Exhibit 10.1
SECONDMENT
AGREEMENT
THIS SECONDMENT AGREEMENT (the
“Agreement”) is dated as of July 21, 2009, by and
between MRV Communications (Networks), Ltd., a company organized
under the laws of Israel, with its principal place of business at
Hacarmel Street, Area 6, Yokneam, Israel 20692
(“Employer”), MRV Communications, Inc., a company
organized under the laws of the State of Delaware, United States,
with its principal place of business at 20415 Nordhoff Street,
Chatsworth, CA 91311, (the “Company”), and Guy
Avidan (“Avidan”).
WHEREAS , the Employer has agreed to make available to
the Company the services of its employee, Avidan, who will perform
the duties of Co-President of the Company and President of its
Network Equipment business for a period of time (“Secondment
Period”), pursuant to the terms of this Agreement.
NOW THEREFORE
, in consideration of the mutual
promises herein contained, and for other good and valuable
consideration, the receipt and adequacy of which are hereby
acknowledged, it is agreed as follows:
TERMS OF SECONDMENT
1.
Employee Status . During the Secondment Period, Avidan
shall at all times remain an employee of the Employer and shall not
at any time become an employee of the Company. If Avidan
resigns or is terminated from the Employer, the Employer shall
promptly give the Company written notice of the date such
resignation or termination is, or will be, effective.
2.
Direction by the Company . During the Secondment
Period, Avidan shall work under the exclusive direction, control
and supervision of the Chief Executive Officer or Board of
Directors (the “Board”) of the Company, as determined
by the Board. The Company shall accept full and exclusive
responsibility for the actions of Avidan in his service to the
Company during the Secondment Period.
3.
Payment and Reimbursement of Employee Costs . During
the Secondment Period, Employer shall be responsible for the
payment of salary, incentives, health and pension benefits and any
other compensation or benefits payable to Avidan including
Avidan’s manager insurance policy as an employee of the
Employer (“Employee Costs”). Avidan will not at
any time during the Secondment Period receive or be eligible for
benefits under any benefit plan or program of the Company.
Notwithstanding the foregoing, the Company shall reimburse the
Employer for Employee Costs as provided in Section 4, below.
Company shall pay Avidan through its payroll system any additional
salary or bonus compensation determined by the Compensation
Committee of the Board in excess of the amounts paid by the
Employer.
4.
Reimbursement by the Company of Employee Costs .
During the Secondment Period, Employer shall charge to Company, on
a monthly basis, an amount equal to 100% of the Employee Costs
incurred by the Employer as reimbursement for services to be
performed for Company during the S
