|Compensation Committee Charter|
As of December 2013
Approved December 12, 2013
As permitted by the Bylaws of MRV Communications, Inc. (the "Company"), the Board of Directors ("Board") of the Company has established a standing Compensation Committee ("Committee") whose authority and responsibilities are described by this Charter.
Purposes of Committee
The purpose of the Committee is the assist the Board by:
Membership of the Committee
Appointment and Removal
Number and Qualifications
Committee Structure and Operations
Committee Duties and Responsibilities
The Committee shall have the direct responsibility and authority of the Board to perform the following duties:
Benefits, Perquisites, Agreements and Other
To periodically review, as it deems appropriate:
To discuss with management periodically, as it deems appropriate:
The Committee shall produce the following reports and provide them to the Board:
To perform any other activities required by applicable law, rules or regulations, including the rules of the SEC and any stock exchange or market on which the Company's securities may be listed from time to time, and perform such other activities that are consistent with this Charter, the Company's Bylaws and other governing instruments of the Company, as the Committee or the Board deem necessary or appropriate.
Resources and Authority of the Committee
The Committee shall have the authority, in its sole discretion, to retain, compensate, direct, oversee and terminate, on behalf of the Company, any compensation consultant, legal counsel, accounting and other advisors as appropriate to assist in the performance of its duties and responsibilities, and to approve the fees and other retention terms for any such advisor. The Company shall provide appropriate funding, as determined by the Committee, to support the Committee's activities, including payment of compensation to any compensation consultant or other advisors retained by the Committee and of ordinary administrative expenses of the Committee that are necessary or appropriate in carrying out its duties. The Committee shall consider factors affecting independence before selecting any compensation consultant or other advisor (independence to be determined taking into consideration factors identified by the rules of the Securities and Exchange Commission and in accordance with any applicable NASDAQ Listing Rules and applicable law). The Committee shall be directly responsible for the appointment, compensation and oversight of the work of any compensation consultant or other advisor so retained.
Delegation to Subcommittee
The Committee may, in its discretion, delegate all or a portion of its duties and responsibilities, other than its duties and responsibilities pertaining to the granting of any stock options, to a subcommittee of the Committee consisting of one or more members. In particular, the Committee may delegate the approval of certain transactions, other than approvals related to the granting of any stock options, to a subcommittee consisting solely of members of the Committee who are (i) "Non-Employee Directors" for the purposes of Rule 16b-3 under the Securities Exchange Act of 1934, as in effect from time to time, and (ii) "outside directors" for the purposes of Section 162(m) of the Internal Revenue Code, as in effect from time to time.
Nothing contained in this Charter is intended to expand applicable standards of liability under statutory or regulatory requirements for the directors of the Company or members of the Committee. The purposes and responsibilities outlined in this Charter are meant to serve as guidelines rather than as inflexible rules and the Committee is encouraged to adopt such additional procedures and standards as it deems necessary from time to time to fulfill its responsibilities. This Charter, and any amendments thereto, shall be displayed on the Company's website and a printed copy of such shall be made available to any shareholder of the Company who requests it.