8-K

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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 8, 2010

MRV COMMUNICATIONS, INC.

(Exact name of Registrant as specified in its charter)

DELAWARE
(State or other jurisdiction of
incorporation or organization) 001-11174
(Commission file number) 06-1340090
(I.R.S. employer
identification number)

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

On June 10, 2010, MRV Communications, Inc. (the “Company”) announced that Noam Lotan had tendered his resignation as Chief Executive Officer of the Company and from his position as a director of the Company on June 8, 2010, effective as of June 30, 2010.  The resignation did not involve any disagreement with the Company, the Company’s management or the Board of Directors regarding the Company’s operations, policies or practices.

Also on June 8, 2010, Dilip Singh was named Chief Executive Officer to serve on an interim basis, effective from July 1, 2010 until June 30, 2011, unless earlier terminated or further extended, pursuant to the terms of an employment letter agreement (the “Employment Agreement”), dated June 8, 2010, between the Company and Mr. Singh.  Pursuant to the Employment Agreement, Mr. Singh will receive a base salary of $500,000 and, as an inducement to his employment, a one-time stock option grant to purchase 1,750,000 shares of the Company’s common stock at an exercise price equal to the closing price of the Company’s common stock on the grant date, which will be July 1, 2010.  The stock option will vest in full on June 30, 2011 provided that Mr. Singh is still employed by the Company on such date.  The stock option will become fully vested upon a change in control (as defined in the Employment Agreement) or the termination of Mr. Singh’s employment by the Company other than for cause (as defined in the Employment Agreement).

If the Company terminates the Employment Agreement other than for cause, or if Mr. Singh resigns for good reason (as defined in the Employment Agreement), Mr. Singh will be entitled to receive the greater of the base salary through June 30, 2011 and $125,000.  Any such payment is conditioned upon the release by Mr. Singh of all claims against the Company related to his employment.  The Employment Agreement also contains customary confidentiality, non-solicitation, non-disparagement and cooperation provisions.

The foregoing description of the Employment Agreement is not complete and is qualified in its entirety by the full text of such agreement, which is attached as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference herein.

Mr. Singh, age 62, has 38 years of operational executive management experience with global major Fortune 500 telecom carriers, entrepreneurial experience with start ups and early stage telecom software companies, among others.  From 2008 to 2009, he was the chief executive officer of Telia-Sonera Spice Nepal, the second largest wireless operator in Nepal.  Prior to that, he served from 2004 to 2008 as the chief executive officer and president of Telenity, a convergence applications, service delivery platform and value added services telecom software company.  Mr. Singh earned dual masters degrees in physics from the University of Jodhpur, and electronics and communication electrical engineering from the Indian Institute of Technology.

A copy of the press release announcing the management change is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein.

On June 8, 2010, the Company and Mr. Lotan entered into a separation and release agreement (the “Separation Agreement”) that provides for the resignation of Mr. Lotan as Chief Executive Officer and a director of the Company and from all other positions arising from or relating to such employment, effective as of June 30, 2010.  Between June 8, 2010 and June 30, 2010, Mr. Lotan will assist in transition matters and he will continue to receive his current base salary and benefits.  Pursuant to the terms of the Separation Agreement, Mr. Lotan will receive a severance payment in two installments totaling $633,537.50: $548,537.50 will be payable on July 30, 2010 and $85,000 will be payable on January 2, 2011.  In addition, Mr. Lotan will be entitled to continued participation in the medical, dental and vision plans maintained by MRV for a period of up to 18 months subject to compliance with the Consolidated Budget Omnibus Reconciliation Act of 1985, as amended (“COBRA”), and payment of an amount equal to the employer portion of COBRA premium costs for the six month period following such 18 month period; outplacement services for a period of six months up to a maximum cost of $7,500; a lump sum cash payment on July 30, 2010 equal to any unreimbursed business and entertainment expenses incurred prior to June 8, 2010 and

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accrued but unused vacation time; and pro-rated vesting of an outstanding stock option to purchase 100,000 shares of the Company’s common stock, which will result in the stock option being vested and exercisable with respect to 76,767 shares.  All vested stock options held by Mr. Lotan will remain exercisable for a period of three years (i.e., until June 30, 2013), but not beyond the stated term of the applicable stock option.  Mr. Lotan will forfeit all other stock options not vested as of June 30, 2010.  In addition, Mr. Lotan retains the protection of the indemnification provisions under our by-laws as well as the right to coverage under any directors’ and officers’ liability insurance in the same amount and to the same extent that coverage is provided MRV’s officers and directors.

The Separation Agreement contains a mutual general release of claims (subject to certain exclusions) and a mutual non-disparagement covenant.  Mr. Lotan further agreed to continue to be bound by limitations on post-employment activities contained in his existing employment agreement and by customary covenants relating to the non-solicitation of employees and business partners that apply for a period of two years, as well as customary confidentiality and cooperation covenants.

The foregoing description of the Separation Agreement is not complete and is qualified in its entirety by the full text of such agreement, which is attached as Exhibit 10.2 to this Current Report on Form 8-K and is incorporated by reference herein.

Item 8.01Other Events.

Management and the Board of Directors of the Company are in the midst of an exploration of strategic alternatives with respect to the Company’s subsidiary, Source Photonics, Inc.  Alternatives under consideration include, among others, a public offering of Source Photonic’s securities, a spin-off, a sale of Source Photonics, or retention of Source Photonics as part of the Company’s consolidated operations.  The Company engaged Oppenheimer & Co. Inc. as financial advisor in connection with these matters, and has undertaken certain preliminary steps.  There can be no assurance that the Company will complete a transaction involving Source Photonics on favorable terms or at all and the Company may determine to effect no transaction with respect to Source Photonics.  Furthermore, any transaction involving Source Photonics would be dependent on factors beyond the Company’s control, including general economic and market conditions including the on-going economic crisis, the interest of third parties in Source Photonics or its business, the availability of financing on reasonable terms or at all, and others. This Current Report on Form 8-K does not constitute an offer to sell or the solicitation of an offer to buy any securities.

Item 9.01Financial Statements and Exhibits

(d)Exhibits

Exhibit 10.1Employment Letter Agreement, dated June 8, 2010, between the Company and Dilip Singh

Exhibit 10.2Separation and Release Agreement, dated June 8, 2010, between the Company and Noam Lotan

Exhibit 99.1Press Release, dated June 10, 2010

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SIGNATURE

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

Date: June 10, 2010

MRV COMMUNICATIONS, INC.
By:	/s/ Jennifer Hankes Painter
	Jennifer Hankes Painter
	Vice President, General Counsel and Secretary

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EX-10.1

Exhibit 10.1

	20415 Nordhoff Street
	Chatsworth, California 91311

SEPARATION AND RELEASE AGREEMENT

This SEPARATION AND RELEASE AGREEMENT (this “Agreement”) is entered into as of the 8th day of June, 2010, by and between MRV Communications, Inc., a Delaware corporation (“MRV”) and Noam Lotan (the “Executive”).

WHEREAS, MRV and the Executive are parties to a Key Employee Agreement dated as of March 23, 1992, as amended on August 10, 1992 and November 16, 1994 (the “Employment Agreement”);

WHEREAS, the Executive and MRV agree to terminate his employment with MRV; and

WHEREAS, the Executive and MRV intend the terms and conditions of this Agreement to govern all issues related to the Executive’s employment and separation from MRV.

NOW, THEREFORE, in consideration of the covenants and mutual promises contained in this Agreement, the Executive and MRV agree as follows:

1.             Resignation; Termination of Employment.  The Executive hereby confirms that (a) effective as of June 30, 2010 (the “Termination Date”), his employment with MRV will terminate and he will resign from his position as Chief Executive Officer of MRV and as a director of MRV and (b) he will not be eligible for any benefits or compensation after the Termination Date, other than as specifically provided herein.  In addition, effective as of the Termination Date, the Executive hereby confirms his resignation from all other offices, directorships, trusteeships, committee memberships and fiduciary capacities held with, or on behalf of, MRV or its subsidiaries or affiliates (collectively, “Affiliates”) or any benefit plans of MRV or any Affiliate.  The Executive will execute the resignations attached as Exhibit A contemporaneously with his execution of this Agreement.  On and after the Termination Date, the Executive acknowledges and agrees that he will not represent himself as being an employee, officer, director, trustee, member, partner, agent or representative of MRV or any Affiliate for any purpose and will not make any public statements on behalf of MRV or any Affiliate.

