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): October 11, 2010

MRV COMMUNICATIONS, INC.

(Exact name of Registrant as specified in its charter)

DELAWARE	001-11174	06-1340090
(State or other jurisdiction of	(Commission file number)	(I.R.S. employer
incorporation or organization)		identification 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 8.01  Other Events.

On October 12, 2010, MRV Communications, Inc. (the “Company”) announced that Mary Jane Gruninger has stepped down as President of its Optical Communications Systems Division.  She has been replaced by Barry Gorsun, a seasoned senior executive that had previously worked for the Company in a consulting capacity.

Mr. Gorsun, age 67, has over 30 years of technology management experience, including numerous operational and executive management roles within technology companies.  Gorsun spent 15 years at Summa Four from 1983 to 1998 as VP, Operations, then COO, President and CEO, and finally Chairman, transforming the company from a system development firm into a software switching systems company with annual revenue of over $150M.   He successfully oversaw the sale of the company to Cisco Systems, providing that company with a critical component of its initial footprint in the VoIP arena.  He began his career as an engineer for RCA Missile Systems managing a technical team that successfully developed the radar and transponder system for the first manned moon flight.  He also held roles in engineering and operations management at Bowmar/Ali, Modicon Corporation and Analogic Corporation, and has served on numerous technology and not-for-profit boards of directors.  Most recently, Gorsun served as a managing partner of BayState Capital, a boutique investment firm.  Mr. Gorsun attended Northeastern University-BSIT in 1967, and has been a guest lecturer at the university’s graduate school of business.

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.

The terms of Ms. Gruninger’s severance are included in a letter agreement between her and the Company dated October 11, 2010.  Ms. Gruninger will receive a lump sum payment of $140,000 in two installments, which sum includes any potential bonus for the year that she may have accrued.  No other sums or severance pay will be due her.  The letter agreement contains customary provisions including but not limited to a general release of claims.  The foregoing description of the letter 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.

Item 9.01Financial Statements and Exhibits

(d)           Exhibits

Exhibit 10.1Letter Agreement, dated October 11, 2010, between the Company and Mary Jane Gruninger

Exhibit 99.1Press Release, dated October 12, 2010

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SIGNATURE

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

Date:  October 12, 2010
	MRV COMMUNICATIONS, INC.
	By:	/s/ Jennifer Hankes Painter
		Jennifer Hankes Painter
		VP,  General Counsel and Secretary

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EX-10.1

Exhibit 10.1

October 11, 2010

Mary Jane Gruninger

23 Cumberland Street

Boston, MA 02115

Dear Mary Jane:

The purpose of this letter agreement is to confirm our conversation informing you that your employment is being terminated effective today, October 11, 2010.  This letter further summarizes the terms of the separation package that MRV Communications, Inc. (“MRV” or the “Company”) is willing to offer you as a result of your termination of employment.   Please read this letter agreement, which includes a general release, carefully.  If you are willing to agree to its terms, please sign in the space provided below and return it to me so that your separation benefits can begin.

1.Regardless of whether you choose to sign this letter agreement, your employment with MRV will terminate as of October 11, 2010.  You will be paid through October 11, 2010 and for any unused and accrued vacation time (if any) as of that date, less lawful deductions.

2.After October 11, 2010, except as provided below, you will not be entitled to receive any benefits paid by, or participate in any benefit programs offered by MRV to its employees. Your coverage under MRV’s health plan will continue through October 31, 2010.   You will receive, under separate cover, information concerning your right to continue your health insurance benefits after that date in accordance with COBRA.

3.In consideration for signing this letter agreement and general release, and in compliance with the promises made herein, for the return of all company equipment and in the event you do not revoke your acceptance pursuant to paragraph 10 below,  MRV agrees to provide you with:

a.a lump sum severance pay of $140,000 less lawful deductions. Twenty-five percent of the payment will be made with the first payroll cycle after the expiration of the revocation period set forth in paragraph 9 and the remainder will be paid on or about January 4, 2011.

4.You understand and agree that you would not receive the monies and/or benefits specified in Paragraph No. 3 above, except for your execution of this letter agreement and general release and the fulfillment of the promises contained therein.

