8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

Current Report

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):  June 1, 2015

MRV COMMUNICATIONS, INC.

(Exact name of Registrant as specified in its charter)

DELAWARE	001-11174	06-1340090
(State or other jurisdiction of	(Commission file number)	(I.R.S. Employer
incorporation or organization)		Identification No.)

20415 Nordhoff Street, Chatsworth, CA 91311

(Address of principal executive offices) (zip code)

Registrant’s telephone number, including area code: (818) 773-0900

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

oPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02    Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

(e)

Grant of Restricted Stock and Options to Certain Named Executive Officers.

The Board of Directors of the Company approved annual equity grants to certain key employees, effective June 1, 2015.

Name	Title	Number of Options	Number of Shares of Restricted Stock
Mark J. Bonney	Chief Executive Officer	65,000	25,000
Stephen G. Krulik	Chief Financial Officer	15,000	7,500

The equity grants occurred on June 1, 2015, and the shares of restricted stock for Mr. Bonney and Mr. Krulik will vest in three equal annual installments commencing on the first anniversary of the grant date, subject in each case to the executive’s continuing employment. The stock options have an exercise price equal to the fair market value per share on the option grant date, which was $9.63 per share. The options will vest in three equal annual installments commencing on the first anniversary of the grant date.

The foregoing description of the terms of the restricted stock and stock option grants is not complete and is qualified in its entirety by reference to the Form of MRV Communications, Inc. 2015 Long-Term Incentive Plan Restricted Stock Agreement and the Form of MRV Communications, Inc. 2015 Long-Term Incentive Plan Stock Option Agreement, as furnished as exhibits herewith.

Item 8.01     Other Events

Appointment of Paula Winner Barnett as Chief Legal Officer and Corporate Secretary

On May 29, 2015, MRV Communications, Inc. (“MRV” or the “Company”) appointed Paula Winner Barnett as its Chief Legal Officer and Corporate Secretary.

Previously, from October 2013, Ms. Barnett had been the Corporate Counsel and Corporate Secretary of Superior Industries International, a publicly-traded (NYSE:SUP) manufacturer of aluminum wheels for passenger cars and light-duty vehicles. From February 2010 to October 2013, Ms. Barnett was Associate General Counsel at MRV. Prior to MRV, Ms. Barnett served as general counsel for companies in multiple industries and worked as an associate in law firms. Ms. Barnett is a member of the California Bar. She received her B.A. in Economics from Columbia University and her J.D. from the Columbia University School of Law.

There are no arrangements or understandings between Ms. Barnett and any other persons pursuant to which she was selected as Chief Legal Officer and Corporate Secretary. There are also no family relationships between Ms. Barnett and any director or executive officer of the Company and she has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

In connection with Ms. Barnett’s appointment as Chief Legal Officer and Corporate Secretary, the Company entered into a letter agreement (the “Letter Agreement”) with Ms. Barnett dated May 28, 2015.

The Letter Agreement does not provide for employment for a specified term and Ms. Barnett’s employment will be on an at-will basis. Under the Letter Agreement, Ms. Barnett will receive a base salary at an initial annual rate of $215,000, an annual target bonus opportunity equal to 35% of her annual base salary, and an initial equity grant of 6,000 stock options and 2,000 shares of restricted stock.

Item 9.01      Financial Statements and Exhibits.

(d)

Exhibit 10.1 Form of MRV Communications, Inc. 2015 Long-Term Incentive Plan Restricted Stock Agreement.

Exhibit 10.2 Form of MRV Communications, Inc. 2015 Long-Term Incentive Plan Stock Option Agreement.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Company has duly caused this Report to be signed on its behalf by the undersigned, hereunto duly authorized.

Date: June 4, 2015
	MRV COMMUNICATIONS, INC.
	By:	/s/ Stephen G. Krulik
		Stephen G. Krulik
		Chief Financial Officer

EX-10.1

Exhibit 10.1

MRV COMMUNICATIONS, INC.

2015 LONG-TERM INCENTIVE PLAN

RESTRICTED STOCK AGREEMENT

RESTRICTED STOCK AGREEMENT made as of June 1, 2015 (the “Grant Date”), by and between MRV Communications, Inc. (the “Company”) and ________________________ (the “Participant”).

