Exhibit 10.1
[g117471ka01i001.jpg]
20415 Nordhoff Street
Chatsworth, California 91311
SEPARATION AND RELEASE AGREEMENT
This SEPARATION AND RELEASE AGREEMENT (this "Agreement") is entered into as of
the 8th day of June, 2010, by and between MRV Communications, Inc., a Delaware
corporation ("MRV") and Noam Lotan (the "Executive").
WHEREAS, MRV and the Executive are parties to a Key Employee Agreement dated as
of March 23, 1992, as amended on August 10, 1992 and November 16, 1994 (the
"Employment Agreement");
WHEREAS, the Executive and MRV agree to terminate his employment with MRV; and
WHEREAS, the Executive and MRV intend the terms and conditions of this Agreement
to govern all issues related to the Executive's employment and separation from
MRV.
NOW, THEREFORE, in consideration of the covenants and mutual promises contained
in this Agreement, the Executive and MRV agree as follows:
1.
RESIGNATION; TERMINATION OF EMPLOYMENT.
THE EXECUTIVE HEREBY
CONFIRMS THAT (A) EFFECTIVE AS OF JUNE 30, 2010 (THE "TERMINATION DATE"), HIS
EMPLOYMENT WITH MRV WILL TERMINATE AND HE WILL RESIGN FROM HIS POSITION AS CHIEF
EXECUTIVE OFFICER OF MRV AND AS A DIRECTOR OF MRV AND (B) HE WILL NOT BE
ELIGIBLE FOR ANY BENEFITS OR COMPENSATION AFTER THE TERMINATION DATE, OTHER THAN
AS SPECIFICALLY PROVIDED HEREIN.
IN ADDITION, EFFECTIVE AS OF THE TERMINATION
DATE, THE EXECUTIVE HEREBY CONFIRMS HIS RESIGNATION FROM ALL OTHER OFFICES,
DIRECTORSHIPS, TRUSTEESHIPS, COMMITTEE MEMBERSHIPS AND FIDUCIARY CAPACITIES HELD
WITH, OR ON BEHALF OF, MRV OR ITS SUBSIDIARIES OR AFFILIATES (COLLECTIVELY,
"AFFILIATES") OR ANY BENEFIT PLANS OF MRV OR ANY AFFILIATE.
THE EXECUTIVE WILL
EXECUTE THE RESIGNATIONS ATTACHED AS EXHIBIT A CONTEMPORANEOUSLY WITH HIS
EXECUTION OF THIS AGREEMENT.
ON AND AFTER THE TERMINATION DATE, THE EXECUTIVE
ACKNOWLEDGES AND AGREES THAT HE WILL NOT REPRESENT HIMSELF AS BEING AN EMPLOYEE,
OFFICER, DIRECTOR, TRUSTEE, MEMBER, PARTNER, AGENT OR REPRESENTATIVE OF MRV OR
ANY AFFILIATE FOR ANY PURPOSE AND WILL NOT MAKE ANY PUBLIC STATEMENTS ON BEHALF
OF MRV OR ANY AFFILIATE.
2.
SEVERANCE BENEFITS.
SUBJECT TO THE TERMS AND CONDITIONS OF THIS
AGREEMENT, INCLUDING THE EXECUTIVE'S EXECUTING (AND NOT REVOKING) THIS AGREEMENT
AND THE SUPPLEMENTAL GENERAL RELEASE, THE EXECUTIVE ACKNOWLEDGES AND AGREES THAT
HE WILL NOT BE ELIGIBLE FOR ANY COMPENSATION OR BENEFITS AFTER THE TERMINATION
DATE EXCEPT FOR THE FOLLOWING:
A.
LUMP SUM SEVERANCE PAYMENT.
A CASH PAYMENT PAID IN TWO
INSTALLMENTS, PROVIDED THAT THE EXECUTIVE HAS NOT REVOKED THE EXECUTION OF THIS
AGREEMENT OR THE SUPPLEMENTAL GENERAL RELEASE:
THE FIRST INSTALLMENT OF
$548,537.50
WILL BE PAID ON THE 30TH DAY FOLLOWING THE TERMINATION DATE AND THE SECOND
INSTALLMENT OF $85,000 WILL BE PAID ON JANUARY 2, 2011.
B.
EMPLOYEE BENEFITS.
(I)
HEALTH BENEFITS.
SUBJECT TO THE EXECUTIVE'S TIMELY ELECTION OF
CONTINUATION COVERAGE UNDER THE CONSOLIDATED BUDGET OMNIBUS RECONCILIATION ACT
OF 1985, AS AMENDED ("COBRA") AND REMAINING ELIGIBLE FOR COBRA COVERAGE,
CONTINUED PARTICIPATION IN THE MEDICAL, DENTAL AND VISION PLANS MAINTAINED BY
MRV FOR A PERIOD OF UP TO 18 MONTHS FOLLOWING THE TERMINATION DATE (THE
"COVERAGE PERIOD") AS IF THE EXECUTIVE HAD CONTINUED IN EMPLOYMENT WITH MRV
DURING