXCEED ANY PAYMENT,
BENEFIT, OR OTHER THING OF VALUE TO WHICH THE EXECUTIVE MIGHT OTHERWISE BE
ENTITLED BUT FOR THIS AGREEMENT UNDER ANY POLICY, PLAN OR PROCEDURE OF MRV OR
ANY PRIOR AGREEMENT BETWEEN THE EXECUTIVE AND MRV, EXCEPT FOR ACCRUED, VESTED
AMOUNTS UNDER ANY TAX-QUALIFIED 401(K) PLANS MAINTAINED BY MRV AND ITS
AFFILIATES, WHICH AMOUNTS, IF ANY, WILL BE PAID IN ACCORDANCE WITH THE TERMS OF
SUCH PLAN.
NOTWITHSTANDING THE FOREGOING, THE EXECUTIVE WILL RETAIN ANY
CONVERSION RIGHTS HE MAY HAVE UNDER THE KEY MAN LIFE INSURANCE POLICY MAINTAINED
BY MRV COVERING HIS LIFE.
5.
FUTURE CONDUCT AND OBLIGATIONS.
A.
CONTINUING OBLIGATIONS UNDER THE EMPLOYMENT AGREEMENT.
THE
EXECUTIVE HEREBY AGREES THAT THE TERMINATION OF THE EXECUTIVE'S EMPLOYMENT WILL
NOT AFFECT THE PROVISIONS OF THE EMPLOYMENT AGREEMENT WHICH IMPOSE CONTINUING
OBLIGATIONS ON HIM FOLLOWING TERMINATION OF THE EMPLOYMENT AGREEMENT AND
SPECIFICALLY ACKNOWLEDGES THE EXISTENCE AND APPLICABILITY OF SECTIONS 6 AND 7
THEREOF (INCLUDING THE PROPRIETARY INFORMATION AND INVENTIONS AGREEMENT).
SUCH
RESTRICTIONS WILL REMAIN IN FULL FORCE AND EFFECT FOLLOWING THE TERMINATION DATE
AS PROVIDED IN THE EMPLOYMENT AGREEMENT.
B.
CONFIDENTIALITY.
THE EXECUTIVE AGREES THAT, FOLLOWING THE
TERMINATION DATE, HE WILL NOT, DIRECTLY OR INDIRECTLY, USE, MAKE AVAILABLE,
SELL, DISCLOSE OR OTHERWISE COMMUNICATE TO ANY PERSON, ANY BUSINESS AND
TECHNICAL INFORMATION OR TRADE SECRETS,
3
NONPUBLIC, PROPRIETARY OR CONFIDENTIAL INFORMATION, KNOWLEDGE OR DATA RELATING
TO MRV, ITS AFFILIATES OR THEIR BUSINESSES, WHICH THE EXECUTIVE OBTAINED DURING
HIS EMPLOYMENT WITH MRV ("CONFIDENTIAL INFORMATION").
NOTWITHSTANDING THE
FOREGOING, "CONFIDENTIAL INFORMATION" WILL NOT APPLY TO INFORMATION THAT:
(I) WAS KNOWN TO THE PUBLIC PRIOR TO ITS DISCLOSURE TO THE EXECUTIVE;
(II) BECOMES GENERALLY KNOWN TO THE