SETTLEMENT AGREEMENT AND WAIVER
OF RIGHTS
I, Shay Gonen,
hereby enter into this Settlement Agreement (
“Agreement” ) as of this 9
th day of January 2006, with MRV
Communications, Inc. (“the Employer ”)
(collectively referred to herein as the “ Parties
”).
1.
Termination of Employment . My employment with the
Employer will terminate effective February 1, 2006
(“Separation”). From now until that date, I will not be
required to report to work or perform services and will not be paid
salary or accrue any bonus. Instead, I will utilize my accrued
vacation until it is depleted.
2.1
Following my signature of this Agreement, I have agreed to accept a
payment equivalent to Ten Thousand dollars ($10,000.00) (the
“ Separation Payment ”), paid on or before
February 1, 2006. The payment will be subject to the
appropriate state and federal withholdings. Any bonus to which I am
entitled for 2005 is included in the Separation Payment.
2.2
The Employer will continue to provide health insurance benefits to
me through my Separation.
2.3
The Employer will grant me 10,000 in stock options on or about
January 31, 2006. Such stock options will vest immediately and
be exercisable upon grant through December 31, 2006, pursuant
to the terms of Employer’s stock option plan.
2.4
I will be able to exercise all stock options which vested on or
before December 31, 2005, from now until December 31, 2006,
pursuant to the terms of Employer’s stock option
plan.
2.5
I understand that, upon my signature and Employer’s, this
Agreement will govern the terms of my Separation and supercede all
prior written and oral agreements pertaining to my
employment.
2.6
I understand that the Employer is providing the Separation Payment
and vested stock options as a special benefit to me in return for
this Agreement. I understand and acknowledge that this
consideration is over and above what I am otherwise entitled to
receive from the Employer as wages.
3.
Release of Claims . In consideration of the
Separation Payment referenced in Paragraph 2, and other
valuable consideration the receipt and sufficiency of which and
hereby acknowledged, I agree to and hereby do generally release, on
my own behalf and on behalf of my dependents, heirs, successors and
assigns, the Employer and its affiliated companies and partnerships
and each of their present or former affiliates, subsidiaries,
officers and directors, members, owners, shareholders, partners,
employees, agents, attorneys, accountants and representatives,
clients and client affiliated entities and each of their present or
former officers and directors, and their respective successors and
assigns (collectively, the “Released Parties”
),
1
from any and
all claims, actions, suits, demands, causes of action, charges,
obligations, damages, breaches, attorneys’ fees, costs and
liabilities of any nature whatsoever (collectively “
claims ”), whether or not now known, suspected or
claimed, which I now hold or have at any time heretofore owned or
held against the Released Parties including, but not limited
to , claims (a) arising out of my employment with the Employer
or Separation from employment, (b) that the Released Parties
or any of them discriminated against me on the basis of my race,
sex, religion, national origin, ancestry, sexual orientation,
mental or physical disability, pregnancy, marital status, or age,
(c) that I was defamed, libeled or slandered, (d) arising
under the Employee Retirement Income Security Act, COBRA,
Cal-COBRA, Title VII of the Civil Rights Act of 1964, the Americans
with Disabilities Act, the Age Discrimination in Employment Act,
the Worker Adjustment and Retraining Notification Act, the
California Fair Housing and Employment Act, including the
Moore-Brown-Roberti Family Rights Act, the Family Medical Leave
Act, and/or (e) any claim for employment discrimination,
breach of contract, invasion of privacy, interference with
contract, business relationships, or prospective economic
advantage, emotional distress, wrongful termination, severance pay,
unpaid wages, deferred compensation, stock options, bonus, or any
other fringe benefits or commissions.
4.
Waiver of Unknown Claims . It is a further condition
of the consideration herein and is my intention in executing this
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, I 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
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
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