OBLIGATION UNDER THIS
AGREEMENT.
10.
MRV RELEASE.
A.
FOR AND IN CONSIDERATION OF THE PROMISES SET FORTH IN THIS
AGREEMENT, MRV AND EACH OF ITS AFFILIATES HEREBY FOREVER RELEASES, WAIVES AND
DISCHARGES THE EXECUTIVE FROM EACH AND EVERY CLAIM, DEMAND, CAUSE OF ACTION,
FEES, LIABILITIES OR RIGHT OF ANY SORT (BASED UPON LEGAL OR EQUITABLE THEORY,
WHETHER CONTRACTUAL, COMMON-LAW, STATUTORY, FEDERAL, STATE, LOCAL OR OTHERWISE)
WHICH MRV AND EACH OF ITS AFFILIATES HAS AGAINST THE EXECUTIVE THAT ARE KNOWN BY
ANY DIRECTOR OF MRV (OTHER THAN THE EXECUTIVE) OR THE GENERAL COUNSEL
(COLLECTIVELY, "KNOWN COMPANY CLAIMS"), INCLUDING ANY KNOWN COMPANY CLAIMS BASED
ON OR RELATING TO, OR ARISING OUT OF, THE EXECUTIVE'S EMPLOYMENT OR TERMINATION
OF EMPLOYMENT; PROVIDED, HOWEVER, NOTWITHSTANDING THE GENERALITY OF THE
FOREGOING, NOTHING HEREIN WILL BE DEEMED TO RELEASE THE EXECUTIVE FROM (A) ANY
KNOWING VIOLATIONS OF LAW, (B) ANY KNOWING ACTS OF MISCONDUCT OR NEGLIGENCE
ENGAGED IN BY THE EXECUTIVE WHILE EMPLOYED AS AN EMPLOYEE OF MRV OR WHILE
SERVING AS AN OFFICER OR DIRECTOR OF MRV OR ANY OF ITS AFFILIATES, INCLUDING
MISAPPROPRIATION, FRAUD OR THEFT, OR (C) ANY OTHER ACT OR OMISSION THAT WOULD
CONSTITUTE GROUNDS FOR TERMINATING THE EXECUTIVE'S EMPLOYMENT FOR "CAUSE" (AS
DEFINED IN SECTION 2.4 OF THE EMPLOYMENT AGREEMENT).
IN ADDITION, IT IS AGREED
AND UNDERSTOOD THAT KNOWN COMPANY CLAIMS SHALL NOT INCLUDE ANY MATTER RELATED
TO, OR ARISING OUT OF, THE PENDING STOCK OPTION CLASS AND DERIVATIVE LITIGATION
(RESPECTIVELY STYLED, RAMSEY, ET AL. V. MRV COMMUNICATIONS, INC., ET AL., CASE
NO. 08-CV-
8
4561 GAF; IN RE MRV COMMUNICATIONS, INC. DERIVATIVE LITIGATION, CASE
NO. 08-CV-3800 GAF; AND KE V. MARGALIT, ET AL., LOS ANGELES SUPERIOR COURT CASE
NO. BC 393856).
B.
MRV HEREBY EXPRESSLY AND KNOWINGLY WAIVES APPLICATION OF
SECTION 1542 OF THE CALIFORNIA CIVIL CODE AND ALL COMPARABLE, EQUIVALENT OR
SIMILAR PROVISIONS OF STATE OR FEDERAL LAW.
SECTION 1542 OF THE CALIFORNIA
CIVIL CODE READS AS FOLLOWS:
"A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR
SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH
IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE
DEBTOR."
11.
INDEMNIFICATION; LIABILITY INSURANCE.
THE EXECUTIVE SHALL
CONTINUE TO BE ENTITLED TO INDEMNIFICATION UNDER THE BY-LAWS OF MRV AS IN EFFECT
ON THE EFFECTIVE DATE.
IN ADDITION, MRV SHALL CONTINUE TO COVER THE EXECUTIVE
UNDER DIRECTORS AND OFFICERS LIABILITY INSURANCE WHILE POTENTIAL LIABILITY
EXISTS IN THE SAME AMOUNT AND TO THE SAME EXTENT AS MRV COVERS ITS OFFICERS AND
DIRECTORS.
12.
ENTIRE AGREEMENT; SEVERABILITY; WAIVER; AMENDMENTS.
THIS
AGREEMENT (INCLUDING THE EXHIBITS HERETO) AND THE AGREEMENTS REFERENCED HEREIN
CONTAIN THE ENTIRE AGREEMENT OF THE PARTIES RELATING TO THE SUBJECT MATTER
HEREOF, AND SUPERSEDE IN THEIR ENTIRETY ANY AND ALL PRIOR AGREEMENTS,
UNDERSTANDINGS OR REPRESENTATIONS RELATING TO THE SUBJECT MATTER HEREOF,
INCLUDING THE EMPLOYMENT AGREEMENT (OTHER THAN AS SPECIFICALLY PROVIDED
HEREIN).
NO AGREEMENTS OR REPRESENTATIONS, ORAL OR OTHERWISE, EXPRESS OR
IMPLIED, WITH RESPECT TO THE SUBJECT MATTER