2.             Severance Benefits.  Subject to the terms and conditions of this Agreement, including the Executive’s executing (and not revoking) this Agreement and the Supplemental General Release, the Executive acknowledges and agrees that he will not be eligible for any compensation or benefits after the Termination Date except for the following:

a.             Lump Sum Severance Payment.  A cash payment paid in two installments, provided that the Executive has not revoked the execution of this Agreement or the Supplemental General Release:  the first installment of $548,537.50

will be paid on the 30th day following the Termination Date and the second installment of $85,000 will be paid on January 2, 2011.

b.             Employee Benefits.

(i)            Health Benefits.  Subject to the Executive’s timely election of continuation coverage under the Consolidated Budget Omnibus Reconciliation Act of 1985, as amended (“COBRA”) and remaining eligible for COBRA coverage, continued participation in the medical, dental and vision plans maintained by MRV for a period of up to 18 months following the Termination Date (the “Coverage Period”) as if the Executive had continued in employment with MRV during 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.

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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 the Termination Date required to be paid under MRV’s vacation policy.

3.             Return of Property.The Executive represents to MRV that he has destroyed or returned to MRV any and all files or other property (both tangible and intellectual) of MRV and any Affiliate containing or relating to Confidential Information (as defined below) and any and all other property belonging to MRV and its Affiliates, including, but not limited to, all rolodexes (except to the extent such rolodex does not contain information other than name, address, telephone number and similar information), identification cards, credit cards, computers, fax machines, cellular or other telephones, Blackberries, beepers, PDA’s, keys, card access keys to any building of MRV or any Affiliate, deeds, contracts, office equipment and supplies, records and computer disks.

4.             Full Discharge.  The Executive agrees and acknowledges that the payments and benefits provided in Section 2 and the other entitlements hereunder: (a) are in full discharge of any and all liabilities and obligations of MRV to the Executive, monetarily or with respect to compensation (including base salary and bonus), employee benefits or otherwise, including any and all obligations arising under any alleged written or oral employment agreement, policy, plan or procedure of MRV or any Affiliate, including the Employment Agreement and/or any alleged understanding or arrangement between the Executive and MRV or any of its officers or directors; and (b) exceed any payment, benefit, or other thing of value to which the Executive might otherwise be entitled but for this Agreement under any policy, plan or procedure of MRV or any prior agreement between the Executive and MRV, except for accrued, vested amounts under any tax-qualified 401(k) plans maintained by MRV and its Affiliates, which amounts, if any, will be paid in accordance with the terms of such plan.  Notwithstanding the foregoing, the Executive will retain any conversion rights he may have under the key man life insurance policy maintained by MRV covering his life.

5.             Future Conduct and Obligations.

a.             Continuing Obligations under the Employment Agreement.  The Executive hereby agrees that the termination of the Executive’s employment will not affect the provisions of the Employment Agreement which impose continuing obligations on him following termination of the Employment Agreement and specifically acknowledges the existence and applicability of Sections 6 and 7 thereof (including the Proprietary Information and Inventions Agreement).  Such restrictions will remain in full force and effect following the Termination Date as provided in the Employment Agreement.

b.             Confidentiality.  The Executive agrees that, following the Termination Date, he will not, directly or indirectly, use, make available, sell, disclose or otherwise communicate to any person, any business and technical information or trade secrets,

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nonpublic, proprietary or confidential information, knowledge or data relating to MRV, its Affiliates or their businesses, which the Executive obtained during his employment with MRV (“Confidential Information”).  Notwithstanding the foregoing, “Confidential Information” will not apply to information that: (i) was known to the public prior to its disclosure to the Executive; (ii) becomes generally known to the public subsequent to disclosure to the Executive through no wrongful act of the Executive or any of the Executive’s; or (iii) the Executive is required to disclose by applicable law, regulation or legal process (provided that the Executive provides MRV with prior notice of the contemplated disclosure and reasonably cooperate with MRV at its expense in seeking a protective order or other appropriate protection of such information).

c.             Non-Solicitation of Business Partners.  Unless prior written approval is given by the Chairman of the Board of Directors of MRV or the Chief Executive Officer of MRV, the Executive agrees that, during the two-year period following the Termination Date (the “Restricted Period”), he will not, either directly or indirectly, induce, influence, persuade, solicit or attempt to induce, influence persuade, or solicit any business partner, vendor, customer or supplier of MRV and its Affiliates to terminate the business relationship of such person with MRV and its Affiliates, to materially reduce the amount of business conducted with MRV and its Affiliates or in any way interfere with the relationship between any such business partner, vendor, customer or supplier and MRV and its Affiliates.

d.             Non-Solicitation of Employees.  Unless prior written approval is given by the Chairman of the Board of Directors of MRV or the Chief Executive Officer of MRV, the Executive agrees that, during the Restricted Period, he will not, either directly or indirectly, hire employees or former employees of MRV and its Affiliates (which shall for this purpose only include individuals employed by MRV and its Affiliates at any point during the six months preceding such hiring) or induce, influence, persuade, solicit or attempt to induce, influence persuade, or solicit any employees of MRV and its Affiliates to leave the employ of MRV and its Affiliates, nor will he help others to do so.

e.             Non-Disparagement.  The Executive, for himself and for his heirs, dependents, assigns, agents, executors, administrators, trustees and legal representatives agrees that he will not, or encourage or induce others to, Disparage MRV, its Affiliates or any of their past and present officers, directors, employees, stockholders, products or services.  “Disparage” includes, without limitation, making comments or statements to the press, MRV’s or any Affiliate’s employees or any individual or entity with whom MRV or an Affiliate has a business relationship (including, without limitation, any vendor, supplier, customer or distributor of MRV or any Affiliate) that could adversely affect in any manner: (i) the conduct of the business of MRV or any Affiliate (including, without limitation, any products or business plans or prospects); or (ii) the business reputation of MRV, its Affiliates, or any of their products or services, or the business or personal reputation of MRV’s or an Affiliate’s past or present officers, directors, employees or stockholders.  MRV agrees that it will not issue any press release or other official written statement, and it will direct its senior executive officers as of the Termination Date and directors of MRV as of the Termination Date, while employed by MRV or serving as a director of MRV, to not make any public statements that could

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adversely affect the business or personal reputation of the Executive.  Nothing herein shall prohibit either party (A) from responding truthfully to any governmental investigation, legal process or inquiry related thereto or from fulfilling any disclosure requirements or (B) from making statements such party in good faith believes are necessary or appropriate to make to rebut untrue or misleading statements by the other, and the limitations on MRV’s senior executive officers and directors shall not prohibit statements they believe are reasonably necessary or appropriate to make in connection with the good faith performance of their duties for MRV and its Affiliates.

f.              Other Assistance.  Upon the receipt of notice from MRV (including outside counsel), the Executive agrees to respond and provide information with regard to matters in which he has knowledge as a result of his employment with, or serving as a director of, MRV and to assist and cooperate with MRV and its representatives in the defense or prosecution of any claims that may be made or threatened by or against MRV or any Affiliate, to the extent that such claims may relate to the period of the Executive’s employment or service with MRV, including any proceeding before any arbitral, administrative, judicial, legislative, or other body or agency, including preparing for and testifying in any proceeding to the extent such claims, investigations or proceedings relate to services performed by the Executive, pertinent knowledge possessed by the Executive, or any act or omission by the Executive.  The Executive will perform such acts and execute and deliver such documents that may be reasonably necessary to carry out the provisions of this Section 5.f.  The Executive agrees to promptly inform MRV if he becomes aware of any lawsuits involving such claims that may be filed or threatened against MRV or any Affiliate.  The Executive also agrees to promptly inform MRV (to the extent he is legally permitted to do so) if he is asked to assist in any investigation of MRV or any Affiliate (or their actions), regardless of whether a lawsuit or other proceeding has then been filed against MRV or an Affiliate with respect to such investigation, and will not do so unless legally required.  Upon presentment to MRV of appropriate documentation, MRV will reimburse the Executive for the reasonable out-of-pocket expenses incurred as a result of such cooperation.  MRV agrees that it will coordinate any such request for cooperation with the Executive’s other business or professional commitments and responsibilities to minimize the degree to which such request interferes with such commitments and responsibilities.

g.             Tolling.  In the event of any violation of the provisions of this Section 5, the Executive acknowledges and agrees that the post-termination restrictions contained in this Section 5 shall be extended by a period of time equal to the period of such violation, it being the intention of the parties hereto that the running of the applicable post-termination restriction period shall be tolled during any period of such violation.

h.             Equitable Relief.  Notwithstanding anything in this Agreement to the contrary, in the event of a breach or threatened breach by either party of the provisions of Section 5, (i) the Executive acknowledges that MRV’s and its Affiliates’ remedies at law would be inadequate and MRV acknowledges that the Executive’s remedies at law would be inadequate and, in recognition of this fact, each party agrees that, in the event of such a breach or threatened breach, in addition to any remedies at law, each party, without posting any bond, shall be entitled to obtain equitable relief in the form of specific

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performance, a temporary restraining order, a temporary or permanent injunction or any other equitable remedy which may then be available and (ii) any controversy or claim arising out of or relating to Section 5 will not be settled by mediation or arbitration and the parties hereby irrevocably submit to the exclusive jurisdiction of any state or federal court in Los Angeles, California for any suit, action or proceeding arising out of or relating to or concerning Section 5 of this Agreement.

i.              Reformation.  If it is determined by any court of competent jurisdiction that the covenants in this Section 5 are unenforceable under the laws of any state by reason of their extending for too great a period of time or over too great a geographical area or by reason of their being too extensive in any other respect, they shall be interpreted to extend only over the maximum period of time for which they may be enforceable and/or over the maximum geographical area as to which they may be enforceable and/or to the maximum extent in all other respects as to which they may be enforceable, all as determined by such court in such action.