1.Award. In accordance with the MRV Communications, Inc. 2015 Long-Term Incentive Plan (the “Plan”), the Company has made a restricted stock award to the Participant consisting of ________ shares of the Company’s common stock (“Shares”), subject to the terms and conditions of this Agreement and the Plan. Capitalized terms that are used but not defined in this Agreement shall have the meanings ascribed to them in the Plan. This Agreement and the restricted stock award covered by this Agreement shall be null and void ab initio if a copy of this Agreement, signed by the Participant, is not received by the Company within 30 days after the Grant Date or by such other date as the Committee may specify.

2.Vesting of Shares. Except as otherwise provided by this Agreement and the Plan, the Shares will become vested in three equal annual installments commencing on the first anniversary of the Grant Date, subject to the Participant’s continuous employment or other service with the Company and its Subsidiaries through the applicable vesting date.

3.Termination of Employment or Service; Forfeiture.

(a)General. If the Participant’s employment and/or other service with the Company and its Subsidiaries terminates before all of the Shares become vested, the Participant will thereupon forfeit any and all of the Participant’s right, title and interest in and with respect to the unvested Shares. Any certificate or book entry with respect to such forfeited Shares will be automatically canceled on the books and records of the Company without further action by the Participant.

(b)Termination Due to Death or Disability. If the Participant’s employment and/or other service with the Company and its Subsidiaries terminates by reason of Participant’s death or is terminated

by the Company or a Subsidiary by reason of the Participant’s Disability, then any outstanding unvested Shares covered by this Agreement shall thereupon become fully vested and non-forfeitable.

4.Transfer Restrictions. The Participant may not sell, assign, transfer, pledge, hedge, hypothecate, encumber or dispose of in any way (whether by operation of law or otherwise) any unvested Shares, and no unvested Shares shall be subject to execution, attachment or similar process. Any attempt by the Participant or any other person claiming against, through or under the Participant to cause unvested Shares to be transferred or assigned in any manner and for any purpose not permitted hereunder or under the Plan shall be null and void and without effect upon the Company, the Participant or any such other person.

5.Rights as a Stockholder. The Participant shall have all of the rights of a shareholder with respect to unvested Shares that are outstanding under this Agreement, including, but not limited to, the right to vote such Shares and the right to receive dividends with respect to such Shares; provided, however, that any shares of the Company’s common stock distributed as a dividend or otherwise with respect to any unvested Shares, shall be subject to the same vesting and other terms and conditions that apply to the corresponding Shares.

6.Issuance of Vested Shares; Removal of Restrictions and Conditions. The Participant is the record owner of the Shares on the Company’s books, subject to the restrictions and conditions set forth in this Agreement and the Plan. By executing this Agreement, the Participant expressly authorizes the Company to cancel, reacquire, retire or retain, at its election, any unvested Shares if and when they are forfeited in accordance with this Agreement. The Participant will execute and deliver such other documents and take such other actions, if any, as the Company may require in order to evidence such action with respect to any unvested Shares that are forfeited. Subject to the satisfaction of applicable tax withholding and other conditions set forth herein or in the Plan, Shares that become vested will no longer be subject to the transfer restrictions and forfeiture conditions set forth herein and the Company’s books and, as applicable, stock certificates representing the Shares will be updated accordingly.

7.Legends. The certificate(s) or book entry(ies) representing the Shares shall bear or be noted by the Company’s transfer agent with the following legend (as well as any legends required by applicable state and federal corporate and securities laws): “THE SHARES REPRESENTED HEREBY ARE SUBJECT TO TRANSFER RESTRICTIONS AND VESTING AND OTHER TERMS AND CONDITIONS SET FORTH IN AN AGREEMENT BETWEEN THE COMPANY AND THE STOCKHOLDER, A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY.”