5.In consideration of the separation benefit referenced in Paragraph 3, and other valuable consideration, you agree to and hereby do unconditionally and generally release, and forever discharge on your own behalf and on behalf of your dependents, heirs, successors and assigns, the Company, and any affiliated entities and its/their respective predecessors, successors, partners, heirs, assigns, current and former employees, stockholders, owners, officers, directors, agents, attorneys, accountants, trustees, subsidiaries, joint ventures, insurance carriers, clients and divisions or affiliated corporations, whether previously or hereinafter affiliated in any manner (jointly referred to herein as “Released Parties”), from any and all claims, demands, causes of action, obligations, damages, attorneys’ fees, costs and liabilities of any nature whatsoever, whether or not now known, suspected or claimed, which you have ever had or now have against the Released Parties, or any of them, as of the date you execute this letter agreement, by reason of any act or omission concerning any matter, cause, or thing, including, without limiting the generality of the foregoing, any act, cause, matter, or thing stated, claimed, or alleged to arise from your employment with the Company, or any rights or claims arising under Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the Americans with Disabilities Act, the Employee Retirement Income Security Act, the     Americans with Disabilities Act, California Labor Code § 970, the Age Discrimination in Employment Act, the California Fair Employment and Housing Act or any similar state statute, etc. or any claim for wages, severance pay, bonus, sick leave, holiday pay, life insurance, health insurance and medical insurance, pension benefits or disability or any claim of discrimination which could have been alleged by you (all of the foregoing collectively referred to as “Claims”).

This letter agreement also is intended to waive all rights and claims arising under the Age Discrimination in Employment Act of 1967, as amended, 29 U.S.C. § 621 et seq.

6.It is a further condition of the consideration herein and is your intention in executing this letter agreement that the same shall be effective as a bar as to each and every claim, demand and cause of action hereinabove specified and, in furtherance of this intention, you hereby expressly waive any and all rights or benefits conferred by the provisions of SECTION 1542 OF THE CALIFORNIA CIVIL CODE and expressly consent that this letter agreement shall be given full force and effect according to each and all of its express terms and conditions, including those relating to unknown and unsuspected claims, demands and causes of actions, if any, as well as those relating to any other claims, demands and causes of actions hereinabove specified.  SECTION 1542 provides:

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.

You acknowledge that you may hereafter discover claims or facts in addition to or different from those which you now know or believe to exist with respect to the subject matter of this letter agreement and which, if known or suspected at the time of executing this letter agreement, may have materially affected this settlement.  Nonetheless, you hereby waive any right, claim or causes of action that might arise as a result of such different or additional claims or facts.  You acknowledge that you understand the significance and consequence of such release and such specific waiver of SECTION 1542.

You agree that this General Release will cover all claims of every nature and kind whatsoever, which you may have, known or unknown, suspected or unsuspected, past or present, which you may have against MRV.

7.You agree not to disclose to anyone, either directly or indirectly, any information whatsoever regarding the existence or substance of this letter agreement and general release, except your immediate family, attorneys, financial providers, accountants, and tax preparation professionals, provided that they agree to keep such information strictly confidential.  This includes, but is not limited to, present or former employees of MRV and other members of the public.  Violation of this paragraph shall be deemed a material breach of this letter agreement.

8.You hereby acknowledge that you have returned to the Company all property of the Company in your possession, custody or control.  You further acknowledge that, since being notified of the termination of your employment you have not removed, downloaded, deleted, copied or otherwise altered any company data or other information contained on a laptop computer issued to you by the Company, if applicable.  You further hereby acknowledge and reaffirm the validity of the Assignment of Rights, Confidentiality, and Non-Disclosure Agreement between you and the Company, the terms and conditions of which are incorporated herein by reference and remain in full force and effect for the full term stated herein.  You understand that the Company would not provide you with the monies and benefits under this letter agreement but for your representations made in this paragraph regarding the return of Company property, the preservation of company data, and the reaffirmation of your obligations under the Assignment of Rights, Confidentiality, and Non-Disclosure Agreement.  You further understand that a violation by you of this paragraph (such as any misrepresentation made by you) constitutes a material violation of this letter agreement entitling the Company to discontinue any severance monies and benefits provided for in this letter agreement and the return of any monies paid to you or on your behalf pursuant to this letter agreement.