6.             General Release.

a.             For and in consideration of the payments to be made and the promises set forth in this Agreement, the Executive, for himself and for his heirs, dependents, assigns, agents, executors, administrators, trustees and legal representatives (collectively, the “Releasors”) hereby forever releases, waives and discharges the Released Parties (as defined below) from each and every claim, demand, cause of action, fee, liability or right of any sort (based upon legal or equitable theory, whether contractual, common-law, statutory, federal, state, local or otherwise), known or unknown, which Releasors ever had, now have, or hereafter may have against the Released Parties by reason of any actual or alleged act, omission, transaction, practice, policy, procedure, conduct, occurrence, or other matter from the beginning of the world up to and including the Effective Date (as defined in Section 18), including without limitation, those in connection with, or in any way related to or arising out of, the Executive’s employment or termination of employment or any other agreement, understanding, relationship, arrangement, act, omission or occurrence, with the Released Parties.

b.             Without limiting the generality of the previous paragraph, this Release is intended to and shall release the Released Parties from any and all claims, whether known or unknown, which Releasors ever had, now have, or may hereafter have against the Released Parties including, but not limited to:  (1) any claim of discrimination or retaliation under the Age Discrimination in Employment Act, Title VII of the Civil Rights Act, the Americans with Disabilities Act, the Fair Labor Standards Act, the Employee Retirement Income Security Act of 1974, as amended (excluding claims for accrued, vested benefits under any employee benefit or pension plan of the Released Parties subject to the terms and conditions of such plan and applicable law) and the Family and Medical Leave Act; (2) any claim under the Constitution of the State of California, the California Fair Employment and Housing Act, the California Labor Code, the California Civil Code, the Unruh and George Civil Rights Acts, the California Family Rights Act, the California Government Code, the California Pregnancy Disability Leave Law, the California Workers’ Compensation Act or the California Continuation Benefits

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Replacement Act; (3) any other claim (whether based on federal, state or local law or ordinance, statutory or decisional) relating to or arising out of the Executive’s employment, the terms and conditions of such employment, the termination of such employment and/or any of the events relating directly or indirectly to or surrounding the termination of such employment, including, but not limited to, breach of contract (express or implied), tort, wrongful discharge, detrimental reliance, defamation, emotional distress or compensatory or punitive damages; and (4) any claim for attorney’s fees, costs, disbursements and the like.  To the maximum extent permitted by law, the Executive also promises never directly or indirectly to bring or participate in an action against any Released Party under California Business & Professions Code Section 17200 or under any other unfair competition law of any jurisdiction with respect to the Executive’s employment with MRV or the termination thereof.

c.             MRV and the Executive acknowledge and agree that the release set forth in this Section 6 does not in any way affect: (1) the Executive’s rights of indemnification and directors and officers liability insurance coverage under Section 11; (2) the Executive’s accrued, vested rights under any tax-qualified 401(k) plans maintained by MRV and its Affiliates; and (3) the right of the Executive to take whatever steps may be necessary to enforce the terms of this Agreement.

d.             The Executive 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.  The Executive further certifies that the Executive has read and understands the provisions of Section 1542 of the California Civil Code, which 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.”

e.             For purposes of 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

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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 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-

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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 hereof have been made by either party which are not expressly set forth in this Agreement.  The provisions of this Agreement shall be deemed severable and, if any provision is found to be illegal, invalid or unenforceable for any reason, (i) the provision will be amended automatically to the minimum extent necessary to cure the illegality or invalidity and permit enforcement and (ii) the illegality, invalidity or unenforceability will not affect the legality, validity or enforceability of the other provisions hereof.  No waiver by either party hereto at any time of any breach by the other party hereto of, or compliance with, any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or any prior or subsequent time.  No amendments, alterations or modifications of this Agreement will be valid unless made in writing and signed by the Executive and a duly authorized officer or director of MRV.

13.           Governing Law.  This Agreement shall be governed by, and construed under and in accordance with, the internal laws of the State of California, without reference to rules relating to conflicts of laws.

14.           No Transfer by Executive.  The Executive represents and warrants that he has not sold, assigned, transferred, conveyed or otherwise disposed of to any third party, by operation of law or otherwise, any action, cause of action, suit, debt, obligations, account, contract, agreement, covenant, guarantee, controversy, judgment, damage, claim, counterclaim, liability or demand of any nature whatsoever relating to any matter covered by this Agreement. 

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This Agreement is personal to the Executive and he may not assign, pledge, delegate or otherwise transfer any of his rights, obligations or duties under this Agreement.

15.           Dispute Resolution.The parties hereto may attempt to resolve any dispute hereunder informally via mediation or other means.  Otherwise, the parties agree that all disagreements, disputes and controversies arising under or in connection with this Agreement will be settled by arbitration conducted before a single arbitrator mutually agreed to by MRV and the Executive, sitting in Los Angeles, California or such other location agreed to by the parties, in accordance with the Commercial Arbitration Rules of the American Arbitration Association then in effect and in accordance with California Code of Civil Procedure Section 1281, 1282 and 1283, et. seq.; provided, however, that if MRV and the Executive are unable to agree on a single arbitrator within 30 days of the demand by another party for arbitration, an arbitrator will be designated by the Los Angeles Office of the American Arbitration Association.  The determination of the arbitrator will set forth in writing findings of fact and conclusions of law upon which the determination was based, and will be final and binding on the parties.  Each party waives right to trial by jury and further review or appeal of the arbitrator’s ruling, except as provided in California Code of Civil Procedure Section 1286.2.  Judgment may be entered on the award of the arbitrator in any court having proper jurisdiction.  The costs of arbitration, including the arbitrator’s fees and expenses, will be borne equally by the parties unless otherwise determined by the arbitrator.  Each party shall pay its own attorneys’ fees and expenses in connection with any such arbitration.

16.           Notices.  Any notice, waiver or other communication given hereunder (a “Notice”) will be in writing and will be deemed to have been duly given under this Agreement (except as set forth in Section 18in respect of a written notice of revocation) will be in writing and will be deemed to have been duly given (a) on the date of delivery if delivered by hand, (b) on the date of transmission, if delivered by confirmed facsimile (with a Notice contemporaneously given by another method specified in this Section 16), (c) on the first business day following the date of deposit if delivered by guaranteed overnight delivery service, or (d) on the fourth business day following the date delivered or mailed by United States registered or certified mail, return receipt requested, postage prepaid, addressed as follows:

If to the Executive:

At the address (or to the facsimile number) shown on the records of MRV.

If to MRV:

MRV Communications, Inc.

20415 Nordhoff Street

Chatsworth, California 91311

Attention: General Counsel

Facsimile: 818-407-5867

with a copy to:

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Patrick S. Brown, Esq.

Michael A. Katz, Esq.

Sullivan & Cromwell LLP

1888 Century Park East

Los Angeles, California 90067-1725

Facsimile: 310-407-2685

or to such other address as either party may have furnished to the other in writing by like Notice, except that notices of change of address will be effective only upon receipt.

17.          Nonadmissibility.  Nothing contained in this Agreement, or the fact of its submission to the Executive, will be admissible evidence against either party in any judicial, administrative, or other legal proceeding (other than an action for breach of this Agreement), or be construed as an admission of any liability or wrongdoing on the part of either party or of any violation of federal, state, or local statutory law, common law or regulation.

