Exhibit 10.8
NOTICE OF GRANT OF NON-QUALIFIED
STOCK OPTION AWARD
MRV COMMUNICATIONS, INC.
2007 OMNIBUS INCENTIVE PLAN
FOR GOOD AND VALUABLE CONSIDERATION,
MRV Communications, Inc. (the “Company”) hereby grants,
pursuant to the provisions of the Company’s 2007 Omnibus
Incentive Plan (the “Plan”), to the Participant
designated in this Notice of Grant of Non-Qualified Stock Option
Award (the “Notice”) an option to purchase the number
of shares of the common stock of the Company set forth in the
Notice (the “Shares”), subject to certain restrictions
as outlined below in this Notice and the additional provisions set
forth in the attached Terms and Conditions of Stock Option Award
(collectively, the “Agreement”). Also enclosed is
a copy of the information statement describing important provisions
of the Plan. Section references herein refer to the attached
Terms and Conditions of Stock Option Award.
Optionee:
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Date of Grant
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Type of Option
: Non-Qualified Stock
Option
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Exercise Price per
Share : $
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Expiration Date
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Total Number of Shares
Granted :
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Total Exercise Price
: $
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Vesting Schedule
: [1/4 vesting on each of
the first, second, third and fourth anniversaries of the date of
the grant]
Vesting is accelerated in full
upon a Change in Control under Section 2(c).
Exercise After Termination of
Employment :
Termination of Employment for any reason : any non-vested
portion of the Option expires immediately;
Termination of Employment due to
death or Disability :
vested portion of the Option is exercisable by the Optionee (or, in
the event of the Optionee’s death, the Optionee’s
Beneficiary) for one (1) year after the Optionee’s
Termination;
Termination of Employment for any
reason other than death or Disability : vested portion of the Option is exercisable
for a period of thirty (30) days following the Optionee’s
Termination.
This Option shall not be
exercised after the Expiration Date as provided above, unless
extended under Section 2(a) .
By signing below, the Optionee
agrees that this Non-Qualified Stock Option Award is granted
under and governed by the terms and conditions of the
Company’s 2007 Omnibus Incentive Plan and the attached Terms
and Conditions.
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Participant
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MRV Communications,
Inc.
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By:
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Title:
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Date:
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Date:
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1
TERMS AND CONDITIONS OF
NON-QUALIFIED STOCK OPTION AWARD
I.
AGREEMENT
1.
Grant of
Option . The Option granted to
the Optionee and described in the Notice of Grant is subject to the
terms and conditions of the Plan, which is incorporated by
reference in its entirety into these Terms and Conditions of Stock
Option Award.
The Board of Directors of the
Company has authorized and approved the 2007 Omnibus Incentive Plan
(the “Plan”), which has been approved by the
Company’s stockholders. The Committee has approved an
award to the Optionee of an option to purchase a number of shares
of the Company’s common stock, conditioned upon the
Optionee’s acceptance of the provisions set forth in the
Notice and these Terms and Conditions within 30 days after the
Notice and these Terms and Conditions are presented to the Optionee
for review. For purposes of the Notice and these Terms and
Conditions, any reference to the Company shall include a reference
to any Subsidiary.
The Company intends that this Option
not be considered to provide for the deferral of compensation under
Section 409A of the Code and that this Agreement shall be so
administered and construed. Further, the Company may modify
the Plan and this Award to the extent necessary to fulfill this
intent.
2.
Exercise of
Option .
(a)
Right to Exercise
. This Option shall be
exercisable, in whole or in part, during its term in accordance
with the Vesting Schedule set out in the Notice of Grant and with
the applicable provisions of the Plan and this Option
Agreement. No Shares shall be issued pursuant to the exercise
of an Option unless the issuance and exercise comply with
applicable laws. Assuming such compliance, for income tax
purposes the Shares shall be considered transferred to the Optionee
on the date on which the Option is exercised with respect to such
Shares. The Committee may, in its discretion, (i) accelerate
vesting of the Option or (ii) extend the applicable exercise
period, to the extent permitted under Section 6.03(c) of the
Plan.
(b)
Method of Exercise
. The Optionee may exercise
the Option by delivering a written exercise notice in a form
approved by the Company (or by such other method as the Company may
establish from time to time and so instruct the Optionee as to use)
(the “Exercise Notice”) which shall state the election
to exercise the Option, the number of Shares with respect to which
the Option is being exercised, and such other representations and
agreements as may be required by the Company. The Exercise
Notice shall be accompanied by payment of the aggregate Exercise
Price as to all Shares exercised consistent with Section 3.
This Option shall be deemed to be exercised upon receipt by
the