9.You will be afforded until November 26, 2010, which is forty-five (45) days from the date of delivery of this letter to you, to consider the meaning and effect of this letter agreement and general release.   You are advised to consult with an attorney and you acknowledge that you have had the opportunity to do

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so.  You agree that any modifications, material or otherwise, do not restart or affect in any manner the original consideration period for the separation proposal made to you.

10.You may revoke this letter agreement and general release for a period of seven (7) days following the day you execute this letter agreement and general release.  Any revocation within this period must be submitted, in writing, to Donna Lane, VP, Human Resources and state, “I hereby revoke my acceptance of the letter agreement and general release.” The revocation must be delivered to MRV Communications, Inc., 20415 Nordhoff St, Chatsworth, California  91311, within seven (7) days of execution of this letter agreement and general release.  This letter agreement and general release shall not become effective or enforceable until the revocation period has expired.  If the last day of the revocation period is a Saturday, Sunday, or legal holiday in California, then the revocation period shall not expire until the next following day which is not a Saturday, Sunday, or legal holiday.

11.This letter agreement and general release, which will be construed under California law, may not be modified, altered, or changed except upon express written consent of both parties wherein specific reference is made to this letter agreement and general release.

12.By signing this letter, you confirm that you have not filed any claim, charge or action against MRV, and that you will waive the right to seek or receive any money damages from MRV based upon any claim you might have arising out of your employment at MRV. You further affirm that you have been paid and have received all leave (paid or unpaid), compensation, wages, bonuses, commissions, and/or benefits to which you may be entitled and that no other leave (paid or unpaid), compensation, wages, bonuses, commissions and/or benefits are due to you, except as provided in this letter agreement.  You furthermore affirm that you have no known workplace injuries or occupational diseases and have been provided and/or have not been denied any leave requested under the Family and Medical Leave Act.

13.You agree that from time to time at the request of the Company, and without further consideration, you promptly will:  (i) execute and deliver such additional instruments and take such other actions as the Company may require to carry out the terms and the intent of this letter agreement; (ii) cooperate with the Company in connection with preparing for, defending and testifying in connection with any pending or future litigation or other proceeding or dispute between the Company (or any of its subsidiaries or affiliate companies) and any third party; (iii) cooperate with the Company in providing information, documents, etc., or completing and/or signing any documents, requested by the Company, which pertain to any matter in which you may have been in any way involved; and (iv) cooperate with the Company in connection with any audit involving the Company.  You agree that the payment made to you in Paragraph 3 constitutes full and appropriate compensation for any services you may provide to the Company under this paragraph.

14.This letter agreement, which includes a general release, represents the complete agreement between you and the Company, and fully supersedes any prior agreements or understandings between the parties, other than your Assignment of Rights, Confidentiality, and Non-Disclosure Agreement referred to in paragraph 8, and if applicable, any stock option grant agreements governing the terms of exercising your options upon termination of employment.  You acknowledge that you have not relied on any representations, promises, or agreements of any kind made to you in connection with your decision to sign this letter agreement and general release, except those set forth herein.

15.To the extent that this letter agreement releases and/or benefits persons or entities not signatory hereto, this letter agreement hereby is declared to be made for each of their express benefits and uses.

16.If any federal, state or local law conflicts with any provision of this letter agreement, the provision(s) so affected shall continue only to the extent permitted by law.  The remaining provision(s) of this letter agreement shall continue in full force and effect, provided that if the general release is found to be invalid, you agree to execute a valid release of the claims which are the subject of this letter agreement.

17.You agree that any dispute over the enforcement, breach or interpretation of this letter agreement can be submitted to confidential, final and binding arbitration before JAMS (formerly known as Judicial Arbitration and Mediation Services) by either party with the arbitration to be held in Chatsworth,

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California and shall be conducted under the auspices and then-existing Employment Arbitration Rules of JAMS.  The decision of the arbitrator shall be final and binding on both parties, provided however, that the arbitrator shall not have the authority to alter or amend, or add to or delete from the provisions of this letter agreement in any way, except as provided herein.  The burden of proof on any issue presented to the arbitrator shall be by a preponderance of the evidence.  All remedies available under applicable law may be awarded in the arbitration.  YOU AND MRV RECOGNIZE AND AGREE THAT BY ENTERING INTO THIS LETTER AGREEMENT, YOU AND MRV ARE WAIVING ANY AND ALL RIGHTS TO A TRIAL BY JURY.