18.          Knowing and Voluntary Waiver.By signing this Agreement, the Executive expressly acknowledges and agrees that: (a) he has carefully read it and fully understands what it means; (b) he has discussed this Agreement with an attorney of his choosing before signing it; (c) he has been given at least 21 calendar days to consider this Agreement; (d) he has agreed to this Agreement knowingly and voluntarily and was not subjected to any undue influence or duress; (e) the consideration provided him under this Agreement is sufficient to support the releases provided by him under this Agreement; (f) he may revoke his execution of this Agreement within seven days after he signs it by sending written notice of revocation as set forth below; and (g) on the eighth day after he executes this Agreement (the “Effective Date”), this Agreement becomes effective and enforceable, provided that the Executive does not revoke this Agreement during the revocation period.  Any revocation of the Executive’s execution of this Agreement must be submitted, in writing, to MRV Communications, Inc., 20415 Nordhoff Street, Chatsworth, California 91311, to the attention of the General Counsel, stating “I hereby revoke my execution of the Separation and Release Agreement.”  The revocation must be personally delivered to the General Counsel or mailed to the General Counsel and postmarked within seven days of the Executive’s execution of this Agreement.  If the last day of the revocation period is a Saturday, Sunday or legal holiday, then the revocation period will be extended to the following day which is not a Saturday, Sunday or legal holiday.  The Executive agrees that if he does not execute this Agreement or, in the event of revocation, he will not be entitled to receive any of the payments or benefits under Section 2.

19.          Tax Matters.

a.             MRV may withhold from any and all amounts payable to the Executive under this Agreement or otherwise such federal, state and local taxes as may be required to be withheld pursuant to any applicable law or regulations and all other amounts or charges required to be withheld and deducted.

b.             It is the parties’ intention that the payments and benefits provided under this Agreement be exempt from or comply with Section 409A (“Section 409A”) of the Internal Revenue Code of 1986, as amended (the “Code”), and the regulations and other

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guidance promulgated thereunder and, accordingly, this Agreement will be interpreted to be consistent with such intent.  To the extent any taxable expense reimbursement or in-kind benefits under this Agreement is subject to Section 409A, the amount thereof eligible in one taxable year shall not affect the amount eligible for any other taxable year, in no event shall any expenses be reimbursed after the last day of the taxable year following the taxable year in which the Executive incurred such expenses and in no event shall any right to reimbursement or receipt of in-kind benefits be subject to liquidation or exchange for another benefit.  Each payment under this Agreement will be treated as a separate payment for purposes of Section 409A.  To extent that any benefit or payment would be subject to the additional tax of Section 409A if paid or provided during the six months beginning on the date of the Executive’s termination of employment, it will be accumulated and paid or provided on the first business day of the seventh month following that date (or earlier, if permitted by Section 409A).  A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment unless such termination also constitutes a “separation from service” within the meaning of Section 409A.

20.          Third Party Beneficiaries.  The Executive acknowledges and agrees that (a) each of MRV’s Affiliates shall be a third party beneficiary of Section 5 and (b) each Released Party shall be a third party beneficiary to the releases set forth in Section 6 and the Supplemental General Release, with full rights to enforce this Agreement and the matters documented herein.

21.          Interpretation.  The parties hereto acknowledge and agree that:  (a) each party hereto and its counsel reviewed and negotiated the terms and provisions of the Agreement and have contributed to their revision; and (b) the rule of construction to the effect that any ambiguities are resolved against the drafting party will not be employed in the interpretation of the Agreement.

22.          Counterparts.  This Agreement may be executed (including by facsimile transmission confirmed promptly thereafter by actual delivery of executed counterparts) with counterpart signature pages or in counterparts, each of which together constitute one and the same instrument.

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IN WITNESS WHEREOF, the parties hereto have executed and delivered this Agreement as of the day and year set forth at the head of this Agreement.

	MRV COMMUNICATIONS, INC.
Dated: June 8, 2010	/s/ Jennifer Hankes Painter
	Name: Jennifer Hankes Painter
	Title:   VP, General Counsel
	EXECUTIVE
Dated: June 8, 2010	/s/ Noam Lotan
	Noam Lotan

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EXHIBIT A

RESIGNATIONS

Effective as of June 30, 2010, I hereby resign from my position as Chief Executive Officer of MRV Communications, Inc. (“MRV”), as a member of the Board of Directors of MRV and from all other offices, directorships, trusteeships, committee memberships and fiduciary capacities held with, or on behalf of, MRV or its subsidiaries or affiliates.

I acknowledge that such resignations are not on account of any disagreement with MRV relating to its operations, policies or practices.

Noam Lotan

Dated: June 30, 2010

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EXHIBIT B

STOCK OPTION SUMMARY

Grant Date	Exercise Price		Option Shares*	Vested	Accelerated		Stated Expiration Date	Actual Expiration Date
10/29/01	$	2.70	80,000	80,000	—		9/21/11	9/21/11
10/29/02	$	0.99	100,000	—	76,767	**	10/29/12	10/29/12
10/29/02	$	0.99	12,000	12,000	—		10/29/12	10/29/12
12/29/03	$	3.35	20,000	20,000	—		12/29/13	6/30/13
3/22/04	$	2.80	25,000	25,000	—		3/22/14	6/30/13
2/28/05	$	3.70	60,000	60,000	—		2/28/15	6/30/13
12/30/05	$	2.05	35,000	35,000	—		12/30/15	6/30/13
6/1/06	$	3.24	70,000	70,000	—		6/1/16	6/30/13
8/1/07	$	2.63	160,000	80,000	—		8/1/17	6/30/13
3/3/08	$	1.49	170,000	85,000	—		3/3/18	6/30/13
			732,000	467,000	76,767

*Any stock options not vested as of the Termination Date (after taking into account any acceleration provided for in this Agreement) automatically shall be forfeited as of the Termination Date.

**The portion of the stock option that will be vested as of the Termination Date is determined by multiplying 100,000 by a fraction, the numerator of which is the number of days between October 29, 2002 and the Termination Date (2,802) and the denominator of which is 3,650.

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EXHIBIT C

Supplemental General Release

This Supplemental General Release, dated as of the      day of July, 2010, is delivered by Noam Lotan (the “Executive”) to and for the benefit of the Released Parties (as defined below).  The Executive acknowledges that this Supplemental General Release is being executed in accordance with Section 7 of the Separation and Release Agreement dated June     , 2010 (the “Separation Agreement”).

1.             General Release.  (a)  The Executive, for himself and for his heirs, dependents, assigns, agents, executors, administrators, trustees and legal representatives (collectively, the “Releasors”) hereby forever releases, waives and discharges the Released Parties (as defined below) from each and every claim, demand, cause of action, fee, liability or right of any sort (based upon legal or equitable theory, whether contractual, common-law, statutory, federal, state, local or otherwise), known or unknown, which Releasors ever had, now have, or hereafter may have against the Released Parties by reason of any actual or alleged act, omission, transaction, practice, policy, procedure, conduct, occurrence, or other matter from the beginning of the world up to and including the Effective Date (as defined below), including without limitation, those in connection with, or in any way related to or arising out of, the Executive’s employment or termination of employment or any other agreement, understanding, relationship, arrangement, act, omission or occurrence, with the Released Parties.

(b)           Without limiting the generality of the previous paragraph, this Supplemental General Release is intended to and shall release the Released Parties from any and all claims, whether known or unknown, which Releasors ever had, now have, or may hereafter have against the Released Parties including, but not limited to:  (1) any claim of discrimination or retaliation under the Age Discrimination in Employment Act, Title VII of the Civil Rights Act, the Americans with Disabilities Act, the Fair Labor Standards Act, the Employee Retirement Income Security Act of 1974, as amended (excluding claims for accrued, vested benefits under any employee benefit or pension plan of the Released Parties subject to the terms and conditions of such plan and applicable law) and the Family and Medical Leave Act; (2) any claim under the Constitution of the State of California, the California Fair Employment and Housing Act, the California Labor Code, the California Civil Code, the Unruh and George Civil Rights Acts, the California Family Rights Act, the California Government Code, the California Pregnancy Disability Leave Law, the California Workers’ Compensation Act or the California Continuation Benefits Replacement Act; (3) any other claim (whether based on federal, state or local law or ordinance, statutory or decisional) relating to or arising out of the Executive’s employment, the terms and conditions of such employment, the termination of such employment and/or any of the events relating directly or indirectly to or surrounding the termination of such employment, including, but not limited to, breach of contract (express or implied), tort, wrongful discharge, detrimental reliance, defamation, emotional distress or compensatory or punitive damages; and (4) any claim

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for attorney’s fees, costs, disbursements and the like.  To the maximum extent permitted by law, the Executive also promises never directly or indirectly to bring or participate in an action against any Released Party under California Business & Professions Code Section 17200 or under any other unfair competition law of any jurisdiction with respect to the Executive’s employment with MRV Communications, Inc. (“MRV”) or the termination thereof.

