SERVING AS
A DIRECTOR OF MRV, TO NOT MAKE ANY PUBLIC STATEMENTS THAT COULD
4
ADVERSELY AFFECT THE BUSINESS OR PERSONAL REPUTATION OF THE EXECUTIVE.
NOTHING
HEREIN SHALL PROHIBIT EITHER PARTY (A) FROM RESPONDING TRUTHFULLY TO ANY
GOVERNMENTAL INVESTIGATION, LEGAL PROCESS OR INQUIRY RELATED THERETO OR FROM
FULFILLING ANY DISCLOSURE REQUIREMENTS OR (B) FROM MAKING STATEMENTS SUCH PARTY
IN GOOD FAITH BELIEVES ARE NECESSARY OR APPROPRIATE TO MAKE TO REBUT UNTRUE OR
MISLEADING STATEMENTS BY THE OTHER, AND THE LIMITATIONS ON MRV'S SENIOR
EXECUTIVE OFFICERS AND DIRECTORS SHALL NOT PROHIBIT STATEMENTS THEY BELIEVE ARE
REASONABLY NECESSARY OR APPROPRIATE TO MAKE IN CONNECTION WITH THE GOOD FAITH
PERFORMANCE OF THEIR DUTIES FOR MRV AND ITS AFFILIATES.
F.
OTHER ASSISTANCE.
UPON THE RECEIPT OF NOTICE FROM MRV
(INCLUDING OUTSIDE COUNSEL), THE EXECUTIVE AGREES TO RESPOND AND PROVIDE
INFORMATION WITH REGARD TO MATTERS IN WHICH HE HAS KNOWLEDGE AS A RESULT OF HIS
EMPLOYMENT WITH, OR SERVING AS A DIRECTOR OF, MRV AND TO ASSIST AND COOPERATE
WITH MRV AND ITS REPRESENTATIVES IN THE DEFENSE OR PROSECUTION OF ANY CLAIMS
THAT MAY BE MADE OR THREATENED BY OR AGAINST MRV OR ANY AFFILIATE, TO THE EXTENT
THAT SUCH CLAIMS MAY RELATE TO THE PERIOD OF THE EXECUTIVE'S EMPLOYMENT OR
SERVICE WITH MRV, INCLUDING ANY PROCEEDING BEFORE ANY ARBITRAL, ADMINISTRATIVE,
JUDICIAL, LEGISLATIVE, OR OTHER BODY OR AGENCY, INCLUDING PREPARING FOR AND
TESTIFYING IN ANY PROCEEDING TO THE EXTENT SUCH CLAIMS, INVESTIGATIONS OR
PROCEEDINGS RELATE TO SERVICES PERFORMED BY THE EXECUTIVE, PERTINENT KNOWLEDGE
POSSESSED BY THE EXECUTIVE, OR ANY ACT OR OMISSION BY THE EXECUTIVE.
THE
EXECUTIVE WILL PERFORM SUCH ACTS AND EXECUTE AND DELIVER SUCH DOCUMENTS THAT MAY
BE REASONABLY NECESSARY TO CARRY OUT THE PROVISIONS OF THIS SECTION 5.F.
THE
EXECUTIVE AGREES TO PROMPTLY INFORM MRV IF HE BECOMES AWARE OF ANY LAWSUITS
INVOLVING SUCH CLAIMS THAT MAY BE FILED OR THREATENED AGAINST MRV OR ANY
AFFILIATE.
THE EXECUTIVE ALSO AGREES TO PROMPTLY INFORM MRV (TO THE EXTENT HE
IS LEGALLY PERMITTED TO DO SO) IF HE IS ASKED TO ASSIST IN ANY INVESTIGATION OF
MRV OR ANY AFFILIATE (OR THEIR ACTIONS), REGARDLESS OF WHETHER A LAWSUIT OR
OTHER PROCEEDING HAS THEN BEEN FILED AGAINST MRV OR AN AFFILIATE WITH RESPECT TO
SUCH INVESTIGATION, AND WILL NOT DO SO UNLESS LEGALLY REQUIRED.
UPON
PRESENTMENT TO MRV OF APPROPRIATE DOCUMENTATION, MRV WILL REIMBURSE THE
EXECUTIVE FOR THE REASONABLE OUT-OF-POCKET EXPENSES INCURRED AS A RESULT OF SUCH
COOPERATION.
MRV AGREES THAT IT WILL COORDINATE ANY SUCH REQUEST FOR
COOPERATION WITH THE EXECUTIVE'S OTHER BUSINESS OR PROFESSIONAL COMMITMENTS AND
RESPONSIBILITIES TO MINIMIZE THE DEGREE TO WHICH SUCH REQUEST INTERFERES WITH
SUCH COMMITMENTS AND RESPONSIBILITIES.
G.
TOLLING.
IN THE EVENT OF ANY VIOLATION OF THE PROVISIONS OF THIS
SECTION 5, THE EXECUTIVE ACKNOWLEDGES AND AGREES THAT THE POST-TERMINATION
RESTRICTIONS CONTAINED IN THIS SECTION 5 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