Exhibit 10.2

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:

Vesting Schedule: [1/3 vesting on each of the first, second and third anniversaries of the date of the grant]

Vesting is accelerated in full or in part upon a Change in Control pursuant to 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 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 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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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 and/or Board 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 Company of such fully executed Exercise Notice accompanied by the aggregate Exercise Price.

(c)                                  Acceleration of Vesting on Change in Control.  Subject to the exception contained in Section 6.05 of the Plan, in the event of a Change in Control, all Options outstanding on the date of the Change in Control that have not previously vested or terminated under the terms of this Agreement shall be immediately and fully vested and exercisable. In addition, subject to the exception contained in Section 6.05 of the Plan, if the Optionee is employed by a Subsidiary of the Company, then 50 percent of all options outstanding on the date of a Subsidiary Change in Control (as defined below), that have not previously vested or terminated under the terms of this Agreement, shall be immediately and fully vested and

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exercisable in the event of a Subsidiary Change in Control for the Subsidiary by whom the Optionee is employed.  A “Subsidiary Change in Control” shall have the same meaning as set forth in Section 2.06 of the Plan for “Change in Control”, with the exception that the word “Company” shall be replaced by “Subsidiary” and “Board” shall refer to the Subsidiary’s Board of Directors.  For purposes of clarification, any restructuring transaction that may be conducted where the Company retains direct or indirect control of a Subsidiary is not considered a Subsidiary Change in Control.

3.                                       Method of Payment.  If the Optionee elects to exercise the Option by submitting an Exercise Notice under Section 2(b) of this Agreement, the aggregate Exercise Price (as well as any applicable withholding or other taxes) shall be paid by any of the following methods, or a combination of them, when such payment is made consistent with Section 6.04 of the Plan:

(a)                                  cash or check;

(b)                                 consideration received by the Company under a formal cashless exercise program adopted by the Company in connection with the Plan;

(c)                                  surrender of other Shares owned by the Optionee which have a Fair Market Value on the date of surrender equal to the aggregate Exercise Price of the Exercised Shares and any applicable withholding, provided, however, that the Optionee may not transfer any fractional Share in satisfaction of the Exercise Price; or

(d)                                 any other consideration that the Committee deems appropriate and in compliance with applicable law.

4.                                       Restrictions on Exercise.  This Option may not be exercised until such time the issuance of the Shares upon exercise or the method of payment of consideration for those Shares would not constitute a violation of any applicable law or regulation, including until such time as the Shares reserved for issuance under the Plan have been registered by the Company under the Securities Act, unless the Optionee provides an opinion of counsel reasonably satisfactory to the Company that registration under the Securities Act is not required.

5.                                       Non-Transferability of Option.  This Option may not be transferred in any manner otherwise than by will or by the laws of descent or distribution and may be exercised during the lifetime of the Optionee only by the Optionee, and may be exercised by the Optionee’s Beneficiary to the extent provided under the Plan following the death of the Optionee. The terms of the Plan and this Option Agreement shall be binding upon the executors, administrators, heirs, successors and assigns of the Optionee.

6.                                       Term of Option.  This Option may be exercised only within the term set out in the Notice of Grant, and may be exercised during such term only in accordance with the Plan and the terms of this Option Agreement.

7.                                       Withholding.

(a)                                  The Committee shall determine the amount of any withholding or other tax required by law to be withheld or paid by the Company with respect to any income recognized by the Optionee with respect to the Option Award.

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(b)                                 The Optionee shall be required to meet any applicable tax withholding obligation in accordance with the provisions of Section 11.05 of the Plan.

(c)                                  Subject to any rules prescribed by the Committee, the Optionee shall have the right to elect to meet any withholding requirement (i) by having withheld from this Award at the appropriate time that number of whole shares of Common Stock whose fair market value is equal to the amount of any taxes required to be withheld with respect to such Award, (ii) by direct payment to the Company in cash of the amount of any taxes required to be withheld with respect to such Award or (iii) by a combination of shares and cash.

8.                                       Defined Terms.  Capitalized terms used but not defined in the Notice and these Terms and Conditions shall have the meanings set forth in the Plan, unless such term is defined in the Optionee’s Employment Agreement.  Any terms used in the Notice and these Terms and Conditions, but defined in the Optionee’s Employment Agreement are incorporated herein by reference and shall be effective for purposes of the Notice and these Terms and Conditions without regard to the continued effectiveness of the Employment Agreement.

9.                                       Optionee Representations.  The Optionee hereby represents to the Company that the Optionee has read and fully understands the provisions of the Notice, these Terms and Conditions and the Plan, and the Optionee’s decision to participate in the Plan is completely voluntary.  Further, the Optionee acknowledges that the Optionee is relying solely on his or her own advisors with respect to the tax consequences of this stock option award.

10.                                 Regulatory Limitations on Exercises.  Notwithstanding the other provisions of this Option Agreement, no option exercise or issuance of Shares pursuant to this Option Agreement shall be effective if (i) the shares of Common Stock reserved under the Plan are not subject to an effective registration statement at the time of such exercise or issuance, or otherwise eligible for an exemption from registration, or (ii) the Company determines in good faith that such exercise or issuance would violate any Company policy or applicable securities or other law or regulation.

11.                                 Miscellaneous.

(a)                                  Notices.  All notices, requests, deliveries, payments, demands and other communications which are required or permitted to be given under these Terms and Conditions shall be in writing and shall be either delivered personally or sent by registered or certified mail, or by private courier, return receipt requested, postage prepaid to the parties at their respective addresses set forth herein, or to such other address as either shall have specified by notice in writing to the other.  Notice shall be deemed duly given hereunder when delivered or mailed as provided herein.

(b)                                 Waiver.  The waiver by any party hereto of a breach of any provision of the Notice or these Terms and Conditions shall not operate or be construed as a waiver of any other or subsequent breach.

(c)                                  Entire Agreement.  These Terms and Conditions, the Notice and the Plan constitute the entire agreement between the parties with respect to the subject matter hereof.

(d)                                 Binding Effect; Successors.  These Terms and Conditions shall inure to the benefit of and be binding upon the parties hereto and to the extent not prohibited herein, their respective heirs, successors, assigns and representatives.  Nothing in these Terms and

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Conditions, express or implied, is intended to confer on any person other than the parties hereto and as provided above, their respective heirs, successors, assigns and representatives any rights, remedies, obligations or liabilities.

(e)                                  Governing Law.  The Notice and these Terms and Conditions shall be governed by and construed in accordance with the laws of the State of Delaware.

(f)                                    Headings.  The headings contained herein are for the sole purpose of convenience of reference, and shall not in any way limit or affect the meaning or interpretation of any of the terms or provisions of these Terms and Conditions.

(g)                                 Conflicts; Amendment.  The provisions of the Plan are incorporated in these Terms and Conditions in their entirety.  In the event of any conflict between the provisions of these Terms and Conditions and the Plan, the provisions of the Plan shall control.  The Agreement may be amended at any time by written agreement of the parties hereto.

(h)                                 No Right to Continued Employment.  Nothing in the Notice or these Terms and Conditions shall confer upon the Optionee any right to continue in the employ or service of the Company or affect the right of the Company to terminate the Optionee’s employment or service at any time.

(i)                                     Further Assurances.  The Optionee agrees, upon demand of the Company or the Committee, to do all acts and execute, deliver and perform all additional documents, instruments and agreements which may be reasonably required by the Company or the Committee, as the case may be, to implement the provisions and purposes of the Notice and these Terms and Conditions and the Plan.

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