(c)           The foregoing release does not in any way affect: (1) the Executive’s rights of indemnification and directors and officers liability insurance coverage under Section 11 of the Separation Agreement; (2) the Executive’s accrued, vested rights under any tax-qualified 401(k) plans maintained by MRV and its subsidiaries and affiliates; and (3) the right of the Executive to take whatever steps may be necessary to enforce the terms of the Separation Agreement.

(d)           The Executive 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.  The Executive further certifies that the Executive has read and understands the provisions of Section 1542 of the California Civil Code, which 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.”

(e)           For purposes of this Supplemental General 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).

2.             No Existing Suit.  The Executive represents and warrants that, as of the Effective Date of this Supplemental General Release, he has not filed or commenced any suit, claim, charge, complaint, action, arbitration, or legal proceeding of any kind against MRV or its subsidiaries or affiliates.  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. 

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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.

3.             MRV Release.

(a)           MRV and each of its subsidiaries or affiliates (collectively, “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 (1) any knowing violations of law, (2) 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 (3) 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 Key Employee Agreement dated as of March 23, 1992, as amended on August 10, 1992 and November 16, 1994).  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-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.”

4.             Knowing and Voluntary Waiver.By signing this Supplemental General Release, the Executive expressly acknowledges and agrees that: (a) he has carefully read it and fully understands what it means; (b) he has discussed this Supplemental General Release with an attorney of his choosing before signing it; (c) he has been given at least 21 calendar days to consider this Supplemental General Release; (d) he has agreed to this Supplemental General Release knowingly and voluntarily and was not subjected to any undue influence or duress; (e) the consideration provided him under Separation Agreement is sufficient to support the releases provided by him under this Supplemental

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General Release; (f) he may revoke his execution of this Supplemental General Release within seven days after he signs it by sending written notice of revocation as set forth below; and (g) on the eighth day after he executes this Supplemental General Release (the “Effective Date”), this Supplemental General Release becomes effective and enforceable, provided that the Executive does not revoke this Agreement during the revocation period.  Any revocation of the Executive’s execution of this Supplemental General Release must be submitted, in writing, to MRV Communications, Inc., 20415 Nordhoff Street, Chatsworth, California 91311, to the attention of the General Counsel, stating “I hereby revoke my execution of the Supplemental General Release.”  The revocation must be personally delivered to the General Counsel or mailed to the General Counsel and postmarked within seven days of the Executive’s execution of this Supplemental General Release.  If the last day of the revocation period is a Saturday, Sunday or legal holiday, then the revocation period will be extended to the following day which is not a Saturday, Sunday or legal holiday.  The Executive agrees that if he does not execute this Supplemental General Release or, in the event of revocation, he will not be entitled to receive any of the payments or benefits under Section 2 of the Separation Agreement.  The Executive must execute this Supplemental General Release on or before July 21, 2010.

This Release is final and binding and may not be changed or modified.

Date: July     , 2010
	Noam Lotan

Acknowledged and Agreed:

MRV COMMUNICATIONS, INC.

Name:

Title:

Date: July     , 2010

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EX-10.2

Exhibit 10.2

	20415 Nordhoff Street
	Chatsworth, California 91311

June 8, 2010

Mr. Dilip Singh

at the address on file with

MRV Communications, Inc.

Dear Dilip:

The purpose of this letter (the “Letter Agreement”) is to acknowledge and set forth the terms and conditions of your employment with MRV Communications, Inc., a Delaware corporation (the “Company,” which term, to the extent the context requires or is otherwise appropriate, will also include any subsidiaries or affiliates of the entity).  Your employment with the Company under this Letter Agreement will commence on July 1, 2010 (the “Employment Commencement Date”).

1.             Position; Duties and Responsibilities; Other Activities; Location.

(a)           Position; Duties and Responsibilities.  While you are employed by the Company, you will serve on an interim basis as the Chief Executive Officer of the Company and will report to the Board of Directors of the Company (the “Board”).  You will have such duties and responsibilities as are commensurate with your position and such other duties and responsibilities commensurate with your position as are from time to time assigned to you by the Board (or a committee thereof).

(b)           Other Activities. While you are employed by the Company, you will devote your full business time, energy and skill to the performance of your duties and responsibilities hereunder, provided the foregoing will not prevent you from (1) serving as a non-executive director on the board of directors of non-profit organizations and, with the prior written approval of the Board, other companies, (2) participating in charitable, civic, educational, professional, community or industry affairs or (3) managing your and your family’s passive personal investments; provided such activities individually or in the aggregate do not interfere or conflict with your duties and responsibilities hereunder or create a potential business or fiduciary conflict.

(c)           Location.  The Company acknowledges and agrees that you will perform your duties and responsibilities in various geographic locations and that your primary work location will be at your current office in Monroe, Connecticut.  If the Company requires you to relocate to the Company’s headquarters or another office more than 50 miles from your current office in Monroe, Connecticut, upon

presentment to the Company of appropriate documentation, the Company agrees to pay for or reimburse you for all reasonable moving and relocation expenses and costs you incur, the cost of roundtrip travel between your current residence and such headquarters or office once per week, and temporary lodging costs prior to such relocation.  In addition, if your employment with the Company is terminated by the Company other than for Cause (as defined below), upon presentment to the Company of appropriate documentation, the Company agrees to pay for or reimburse you for all reasonable moving and relocation expenses and costs you incur in connection with your move back to Monroe, Connecticut, provided such expenses and costs are incurred within 90 days of the date of your termination of employment.  You further acknowledge and agree that the performance of your duties and responsibilities hereunder will require substantial business travel, including to the Company’s other offices.

2.             Base Salary.  While you are employed by the Company, the Company will pay you a base salary at the annual rate of $500,000, in accordance with the usual payroll practices of the Company.  Your base salary will be reviewed annually by the Board (or a duly authorized committee thereof) and is subject to merit increases as determined by the Board (or a duly authorized committee thereof) in its sole discretion.

3.             Sign-On Stock Option Grant.

(a)           Grant.  The Company will recommend to the Board (or a duly authorized committee thereof) that the Company grant to you on the Employment Commencement Date (or if such date is not a Nasdaq trading day, then the first Nasdaq trading day immediately following such date) (the “Grant Date”), a non-qualified stock option (the “Option”) to purchase 1,750,000 shares of the Company’s common stock, par value $0.0017 (the “Common Stock”).  The Option will be granted pursuant to the MRV Communications, Inc. 2007 Omnibus Incentive Plan (the “2007 Plan”) or, if all or a portion of the Option is not permitted to be granted under the 2007 Plan for any reason, pursuant to another shareholder-approved equity plan or a non-shareholder approved arrangement, in which case the terms and conditions of the Option granted pursuant to such non-shareholder approved arrangement will be identical to those of the 2007 Plan (except that the Option will not be granted under the 2007 Plan) (the “Incentive Plan”).  The Option will have an exercise price equal to the fair market value (as defined in the 2007 Plan) of the Common Stock on the Grant Date and will be for a term of ten years, subject to earlier termination as provided in the Incentive Plan or herein.  You and the Company agree that the granting of the Option is an inducement material to your decision to enter into this Letter Agreement and accept employment with the Company.

(b)           Vesting.  Subject to accelerated vesting as set forth in this Letter Agreement, the Option will vest and become exercisable immediately prior to the

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close of business on June 30, 2011 (the “Vesting Date”), provided that you remain continuously employed by the Company through such date.  If, prior to the Vesting Date, (1) your employment with the Company is terminated by the Company other than for Cause or (2) a Change in Control (as defined in the 2007 Plan) occurs, the Option will be fully vested and exercisable.  In the event of your termination of employment (other than by the Company for Cause), if the Option has vested, the Option will remain exercisable until the earliest of the expiration of the Option term or the fourth anniversary of the date of your termination of employment.  Any unexercised portion of the Option will be forfeited in its entirety (whether vested or unvested) in the event of your termination of employment by the Company for Cause.  For purposes of this Letter Agreement, “Cause” means (i) your willful misconduct or gross negligence which, in the good faith judgment of the Board, has a material adverse impact on the Company (either economically or on its reputation); (ii) your conviction of, or pleading of guilty or nolo contendere to, a felony (or equivalent outside of the United States) or any crime involving fraud or material dishonesty; (iii) your failure to attempt in good faith to perform your duties or to follow the legal direction of the Board, which failure is not remedied within 30 days of written notice from the Board specifying the details thereof; and (iv) any other material breach by you of this Letter Agreement, the Company’s written code of conduct, written code of ethics or other written policy that is not remedied within 30 days of written notice from the Board specifying the details thereof.

(c)           Other Terms.  The Option will be subject to all of the terms and conditions of, the Incentive Plan and the form of stock option agreement used for similarly situated executives of the Company, to the extent not contrary to the terms of this Letter Agreement.  The Option will include a cashless exercise feature.

