THIS RELEASE, THE "RELEASED PARTIES" MEANS MRV,
ALL CURRENT AND FORMER PARENTS, SUBSIDIARIES, RELATED COMPANIES, PARTNERSHIPS,
JOINT VENTURES AND EMPLOYEE BENEFIT PROGRAMS (AND THE TRUSTEES, ADMINISTRATORS,
FIDUCIARIES AND INSURERS OF SUCH PROGRAMS), AND, WITH RESPECT TO EACH OF THEM,
THEIR PREDECESSORS AND SUCCESSORS, AND, WITH RESPECT TO EACH SUCH ENTITY, ALL OF
ITS PAST, PRESENT, AND FUTURE EMPLOYEES, OFFICERS, DIRECTORS, MEMBERS,
STOCKHOLDERS, OWNERS, REPRESENTATIVES, ASSIGNS, ATTORNEYS, AGENTS, INSURERS, AND
ANY OTHER PERSON ACTING BY, THROUGH, UNDER OR IN CONCERT WITH ANY OF THE PERSONS
OR ENTITIES LISTED IN THIS PARAGRAPH, AND THEIR SUCCESSORS (WHETHER ACTING AS
AGENTS FOR SUCH ENTITIES OR IN THEIR INDIVIDUAL CAPACITIES).
7.
SUPPLEMENTAL GENERAL RELEASE.
THE EXECUTIVE AGREES TO EXECUTE
THE SUPPLEMENTAL GENERAL RELEASE ATTACHED AS EXHIBIT C AFTER THE TERMINATION
DATE AND TO DELIVER THE EXECUTED SUPPLEMENTAL GENERAL RELEASE TO MRV WITHIN 21
DAYS AFTER THE TERMINATION DATE.
THE EXECUTIVE AGREES THAT ALL MRV COVENANTS
(INCLUDING MRV'S OBLIGATION TO MAKE OR PROVIDE PAYMENTS AND BENEFITS PURSUANT TO
SECTION 2) THAT RELATE TO ITS OBLIGATIONS BEYOND THE TERMINATION
7
DATE ARE CONTINGENT ON THE EXECUTIVE'S EXECUTION OF (AND NOT REVOKING) THE
SUPPLEMENTAL GENERAL RELEASE.
8.
NO EXISTING SUIT.
THE EXECUTIVE REPRESENTS AND WARRANTS THAT, AS
OF THE EFFECTIVE DATE OF THIS AGREEMENT, HE HAS NOT FILED OR COMMENCED ANY SUIT,
CLAIM, CHARGE, COMPLAINT, ACTION, ARBITRATION, OR LEGAL PROCEEDING OF ANY KIND
AGAINST MRV OR ANY AFFILIATE.
THE EXECUTIVE ACKNOWLEDGES THAT THIS AGREEMENT
DOES NOT PROHIBIT HIM FROM FILING A CHARGE OF DISCRIMINATION WITH THE EQUAL
EMPLOYMENT OPPORTUNITY COMMISSION ("EEOC"), FROM ENFORCING THIS AGREEMENT AND
RECOVERING FOR ANY BREACH OF IT, OR FROM EXERCISING ANY RIGHTS UNDER CALIFORNIA
LABOR CODE SECTION 2802.
THE EXECUTIVE WAIVES, HOWEVER, ANY RIGHT TO ANY
MONETARY RECOVERY OR OTHER RELIEF SHOULD THE EEOC OR ANY OTHER AGENCY PURSUE A
CLAIM ON THE EXECUTIVE'S BEHALF.
9.
CERTAIN FORFEITURES IN EVENT OF BREACH OR OTHER LIABILITY TO
MRV.
THE EXECUTIVE ACKNOWLEDGES AND AGREES THAT, NOTWITHSTANDING ANY OTHER
PROVISION OF THIS AGREEMENT, IF THE EXECUTIVE MATERIALLY BREACHES ANY OBLIGATION
UNDER THIS AGREEMENT, OR THERE IS A FINAL DETERMINATION BY A COURT OF COMPETENT
JURISDICTION OR AN ARBITRATOR, OR AN AGREEMENT BY THE EXECUTIVE AS PART OF A
SETTLEMENT, THAT THE EXECUTIVE IS OTHERWISE LIABLE TO MRV OR ANY AFFILIATE, MRV
RETAINS THE RIGHT TO RECOUP ANY AND ALL PAYMENTS AND BENEFITS PROVIDED FOR IN
SECTION 2, ANY DAMAGES SUFFERED BY MRV OR ANY AFFILIATE, PLUS REASONABLE
ATTORNEYS' FEES INCURRED IN CONNECTION WITH SUCH RECOVERY AND, TO THE EXTENT
THAT SUCH BENEFITS HAVE NOT BEEN FULLY DISBURSED TO THE EXECUTIVE, MRV RESERVES
ITS RIGHTS TO STOP ALL FUTURE DISBURSEMENTS OF SUCH BENEFITS, EXCEPT TO THE
EXTENT THAT SUCH ACTION IS PROHIBITED BY LAW OR WOULD RESULT IN THE INVALIDATION
OF THE RELEASE PROVIDED BY THE EXECUTIVE UNDER THIS AGREEMENT.
THE PARTIES
AGREE THAT ANY BREACH OF THE COVENANTS IN SECTION 5 OR SECTIONS 6 AND 7 OF THE
EMPLOYMENT AGREEMENT (INCLUDING THE PROPRIETARY INFORMATION AND INVENTIONS
AGREEMENT) SHALL BE DEEMED A MATERIAL BREACH OF AN