Exhibit 10.29
MRV COMMUNICATIONS,
INC.
STOCK OPTION
AGREEMENT
This AGREEMENT is made effective as
of the 29th day of October, 2002 (the “Option Grant
Date”), by and between MRV Communications, Inc. (the
“Company”) and NOAM LOTAN (
“Optionee”).
RECITALS
WHEREAS, the Board of Directors of
the Company has established the 1997 Incentive Stock Option Plan
and the 1997 Non-Statutory Stock Option Plan (either such Plan the
“Plan” unless otherwise specified) effective as of
November 11, 1997 and amended on August 3, 1998, October 25, 1999,
October 31, 2000, and February 1, 2002 and NOAM
LOTAN.
WHEREAS, pursuant to the provisions
of said Plan, the Board of Directors of the Company, by action duly
taken on OCTOBER 29, 2002, granted to the Optionee an option
or options (the “Option(s)”) to purchase shares of the
Common Stock of the Company on the terms and conditions set forth
herein.
AGREEMENT
NOW, THEREFORE, in consideration of
the foregoing and of the mutual covenants set forth herein and
other good and valuable consideration, the parties hereto agree as
follows:
1. The
Option(s). The Optionee may, at his option, purchase all or any
part of an aggregate of 100,000 shares of Common Stock (the
“Optioned Shares”), at the price of $0.99 per
share (the “Option Price”), on the terms and conditions
set forth herein.
2. Plan
Type; Exercise Dates and Exercise. Options intended to
qualify as Incentive Stock Options under Plan A are designated by
an “A” under the category “Plan.” Options
intended as separate Non-Statutory options under Plan B are
designated by a “B” under the category
“Plan.” Subject to the conditions set forth in
this Agreement, the right to exercise the Optioned Shares shall
accrue in accordance with Schedule 1 attached hereto and hereby
made a part hereof.
Optionee acknowledges that he
understands he has no right whatsoever to exercise the Option(s)
granted hereunder with respect to any Optioned Shares covered by
any installment until such installment accrues as provided in
Schedule 1 and that all unaccrued installments shall cease to
accrue on the date of termination of Optionee’s employment,
directorship, consulting or other arrangement with the Company.
Optionee further understands that the Option(s) granted hereunder
shall expire and become non-exercisable as provided in Section 3(c)
below.
This Option shall be deemed
exercised as to the shares to be purchased when written notice of
such exercise has been given to the Company at its principal
business office by the Optionee with respect to the Common Stock to
be purchased. Such notice shall be accompanied by (i) full
payment in cash or cash equivalents, (ii) with shares of Common
Stock pursuant to Section 14 of the Plan, or (iii) by any
combination of (i) and (ii) as may be determined by the Board (or
Committee if so authorized) with respect to the shares to be
purchased.
3. Governing
Plan. This Agreement hereby incorporates by reference the
Plan and all of the terms and conditions of the Plan as heretofore
amended and as the same may be amended from time to time hereafter
in accordance with the terms thereof, but no such subsequent
amendment shall adversely affect the Optionee’s rights under
this Agreement and the Plan except as may be required by applicable
law. The Optionee expressly acknowledges and agrees that the
provisions of this Agreement are subject to the Plan; the terms of
this Agreement shall in no manner limit or modify the controlling
provisions of the Plan, and in case of any conflict between the
provisions of the Plan and this Agreement, the provisions of the
Plan shall be controlling and binding upon the parties
hereto. The Optionee also hereby expressly acknowledges,
represents and agrees as follows:
(a) Acknowledges receipt of a
copy of the Plan, a copy of which is attached hereto and by
reference incorporated herein, and represents that he is familiar
with the terms and provisions of said Plan, and hereby accepts this
Agreement subject to all the terms and provisions of said
Plan.
(b) Agrees to accept as
binding, conclusive and final all decisions or interpretations of
the Board of Directors (or the Committee, if so authorized) upon
any questions arising under the Plan.
(c) Acknowledges that he is
familiar with Sections of the Plan regarding the exercise of the
Option(s) and represents that he understands that said Option(s)
must be exercised on or before the earliest of the following dates,
whichever is applicable: (i) the day prior to the tenth
anniversary of the Option(s) Grant Date with respect to Options
granted under Plan A and B, in each as provided in Subsection 7(c)
of the Plan; (ii) the effective date of a sale or other disposition
of all or substantially all of the stock or assets of the Company,
as provided in Subsection 8(a) of the Plan; (iii) the date which is
30 days following the Optionee’s termination of employment,
directorship or consulting or other arrangement (unless extended)
for any reason other than death or disability as provided under
Section 10 of the Plan; or (iv) the date that is one year following
the Optionee’s termination of employment, directorship or
consulting or other arrangement by reason of his death, or the date
that is one