(d)           Registration.  The shares of Common Stock underlying the Option will be timely registered on a Form S-8.

4.             Benefits and Fringes.

(a)           General.  While you are employed by the Company, you will be entitled to such benefits and fringes, if any, as are generally provided from time to time by the Company to similarly situated executives at a level commensurate with your position, subject to the satisfaction of any eligibility requirements.  In lieu of coverage under the Company’s group health plan, the Company will pay you a monthly amount equal to the employer portion of the premium cost the Company would have paid on your behalf if you were covered by the Company’s group health plan for you to obtain health insurance for you and your eligible dependents.  Notwithstanding the foregoing, the Company may modify or terminate any employee benefit plan at any time.

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(b)           Vacation.  You will also be entitled to annual paid vacation in accordance with the Company’s vacation policies in effect from time to time, but in no event less than four weeks per calendar year (as prorated for partial years), which vacation may be taken at such times as you elect with due regard to the needs of the Company and provided that at all times you are reasonably reachable by the Company.

(c)           Reimbursement of Business and Entertainment Expenses.  Upon presentation of appropriate documentation, you will be reimbursed in accordance with the Company’s expense reimbursement policy in effect from time to time (including, without limitation, expense verification policies) for all reasonable and necessary business and entertainment expenses incurred in connection with the performance of your duties and responsibilities hereunder.

5.             Termination of Employment.

(a)           General.  Your employment under this Letter Agreement will begin on the Employment Commencement Date and end on June 30, 2011 (the “End Date”), unless extended by mutual agreement of the parties.  At all times, your employment with the Company is “at-will” which means that employment with the Company may be terminated at any time by either you or the Company for any reason (or no reason) upon 45 days’ advanced written notice to the other party; provided, however, that in the event that you give notice of termination to the Company, the Company may, in its sole discretion, make such termination effective earlier than any notice date; provided, further, that the Company may terminate your employment immediately upon written notice to you of a termination for Cause (provided that you have first been provided the opportunity to cure an event as provided in the definition of Cause set forth in paragraph 3(b)).  Your employment will automatically terminate on the date of your death.  The Option will be fully vested upon the End Date if you are employed on the End Date, whether or not this Letter Agreement is extended.

(b)           Resignations.  Upon termination of your employment for any reason, you agree to immediately resign from (1) all boards of directors, committees and officer or other positions of the Company and (2) all fiduciary positions (including as trustee) you hold with respect to any pension plans or trusts established by the Company.

(c)           Payment of Accrued Amounts.  Upon termination of your employment for any reason, except as provided in paragraph 5(d), the Company will have no obligations to you under this Letter Agreement other than to pay or provide, to the extent not theretofore paid or provided, (1) any accrued and unpaid base salary through the date of your termination of employment in accordance with the Company’s payroll practices, (2) any accrued but unused vacation in

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accordance with Company policy, (3) reimbursement for any unreimbursed business and entertainment expenses incurred through the date of your termination of employment in accordance with Company policy, and (4) any other amounts and benefits you are entitled to receive under law or under any employee benefit plan or program, or equity plan or grant in accordance with the terms and provisions of such plans, programs, equity plan and grants (collectively, “Accrued Benefits”).

(d)           Payment of Severance.  Subject to paragraph 5(e), on the 55th day following the date of your termination of employment by the Company without Cause or by you for Good Reason (as defined below) prior to the End Date (or the first business day thereafter), the Company will pay you a lump sum payment equal to the greater of (1) the sum of the remaining base salary you would have otherwise been entitled to receive from the date of your termination of employment through the End Date and (2) $125,000.  For purposes of this Letter Agreement, “Good Reason” means, without your prior consent, (i) a material diminution in your duties or responsibilities, (ii) a material diminution in your base salary, or (iii) any material breach by the Company of a material provision of this Letter Agreement (including, for the avoidance of doubt, the failure of the Company to grant the Option in accordance with the provisions of paragraph 3(a)); provided, however, that an event shall only constitute Good Reason if you have given the Company written notice within 90 days following the first occurrence of the event constituting Good Reason setting forth the circumstances alleged to constitute Good Reason and 45 days to cure the event alleged to constitute Good Reason.  If the Company does not timely and reasonably remedy the event you allege constitutes Good Reason and agrees that the event constitutes Good Reason, then your termination of employment will be effective on the 45th day following the date you delivered notice to the Company specifying the event alleged to constitute Good Reason.  You will have no duty to mitigate damages upon termination of your employment.  The severance payment provided in this paragraph 5(d) is in lieu of any termination or severance payments for which you may be eligible under any of the plans, policies or programs of the Company (except for Accrued Benefits and the relocation benefits provided for in paragraph 1(c)).

(e)           Release Required.  The amount payable pursuant to paragraph 5(d) shall only be payable if you deliver to the Company and do not revoke a general release of all claims related to the Company and its past and present officers, directors, employees and stockholders in such form and substance satisfactory to the Company and such general release becomes irrevocable within 55 days the date of your termination of employment; provided, however, that, such release will not include a waiver of any rights you may have (1) to Accrued Benefits, (2) under any outstanding equity grant, (3) to enforce your rights under

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this Letter Agreement, (4) as a stockholder of the Company, if applicable, and (5) to indemnification and directors and officers liability insurance coverage under paragraph 11.

6.             Contingent Reduction of Parachute Payments.  If there is a change in ownership or control of the Company that would cause any payment or distribution by the Company or any other person or entity to you or for your benefit (whether paid or payable or distributed or distributable pursuant to the terms of this Letter Agreement or otherwise) (a “Payment”) to be subject to the excise tax imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”) (such excise tax, together with any interest or penalties incurred by you with respect to such excise tax, the “Excise Tax”), then you will receive the greatest of the following, whichever gives you the highest net after-tax amount (after taking into account federal, state, local and social security taxes): (a) the Payments or (b) one dollar less than the amount of the Payments that would subject you to the Excise Tax (the “Safe Harbor Amount”).  If a reduction in the Payments is necessary so that the Payments equal the Safe Harbor Amount and none of the Payments constitutes a “deferral of compensation” within the meaning of and subject to Section 409A (“Nonqualified Deferred Compensation”), then the reduction shall occur in the manner you elect in writing prior to the date of payment.  If any Payment constitutes Nonqualified Deferred Compensation or if you fail to elect an order, then the Payments to be reduced will be determined in a manner which has the least economic cost to you and, to the extent the economic cost is equivalent, will be reduced in the inverse order of when payment would have been made to you, until the reduction is achieved.  All determinations required to be made under this paragraph 6, including whether and when the Safe Harbor Amount is required and the amount of the reduction of the Payments and the assumptions to be utilized in arriving at such determination, shall be made by a certified public accounting firm designated by the Company (the “Accounting Firm”).  All fees and expenses of the Accounting Firm shall be borne solely by the Company.  Any determination by the Accounting Firm shall be binding upon the Company and you.

7.             Employee Covenants.

(a)           Confidentiality.  You agree that, while you are employed by the Company and thereafter, you will not, directly or indirectly, use, make available, sell, disclose or otherwise communicate to any person, other than in the course of the good faith performance of your assigned duties and responsibilities and for the benefit of the Company, either during the period of your employment or at any time thereafter, any business and technical information or trade secrets, nonpublic, proprietary or confidential information, knowledge or data relating to the Company or its businesses, which you will have obtained during your employment with the Company (“Confidential Information”).  Notwithstanding the foregoing, “Confidential Information” will not apply to information that: (1)

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was known to the public prior to its disclosure to you; (2) becomes generally known to the public subsequent to disclosure to you through no wrongful act of you or any of your representatives; or (3) you are required to disclose by applicable law, regulation or legal process (provided that you provide the Company with prior notice of the contemplated disclosure and reasonably cooperate with the Company at its expense in seeking a protective order or other appropriate protection of such information).  You also agree to turn over all copies of Confidential Information in your control to the Company upon request or upon termination of your employment with the Company.

(b)           Non-Solicitation of Business Partners.  You agree that, while you are employed by the Company and during the one-year period following the Termination Date (the “Restricted Period”), you will not, either directly or indirectly, induce, influence, persuade, solicit or attempt to induce, influence persuade, or solicit any business partner, vendor, customer or supplier of the Company to terminate the business relationship of such person with the Company, to materially reduce the amount of business conducted with the Company or in any way interfere with the relationship between any such business partner, vendor, customer or supplier and the Company.

(c)           Non-Solicitation of Employees.  You agree that, during the Restricted Period, you will not, either directly or indirectly, hire employees or former employees of the Company (which shall for this purpose only include individuals employed by the Company at any point during the six months preceding such hiring) or induce, influence, persuade, solicit or attempt to induce, influence, persuade or solicit any employees of the Company to leave the employ of the Company, nor will you help others to do so, except in the good faith performance of your duties and responsibilities hereunder.

