SUCH PERIOD (INCLUDING THE EXECUTIVE'S OBLIGATION TO PAY THE EMPLOYEE
PORTION OF ANY CONTRIBUTION OR PREMIUM BUT EXCLUDING AN EMPLOYEE'S ABILITY TO
PAY PREMIUMS WITH PRE-TAX DOLLARS).
IF THE EXECUTIVE CONTINUOUSLY RECEIVES
HEALTH BENEFITS UNDER THIS SECTION 2.B.(I) FROM THE TERMINATION DATE THROUGH THE
END OF THE COVERAGE PERIOD, MRV SHALL THEREAFTER, FOR A PERIOD OF UP TO SIX
MONTHS, PAY THE EXECUTIVE ON THE FIRST BUSINESS DAY OF EACH MONTH, A LUMP SUM
CASH AMOUNT EQUAL TO THE EMPLOYER PORTION OF THE PREMIUM COST MRV WOULD HAVE
PAID ON THE EXECUTIVE'S BEHALF IF HE WERE AN ACTIVE EMPLOYEE OF MRV.
NOTWITHSTANDING THE FOREGOING, MRV'S OBLIGATIONS UNDER THIS
SECTION 2.B.(I) SHALL TERMINATE IF THE EXECUTIVE FAILS TO PAY ANY REQUIRED
CONTRIBUTION OR PREMIUM OR IF THE EXECUTIVE BECOMES ELIGIBLE FOR HEALTH BENEFITS
OF A SUBSEQUENT EMPLOYER (WHETHER OR NOT THE EXECUTIVE ACCEPTS SUCH BENEFITS),
EXCEPT THAT MRV'S OBLIGATION TO CONTINUE TO MAKE AVAILABLE CONTINUATION COVERAGE
UNDER COBRA AT THE FULL COBRA RATES SHALL BE DETERMINED IN ACCORDANCE WITH
COBRA.
THE EXECUTIVE WILL NOTIFY MRV OF HIS ELIGIBILITY FOR MEDICAL, DENTAL OR
VISION BENEFITS FROM A SUBSEQUENT EMPLOYER WITHIN 30 DAYS OF SUCH ELIGIBILITY.
(II)
TAX-QUALIFIED PLANS.
THE EXECUTIVE SHALL BE ELIGIBLE TO RECEIVE
ANY ACCRUED, VESTED BENEFITS TO WHICH HE IS OTHERWISE ENTITLED UNDER THE
TAX-QUALIFIED 401(K) PLANS MAINTAINED BY MRV AND ITS AFFILIATES.
C.
STOCK OPTIONS.
PRO-RATA VESTING AS OF THE TERMINATION DATE OF
THE OUTSTANDING UNVESTED STOCK OPTION TO PURCHASE SHARES OF COMMON STOCK OF MRV
GRANTED ON OCTOBER 29, 2002.
A LIST OF THE EXECUTIVE'S OUTSTANDING STOCK
OPTIONS THAT WILL BE VESTED AS OF THE TERMINATION DATE IS ATTACHED AS
EXHIBIT B.
EXCEPT AS SET FORTH ON EXHIBIT B HERETO, ALL OUTSTANDING STOCK
OPTIONS VESTED AS OF THE TERMINATION DATE WILL REMAIN EXERCISABLE UNTIL THE
THIRD ANNIVERSARY OF THE TERMINATION DATE, BUT IN NO EVENT BEYOND THE ACTUAL
EXPIRATION DATE OF THE STOCK OPTION SET FORTH ON EXHIBIT B, AND WILL REMAIN
SUBJECT TO ALL OF THE TERMS AND CONDITIONS OF, THE APPLICABLE STOCK OPTION PLAN
AND STOCK OPTION AGREEMENT, TO THE EXTENT NOT CONTRARY TO THE TERMS OF THIS
AGREEMENT.
ANY STOCK OPTIONS NOT VESTED AS OF THE TERMINATION DATE
AUTOMATICALLY SHALL BE FORFEITED AS OF THE TERMINATION DATE.
D.
OUTPLACEMENT SERVICES.
PROVISION OF OUTPLACEMENT SERVICES DURING
THE SIX-MONTH PERIOD FOLLOWING THE TERMINATION DATE (OR, IF EARLIER, UNTIL THE
FIRST ACCEPTANCE BY THE EXECUTIVE OF AN OFFER OF EMPLOYMENT) THROUGH A REPUTABLE
AND EXPERIENCED VENDOR SELECTED BY MRV, UP TO A MAXIMUM COST TO MRV OF $7,500.
2
E.
OTHER AMOUNTS.
A LUMP SUM CASH PAYMENT ON THE DATE THE FIRST
INSTALLMENT PAYMENT SPECIFIED IN SUB-PARAGRAPH 2.A ABOVE IS TO BE PAID EQUAL TO
THE SUM OF (I) THE REASONABLE BUSINESS AND ENTERTAINMENT EXPENSES INCURRED BY
THE EXECUTIVE PRIOR TO THE DATE OF THIS AGREEMENT AND REIMBURSABLE UNDER MRV'S
EXPENSE REIMBURSEMENT POLICY (SUBJECT TO THE EXECUTIVE'S PRESENTATION OF
APPROPRIATE DOCUMENTATION PRIOR TO THE TERMINATION DATE) AND (II) THE
EXECUTIVE'S ACCRUED BUT UNUSED VACATION TIME THROUGH