8.Tax Withholding. Notwithstanding anything to the contrary contained herein, the vesting of Shares covered by this Agreement shall be subject to and conditioned upon the satisfaction by the Participant of applicable tax withholding obligations. The Company may require the Participant to remit an amount sufficient to satisfy applicable withholding taxes or deduct or withhold such amount from any payments otherwise owed the Participant (whether or not under this Agreement or the Plan). The Participant hereby authorizes the Company to satisfy all or part of such tax withholding obligations by deductions from cash compensation or other payments that would otherwise be owed to the Participant. The Committee, acting in its sole discretion and pursuant to applicable law, may permit the Participant to satisfy any such tax withholding obligations with vested Shares that would otherwise be released to the Participant and/or with previously-owned Shares held by the Participant. The amount of the Participant’s tax withholding obligation that is satisfied in Shares, if any, shall be based upon the Fair Market Value of the Shares on the date such Shares are delivered or withheld. In no event may Shares be used to satisfy more than the minimum required amount of the Participant’s tax withholding obligation.

9.No Other Rights Conferred. Nothing contained herein or in the Plan shall be deemed to give the Participant a right to be retained in the employ or other service of the Company or any affiliate or to affect the right of the Company and its Subsidiaries to terminate, or modify the terms and conditions of, the Participant’s employment.

10.Provisions of the Plan Control. This Agreement is subject to all the terms, conditions and provisions of the Plan and to such rules, regulations and interpretations as may be established or made by

the Committee acting within the scope of its authority and responsibility under the Plan. The Participant acknowledges receipt of a copy of the Plan prior to execution of this Agreement. The applicable provisions of the Plan shall govern in any situation where this Agreement is silent or where the provisions of this Agreement are contrary to or not reconcilable with such Plan provisions.

11.Miscellaneous.

(a)Successors. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns.

(b)Committee Determinations. The Participant shall accept as final, binding and conclusive any determination made by the Committee, acting in its discretion under the Plan, in connection with this Agreement and the Plan (as the Plan may pertain to this Agreement).

(c)Entire Agreement. This Agreement, constitutes the entire agreement between the parties with respect to the subject matter hereof and may not be modified except by written instrument executed by the parties.

(d)Governing Law. This Agreement shall be governed by the laws of the State of Delaware, without regard to its principles of conflict of laws.

(e)Counterparts. This Agreement may be executed in separate counterparts, each of which will be an original and all of which taken together shall constitute one and the same agreement.

IN WITNESS WHEREOF, the undersigned have executed this Stock Option Agreement as of the date first above written.

MRV COMMUNICATIONS, INC.

By:____________________________________

_______________________________________

Participant

EX-10.2

Exhibit 10.2

MRV COMMUNICATIONS, INC.

2015 LONG-TERM INCENTIVE PLAN

STOCK OPTION AGREEMENT

STOCK OPTION AGREEMENT made as of June 1, 2015 (the “Grant Date”), by and between MRV Communications, Inc. (the “Company”) and ________________________ (the “Participant”).

1.Award. In accordance with the MRV Communications, Inc. 2015 Long-Term Incentive Plan (the “Plan”), the Company hereby grants to the Participant an option (the “Option”) to purchase ________ shares of the Company’s common stock (“Shares”), subject to the terms and conditions of this Agreement and the Plan. The purchase price per Share (“Exercise Price”) is $____________. Capitalized terms that are used but not defined in this Agreement shall have the meanings ascribed to them in the Plan.

2.Type of Option. The Option shall NOT be treated as an “incentive stock option” within the meaning of Section 422 of the Internal Revenue Code of 1986.

3.Option Term. Unless terminated sooner in accordance with this Agreement or the Plan, the Option shall expire if and to the extent it is not exercised within ten years from the Grant Date.

4.Vesting of Option. Except as otherwise provided by this Agreement and the Plan, the Option will become vested in three equal annual installments commencing on the first anniversary of the Grant Date, subject to the Participant’s continuous employment or other service with the Company and its Subsidiaries through the applicable vesting date.

5.Termination of Employment or Service; Forfeiture. If the Participant’s employment and/or other service with the Company and its Subsidiaries terminates during the Option term, then:

(a)the unvested portion of the Option (if any) will be forfeited by the Participant and will automatically terminate and be of no further force or effect; and

(b)the vested portion of the Option (if any) will terminate (1) 30 days following the Participant’s termination date if the such termination occurs for any reason other than death, “Disability,” or “Cause,” (2) one year following the Participant’s termination date if the Participant is terminated by the

Company or a Subsidiary due to the Participant’s death or Disability, and (3) immediately upon the Participant’s termination date if the Participant is terminated by the Company or a Subsidiary for Cause; provided, however, that in no event may such vested portion of the Option be exercised after the expiration of the Option term.