(d)           Non-Disparagement.  You agree that, while you are employed by the Company and thereafter, you will not, or encourage or induce others to, Disparage the Company or any of its past and present officers, directors, employees, stockholders, products or services.  “Disparage” includes, without limitation, making comments or statements to the press, the Company’s employees or any individual or entity with whom the Company has a business relationship (including, without limitation, any vendor, supplier, customer or distributor of the Company) that could adversely affect in any manner: (1) the conduct of the business of the Company (including, without limitation, any products or business plans or prospects); or (2) the business reputation of the Company, or any of its products or services, or the business or personal reputation of the Company’s past or present officers, directors, employees or stockholders.  Nothing herein shall prohibit you (i) from responding truthfully to any governmental investigation, legal process or inquiry related thereto, (ii) from

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making traditional competitive statements in the course of promoting a competitive business, so long as any statements described in this clause (ii) do not intentionally Disparage the Company or any of its past and present officers, directors, employees, stockholders, products or services and are not based on Confidential Information obtained during the course of your employment with the Company, (iii) from making statements in the course of the good faith performance of your assigned duties and responsibilities and for the benefit of the Company or in order to in good faith enforce your rights under this Letter Agreement, (iv) from rebutting untrue or misleading statements in good faith.  This paragraph is made and entered into solely for the benefit of the Company and its successors and permitted assigns, and no other person or entity shall have any cause of action hereunder.

(e)           Transition and Other Assistance.  During the 30 days after notice of termination of your employment has been given (or, if shorter, during the period between the date written notice of termination is provided pursuant to paragraph 5(a) and the effective date of your termination of employment), you will take all actions the Company may reasonably request to maintain the Company’s business, goodwill and business relationships and to assist with transition matters.  In addition, upon the receipt of notice from the Company (including outside counsel), you agree that while you are employed by the Company and thereafter, you will respond and provide information with regard to matters in which you have knowledge as a result of your employment with the Company, and will provide assistance to the Company and its representatives in the defense or prosecution of any claims that may be made by or against the Company, to the extent that such claims may relate to the period of your employment with the Company.  You agree to promptly inform the Company if you become aware of any lawsuits involving such claims that may be filed or threatened against the Company.  You also agree to promptly inform the Company (to the extent you are legally permitted to do so) if you are asked to assist in any investigation of the Company (or its actions), regardless of whether a lawsuit or other proceeding has then been filed against the Company with respect to such investigation, and will not do so unless legally required.  Upon presentment to the Company of appropriate documentation, the Company will compensate you at your customary per diem consulting fee in effect at the time, plus reasonable expenses, in connection with any actions requested by the Company under this paragraph following the termination of your employment.  Following the termination of your employment, the Company agrees that it will coordinate any such request for assistance with your other business or professional commitments and responsibilities to minimize the degree to which such request interferes with such commitments and responsibilities.

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(f)            Tolling.  In the event of any violation of the provisions of this paragraph 7, you acknowledge and agree that the post-termination restrictions contained in this paragraph 7 shall be extended by a period of time equal to the period of such violation, it being the intention of the parties hereto that the running of the applicable post-termination restriction period shall be tolled during any period of such violation.

(g)           Equitable Relief.  Notwithstanding anything in this Letter Agreement to the contrary, in the event of a breach or threatened breach by you of the provisions of paragraph 7, you acknowledge that the Company’s remedies at law would be inadequate and, in recognition of this fact, you agrees that, in the event of such a breach or threatened breach, in addition to any remedies at law, the Company, without posting any bond, shall be entitled to obtain equitable relief in the form of specific performance, a temporary restraining order, a temporary or permanent injunction or any other equitable remedy which may then be available.

(h)           Survival of Provisions.  The obligations contained in this paragraph 7 will survive the termination of your employment with the Company and will be fully enforceable thereafter.

8.             Representations.  You represent and warrant to the Company that: (a) you have the legal right to enter into this Letter Agreement and to perform all of the obligations on your part to be performed hereunder in accordance with its terms; (b) you are not a party to any contract, agreement or understanding, written or oral, which could prevent you from entering into this Letter Agreement or performing all of your duties and responsibilities hereunder; and (c) except as previously disclosed to the Company prior to the Employment Commencement Date, you are not a party to any agreement containing any non-competition, non-solicitation, confidentiality or other restrictions on your activities.  You acknowledge and agree that: (1) you will not bring to the Company, or improperly utilize here in your work or otherwise, any documents, memoranda, or other confidential information or trade secrets which were produced or obtained by you during your prior employment and (2) no such information should be discussed with or disclosed to anyone at the Company, in connection with that person’s work or otherwise.  You further represent and warrant to the Company that, to the best of your knowledge, information and belief, you are not aware of any action taken by you (or any failure to act) that could form the basis for a breach of fiduciary duty or related claim against you by any current or former employer.

9.             Assignment.  Notwithstanding anything else herein, this Letter Agreement is personal to you and neither this Letter Agreement nor any rights hereunder may be assigned by you.  The Company may assign this Letter Agreement to an affiliate or to any acquiror of all or substantially all of the business and/or assets of the Company, in which case the term “Company” will mean such affiliate or acquiror.  This Letter Agreement will inure to the benefit of and be binding upon the personal or legal

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representatives, executors, administrators, successors, heirs, distributees, devisees, legatees and permitted assignees of the parties.

10.           Arbitration.  You agree that all disagreements, disputes and controversies between you and the Company arising under or in connection with this Letter Agreement, other than injunctive relief under paragraph 7(g), will be settled by arbitration conducted before a single arbitrator mutually agreed to by the Company and you, sitting in Fairfield County, Connecticut or such other location agreed to by you and the Company, in accordance with the Commercial Arbitration Rules of the American Arbitration Association then in effect; provided, however, that if the Company and you are unable to agree on a single arbitrator within 30 days of the demand by another party for arbitration, an arbitrator will be designated by the Boston Office of the American Arbitration Association.  The determination of the arbitrator will set forth in writing findings of fact and conclusions of law upon which the determination was based, and will be final and binding on you and the Company.  Each party waives right to trial by jury and further review or appeal of the arbitrator’s ruling.  Judgment may be entered on the award of the arbitrator in any court having proper jurisdiction.  The arbitrator will, in its award, allocate between the parties the costs of arbitration, including the arbitrator’s fees and expenses, in such proportions as the arbitrator deems just.  Each party shall pay its own attorneys’ fees and expenses in connection with any such arbitration.

11.           Indemnification; Liability Insurance.  The Company hereby agrees to indemnify you and hold you harmless to the fullest extent permitted under the by-laws of the Company in effect on the date of this Letter Agreement against and in respect to any actual or threatened actions, suits, proceedings, claims, demands, judgments, costs, expenses (including reasonable attorney’s fees), losses, and damages resulting from the good faith performance of your assigned duties and responsibilities with the Company.  The Company, within 30 days of presentation of invoices, will advance to you reimbursement of all legal fees and disbursements you incur in connection with any potentially indemnifiable matter provided that you, to the extent required by applicable law, undertake to repay such amount in the event that it is ultimately determined that you are not entitled to be indemnified.  In addition, the Company will cover you under directors and officers liability insurance both during and, while potential liability exists, after the termination of your employment in the same amount and to the same extent as the Company covers its other officers and directors.  You will not be liable to the Company for your acts or omissions, except to the extent that such acts or omissions were not made in the good faith performance of your assigned duties and responsibilities, were a violation of law or resulted from your willful misconduct or gross negligence or any other act or omission that would constitute grounds for terminating your employment for Cause.  The obligations and limits contained in this paragraph 11 will survive the termination of your employment with the Company.

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12.           Legal Fees.  Upon presentation of appropriate documentation, the Company will pay or reimburse you for all reasonable and documented legal fees and related expenses incurred in connection with the drafting, negotiation and execution of this Letter Agreement and any related equity award agreement, up to a maximum of $15,000.

13.           Withholding.  The Company may withhold from any and all amounts payable to you under this Letter Agreement or otherwise such federal, state and local taxes as may be required to be withheld pursuant to any applicable laws or regulations and all other amounts or charges required to be withheld or deducted.

14.           Governing Law.  This Letter Agreement will be governed by, and construed under and in accordance with, the internal laws of the State of Connecticut, without reference to rules relating to conflicts of laws.

