MAXIMUM RATE WILL BE USED.
THE PAYMENTS SHALL BE MADE THROUGH
GOLDFARB, LEVY, ERAN, MEIRI, TZAFRIR & CO., LAW OFFICES, ACTING AS TRUSTEE FOR
THE PAYMENT OF SUCH AMOUNTS.
5.
WITHOUT DEROGATING FROM ANY RIGHT YOU MIGHT BE ENTITLED TO IN
CONNECTION WITH THE PAYMENTS AND OTHER CONSIDERATION DESCRIBED IN THIS LETTER
AGREEMENT, WHEN RECEIVED BY YOU IN ACCORDANCE WITH THE TERMS HEREOF IN ADDITION
TO ALL PAYMENTS AND OTHER CONSIDERATION WHICH YOU HAD ALREADY RECEIVED BY THE
EMPLOYER, ARE A COMPLETE PAYMENT OF ANY AND ALL CONSIDERATION OWED TO YOU BY
EMPLOYER, COMPANY OR ANYONE ON THEIR BEHALF (HEREINAFTER COLLECTIVELY REFERRED
TO AS THE "MRV GROUP") ARISING OUT OF YOUR EMPLOYMENT OR THE TERMINATION OF YOUR
EMPLOYMENT WITH THE EMPLOYER, OR THAT OTHERWISE MIGHT BE OWED TO YOU BY THE MRV
GROUP, INCLUDING, WITHOUT LIMITATION, ANY AND ALL CLAIMS FOR WAGES, SOCIAL
BENEFITS, COMMISSIONS, INCENTIVES, STOCK OR STOCK OPTIONS, BONUS, SEVERANCE PAY,
SEVERANCE PAY WHICH ACCUMULATED AS A MANAGERS' INSURANCE, RELEASE FUNDS, NOTICE
PERIOD, REIMBURSEMENT FOR FOREIGN EXCHANGE RATE, DEFERRED COMPENSATION PAYMENTS,
EXPENSES, CONTRACTUAL OBLIGATIONS AND ALL OTHER PAYMENTS, COMPENSATION,
BENEFITS, AND REIMBURSEMENT OF ANY KIND. NOTWITHSTANDING THE PROVISIONS OF THE
PREVIOUS SENTENCE, THE WAIVER AND RELEASE MADE BY YOU SHALL NOT INCLUDE YOUR
RIGHTS TO INDEMNIFICATION AS PROVIDED FOR IN THE CERTIFICATE OF INCORPORATION
AND BY-LAWS OF THE COMPANY AND THE EMPLOYER, ANY AGREEMENTS OF THE COMPANY OR
EXISTING AS A MATTER OF LAW FOR YOUR ACTS OR OMISSIONS AS AN OFFICER OF THE
COMPANY AND EMPLOYER.
6.
YOU ARE REQUIRED TO DELIVER TO THE EMPLOYER, PRIOR TO EXECUTION
OF THIS LETTER AGREEMENT THE EMPLOYER'S LAPTOP, CAR, CELLULAR PHONES AND ALL
DOCUMENTS OF THE EMPLOYER, WHICH WERE RECEIVED OR PREPARED BY YOU IN CONNECTION
WITH YOUR EMPLOYMENT WITH THE EMPLOYER AND ARE IN YOUR POSSESSION OR CONTROL AT
THE EMPLOYER'S PREMISES OR ELSEWHERE, WITHOUT RETAINING ANY COPIES THEREOF OTHER
THAN COPIES OF SUCH DOCUMENTS.
YOU HEREBY UNDERTAKE THAT DURING YOUR EMPLOYMENT
PERIOD YOU DID NOT MAKE ANY USE, INCLUDING DUPLICATION, PRODUCTION, SALE,
TRANSFER, IMITATION AND DISTRIBUTION, OF ALL OR ANY OF THE CONFIDENTIAL
INFORMATION (AS DEFINED BELOW), WITHOUT THE PRIOR WRITTEN CONSENT OF THE
EMPLOYER.
7.
CONFIDENTIALITY.
7.1.
YOU HEREBY UNDERTAKE THAT AS OF THE DATE HEREOF AND UPON
TERMINATION OF YOUR EMPLOYMENT, YOU MAINTAINED AND SHALL MAINTAIN IN COMPLETE
CONFIDENCE ANY MATTERS THAT RELATE TO MRV GROUP AND/OR ITS BUSINESS, INCLUDING
REGARDING CONFIDENTIAL INFORMATION (AS DEFINED BELOW) AND THE TERMS AND
CONDITIONS OF YOUR TERMINATION OF YOUR EMPLOYMENT PURSUANT TO THIS LETTER, AND
THAT YOU SHALL NOT HARM ITS GOODWILL OR REPUTATION, AND YOU AGREE TO THE
PROVISIONS OF THE CONFIDENTIALITY, NON-COMPETITION AND INTELLECTUAL PROPERTY
SECTIONS AS SPECIFIED IN THIS LETTER.
7.2.
WITHOUT DEROGATING FROM THE GENERALITY OF THE FOREGOING, YOU
HEREBY AGREE THAT YOU DID NOT AND SHALL NOT, DIRECTLY OR INDIRECTLY, DISCLOSE OR
TRANSFER TO ANY PERSON OR ENTITY, AT ANY TIME, EITHER DURING OR SUBSEQUENT TO
YOUR EMPLOYMENT PERIOD, ANY TRADE SECRETS OR OTHER CONFIDENTIAL INFORMATION,
WHETHER PATENTABLE OR NOT, OF THE MRV GROUP,