6.Exercise of Option.

(a)General. The Participant may exercise the Option (to the extent vested and exercisable) by transmitting to the Secretary of the Company (or another person designated by the Company for this purpose) (1) a written notice specifying the number of whole Shares to be purchased pursuant to such exercise, (2) payment of the aggregate Exercise Price for such Shares and the amount of any applicable withholding taxes, and (3) such other documents or information as the Company may require.

(b)Payment of Exercise Price and Withholding Taxes. The Exercise Price and applicable withholding taxes shall be payable in cash or by check, and/or by any other means that the Committee, acting in its discretion, may expressly permit, including, without limitation, (1) by the Participant’s surrender of previously-owned Shares, or by the Company’s withholding Shares that otherwise would be issued pursuant to the exercise of the Option, in each case having a Fair Market Value on the date the Option is exercised equal to the Exercise Price and, as applicable, the minimum required tax withholding amount, (2) by payment to the Company pursuant to a broker-assisted cashless exercise program established and made available by the Company in connection with the Plan, (3) by any other method of payment that is permitted by applicable law, or (4) by any combination of the foregoing. The Company is expressly authorized to deduct or withhold the tax withholding amount from any payments otherwise owed the Participant (whether or not under this Agreement or the Plan).

7.Rights as a Stockholder. No Shares shall be issued or delivered pursuant to the exercise of the Option until full payment for such Shares and any applicable withholding taxes has been made or provided for. The Participant shall have no rights as a stockholder with respect to any Shares covered by the Option

unless and until the Option is exercised and the Shares purchased pursuant to such exercise are issued in the name of the Participant.

8.Transfer Restrictions. Except as otherwise permitted by the Committee in accordance with the Plan, the Option is not assignable or transferable other than to a beneficiary designated to receive the Option upon the Participant’s death or by will or the laws of descent and distribution, and the Option shall be exercisable during the lifetime of the Participant only by the Participant (or, in the event of the Participant’s incapacity, the Participant’s legal representative or guardian). Any attempt by the Participant or any other person claiming against, through or under the Participant to cause the Option or any part of it to be transferred or assigned in any manner and for any purpose not permitted hereunder or under the Plan shall be null and void and of no force or effect.

9.No Other Rights Conferred. Nothing contained herein or in the Plan shall be deemed to give the Participant a right to be retained in the employ or other service of the Company or any affiliate or to affect the right of the Company and its Subsidiaries to terminate, or modify the terms and conditions of, the Participant’s employment.

10.Provisions of the Plan Control. This Agreement is subject to all the terms, conditions and provisions of the Plan and to such rules, regulations and interpretations as may be established or made by the Committee acting within the scope of its authority and responsibility under the Plan. The Participant acknowledges receipt of a copy of the Plan prior to execution of this Agreement. The applicable provisions of the Plan shall govern in any situation where this Agreement is silent or where the provisions of this Agreement are contrary to or not reconcilable with such Plan provisions.

11.Miscellaneous.

(a)Successors. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns.

(b)Committee Determinations. The Participant shall accept as final, binding and conclusive any determination made by the Committee, acting in its discretion under the Plan, in connection with this Agreement and the Plan (as the Plan may pertain to this Agreement).

(c)Entire Agreement. This Agreement, constitutes the entire agreement between the parties with respect to the subject matter hereof and may not be modified except by written instrument executed by the parties.

(d)Governing Law. This Agreement shall be governed by the laws of the State of Delaware, without regard to its principles of conflict of laws.

(e)Counterparts. This Agreement may be executed in separate counterparts, each of which will be an original and all of which taken together shall constitute one and the same agreement.

IN WITNESS WHEREOF, the undersigned have executed this Stock Option Agreement as of the date first above written.

MRV COMMUNICATIONS, INC.

By:____________________________________

_______________________________________

Participant