15.           Entire Agreement; Severability; Waiver; Amendments.  This Letter Agreement and the agreements referenced herein contain the entire agreement of the parties relating to the subject matter hereof, and supercede in their entirety any and all prior agreements, understandings or representations relating to the subject matter hereof.  No agreements or representations, oral or otherwise, express or implied, with respect to the subject matter hereof have been made by either party which are not expressly set forth in this Letter Agreement.  The provisions of this Letter Agreement shall be deemed severable and, if any provision is found to be illegal, invalid or unenforceable for any reason, (a) the provision will be amended automatically to the minimum extent necessary to cure the illegality or invalidity and permit enforcement and (b) the illegality, invalidity or unenforceability will not affect the legality, validity or enforceability of the other provisions hereof.  No waiver by either party hereto at any time of any breach by the other party hereto of, or compliance with, any condition or provision of this Letter Agreement to be performed by such other party shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or any prior or subsequent time.  No amendments, alterations or modifications of this Letter Agreement will be valid unless made in writing and signed by you and a duly authorized officer or director of the Company.

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16.           Notice.  For the purpose of this Letter Agreement, notices and all other communications required or permitted to be given under this Letter Agreement (a “Notice”) will be in writing and will be deemed to have been duly given (a) on the date of delivery if delivered by hand, (b) on the date of transmission, if delivered by confirmed facsimile (with a Notice contemporaneously given by another method specified in this paragraph 16), (c) on the first business day following the date of deposit if delivered by guaranteed overnight delivery service, or (d) on the fourth business day following the date delivered or mailed by United States registered or certified mail, return receipt requested, postage prepaid, addressed as follows:

If to you:

At the address (or to the facsimile number) shown on the records of the Company.

with a copy to:

David A. Swerdloff, Esq.

Day Pitney LLP

One Canterbury Green

Stamford, Connecticut 06901

Facsimile: 203-977-7301

If to the Company:

MRV Communications, Inc.

20415 Nordhoff Street

Chatsworth, California 91311

Attention: General Counsel

Facsimile: 818-407-5867

with a copy to:

Patrick S. Brown, Esq.

Michael A. Katz, Esq.

Sullivan & Cromwell LLP

1888 Century Park East

Los Angeles, California 90067-1725

Facsimile: 310-407-2685

or to such other address as either party may have furnished to the other in writing by like Notice, except that notices of change of address will be effective only upon receipt.

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17.           Section 409A.  It is the parties’ intention that the payments and benefits to which you could become entitled in connection with your employment under this Letter Agreement be exempt from or comply with Section 409A of the Code and the regulations and other guidance promulgated thereunder (“Section 409A”) and, accordingly, this Letter Agreement will be interpreted to be consistent with such intent.  To the extent any taxable expense reimbursement or in-kind benefits under this Letter Agreement is subject to Section 409A, the amount thereof eligible in one taxable year shall not affect the amount eligible for any other taxable year, in no event shall any expenses be reimbursed after the last day of the taxable year following the taxable year in which you incurred such expenses and in no event shall any right to reimbursement or receipt of in-kind benefits be subject to liquidation or exchange for another benefit.  Each payment under this Letter Agreement will be treated as a separate payment for purposes of Section 409A.  To extent that any benefit or payment would be subject to the additional tax of Section 409A if paid or provided during the six months beginning on the date of your termination of employment, it will be accumulated and paid or provided on the first business day of the seventh month following that date (or earlier, if permitted by Section 409A).  A termination of employment shall not be deemed to have occurred for purposes of any provision of this Letter Agreement providing for the payment of any amounts or benefits upon or following a termination of employment unless such termination also constitutes a “separation from service” within the meaning of Section 409A.

[Signature Page to Follow]

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We hope that you find the foregoing terms and conditions acceptable.  Please acknowledge your agreement and acceptance of the terms and conditions set forth in this Letter Agreement by signing below and returning the original copy of this letter to me.

We look forward to the leadership and valuable contributions you will make to the Company.

Very truly yours,
MRV COMMUNICATIONS, INC.
By:	/s/ Jennifer Hankes Painter
Name:	Jennifer Hankes Painter
Title:	VP, General Counsel

Agreed to and Accepted:

/s/ Dilip Singh

Dilip Singh

Dated: June 8, 2010

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EX-99.1

Exhibit 99.1

MRV Communications Names Dilip Singh as CEO

Noam Lotan Steps Down after a 20 year career at MRV

CHATSWORTH, CA — June 10, 2010 — MRV COMMUNICATIONS, INC. (Pink Sheets: MRVC), today announced that Noam Lotan plans to step down as chief executive officer and director on June 30, 2010.  The Board of Directors has appointed Dilip Singh to serve as chief executive officer effective July 1, 2010 for a one-year term.  Singh is a 38 year telecommunications industry veteran with a wealth of global markets, technical and M&A expertise.

Joan Herman, chair of the Board of Directors said, “I am pleased to welcome Dilip to the MRV team, and I look forward to working closely with him.  His extensive industry experience and track record make him the ideal leader to take MRV to the next level.  On behalf of our Board of Directors, our stockholders and employees, I want to thank Noam for his dedication and absolute commitment to MRV over so many years.  We wish him success in the future.”

“New products, improving industry conditions and expense control measures are beginning to generate positive results and long-term value creation for MRV,” said Noam Lotan, chief executive officer of MRV Communications.  “As the company is poised for continued success, after 20 years as CEO, the time has come to make room for fresh ideas and new leadership.  It has been an honor and a privilege to serve with so many talented and dedicated individuals.”

Singh has 38 years of operational executive management experience with global major Fortune 500 telecom carriers, as well as entrepreneurial experience with start-ups and early stage telecom software companies and network equipment providers.  Most recently, Singh was CEO of Telia-Sonera Spice Nepal, the second largest wireless operator in Nepal from 2008 to 2009.  Prior to that, Singh served as CEO/President of Telenity, a convergence applications, service delivery platform and value added services telecom software company, from 2004 to 2008.  Prior to Telenity, Singh was President of the Customer Care & Billing and Service Assurance - Software Systems Division at ADC Telecommunications-USA.  Singh also held the position of Entrepreneur in Residence at MC Venture Partners, CEO of ADC-NewNet, and Executive Director of Intelligent Network Systems Development and Application Engineering at Sprint Corporation. Singh holds a Masters of Technology from the Indian Institute Technology and a Masters of Science from the University of Jodhpur.

“MRV is firmly committed to delivering unparalleled products and solutions to its customers and I am excited to join the company and to lead its strategic objective to deliver sustained growth and profitability,” said Singh.  “MRV has made good strides in winning new business and launching new growth initiatives. We intend to leverage our vast technical resources and proven commercial and next-generation innovative solutions to make MRV a logical choice for our target customers worldwide.”

Please refer to the Current Report on Form 8-K filed today by the Company for further information.

Forward-Looking Statements

This press release contains statements regarding future financial and operating results of MRV, management’s assessment of business trends, specifically MRV’s position to take advantage of improvements in its markets and management’s expectations regarding an economic recovery and the impact of such a recovery on its market, and other statements about management’s future expectations, beliefs, goals, plans or prospects and those of the market segments in which MRV is engaged that are based on management’s current expectations, estimates, forecasts and projections about MRV and its consolidated businesses and the respective market segments in which MRV’s businesses operate, in addition to management’s assumptions. Statements in this press release regarding MRV’s future financial and operating results, which are not statements of historical facts, constitute forward- looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995.  Words such as “expects,” “anticipates,” “envisions,” “estimates,” “targets,” “intends,” “plans,” “believes,” “seeks,” “should,” “could”, “forecasts,” “projects,” variations of such words and similar expressions are intended to identify such forward-looking statements which are not statements of historical facts. These forward-looking statements are not guarantees of future performance or that the events anticipated will occur or that expected conditions will remain the same or improve.  Therefore, actual outcomes, performance and results may differ from what is expressed or forecast in such forward-looking statements, and such differences may vary materially from current expectations.

About MRV Communications, Inc.

MRV Communications, Inc. is a leading networking company with a full line of packet-optical transport (“POTS”), carrier Ethernet, 40G and out-of-band networking equipment, services and optical components for high-speed carrier and enterprise networks and specialized aerospace, defense and other communications networks. MRV’s networking business provides equipment for commercial customers, governments and telecommunications service providers. MRV markets and sells its products worldwide, with operations in Europe that provide network system design, integration and distribution. The company’s optical components business which

provides optical communications components for access and Fiber-to-the-Premises applications operates under the Source Photonics brand. For more information about MRV and its products, please call (818) 773-0900 or visit www.mrv.com and www.sourcephotonics.com.

Investor Relations	The Blueshirt Group for MRV
MRV Communications, Inc.	Maria Riley
Investor Relations	(415) 217-2631
(818) 886-MRVC (6782)	maria@blueshirtgroup.com
ir@mrv.com