The Company would like to extend its appreciation to you for your past service, and its sincere hope for success in your future endeavors

Very truly yours,

Donna Lane

Vice President of Human Resources

MRV Communications, Inc.

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You have been advised in writing that you have until November 26, 2010, a period of forty-five (45), to consider this letter agreement and general release and to consult with an attorney prior to the execution of this letter agreement and general release.

Having elected to execute this letter agreement and general release, to fulfill the promises set forth herein, and to receive thereby the sums and benefits set forth in Paragraph No. 3 above, you freely and knowingly, and after due consideration, enter into this letter agreement and general release intending to waive, settle, and release all claims you have or might have against MRV.

Date:
	Mary Jane Gruninger

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EX-99.1

Exhibit 99.1

MRV Communications, Inc. Names

Barry R. Gorsun President of Optical Communications Systems Division

Proven industry veteran to lead OCS through next phase of growth

CHATSWORTH, CA — October 12, 2010 - MRV Communications, Inc. (OTC Pink Sheets: MRVC) (“MRV” or the “Company”), today announced that it has named Barry R. Gorsun as President of its Optical Communications Systems (OCS) Division.  Gorsun, 67, will replace Mary Jane Gruninger who has left the Company after 19 years with MRV and Xyplex, Inc., a subsidiary acquired by MRV. Gorsun will report directly to Dilip Singh, CEO of MRV.

Gorsun has over 30 years of technology management experience including numerous operational and executive management roles within technology companies.  Gorsun spent 15 years at Summa Four from 1983 to 1998 as VP, Operations, then COO, President and CEO, and finally Chairman, transforming the company from a system development firm into a software switching systems company with annual revenue of over $150M.  He successfully oversaw the sale of the company to Cisco Systems, providing that company with a critical component of its initial footprint in the VoIP arena.  He began his career as an engineer for RCA Missile Systems managing a technical team that successfully developed the radar and transponder system for the first manned moon flight.  He also held roles in engineering and operations management at Bowmar/Ali, Modicon Corporation and Analogic Corporation, and has served as a director on numerous technology and not-for-profit boards.  Most recently, Gorsun served as a managing partner of BayState Capital, a boutique investment firm specializing in hard asset, short-term loans and technology acquisitions.  Mr. Gorsun attended Northeastern University-BSIT in 1967, and has been a guest lecturer at the university’s graduate school of business

“On behalf of all the employees of MRV, I want to thank Mary Jane for her contributions and years of service.  We wish her all the best in her future endeavors,” stated Dilip Singh, CEO of MRV Communications. “MRV is privileged to have someone of Barry’s caliber join our company.  His track record of dynamic leadership with technology companies is the ideal fit for OCS.  I am very confident that Barry will have an immediate impact enhancing our quality, support and delivery efforts, and will be very aggressive in bringing our next generation technology to market.  Barry’s operational and financial experience will prove invaluable as OCS continues to be a driving force in the optical

communications industry.”

“MRV is an incredibly diverse and technologically advanced organization,” said Gorsun.  “The OCS division has been instrumental in building a foundation for continued growth.  I will look to build upon this legacy, concentrating on enhancing our sales channels and working to support sustainable growth and profitability.  I am very excited to be joining such an incredible team.”

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 provides optical communications components for access and Fiber-to-the-Premises applications and 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.

Forward-Looking Statements

This press release contains statements regarding management’s future expectations, beliefs, goals, plans or prospects about MRV. 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. These statements involve certain risks, uncertainties and assumptions, the likelihood of which are difficult to assess and may not occur. All information in this release is as of October 12, 2010. MRV undertakes no duty to update any

forward-looking statement to conform the statement to actual results or changes in MRV’s expectations.

Investor Relations

MRV Communications, Inc.

(818)886-MRVC (6782)

ir@mrv.com

or

CJP Communications for MRV

Thomas J. Rozycki, Jr.

(212) 279-3115 x208

trozycki@cjpcom.com

Media Relations

MRV Communications, Inc.

pr@mrv.com