Unassociated Document


    Exhibit
10.2


    


    


    


    


    


    


    


    LONG TERM
INCENTIVE AWARD AGREEMENT

    


    


    DATE

    


    In
consideration of your service with Lantronix, Inc., a Delaware corporation (the
“Company), this Agreement is entered into by and between the Company and [EMPLOYEE NAME] (the “Grantee” or
“Employee”) pursuant to the terms of this Long Term Incentive Award Agreement
and Exhibit A
attached hereto (collectively the “Agreement”).

    


    This
Agreement is the entire agreement between the Company and Grantee regarding the
subject matter of this Agreement and supersedes and replaces any prior or
existing discussions, negotiations, or agreements between the Grantee and the
Company regarding any tenure based incentive plan or future stock option
incentive plan; not to include the Lantronix Performance Award Agreement dated
September 26, 2008.

    


    
      	
              1.

            	
              Eligibility.  The
      Long Term Incentive (as defined below) is designed to provide time-based
      incentive compensation for all eligible employees.  The
      Compensation Committee of the Company’s Board of Directors (the
      “Committee”) has the sole authority to determine eligibility to receive a
      Long Term Incentive Award.  Grantees are selected by the
      Committee to receive a Long Term Incentive Award.  In order to
      be eligible to receive any  portion of the Long Term Incentive
      Award, Grantee must satisfy all of the
  following:

            


    

    


    
      	
               
      

            	
              (a)

            	
              Grantee
      must have been employed by the Company, or any subsidiary of the Company,
      prior to September 1, 2008;

            


    

    


    
      	
               
      

            	
              (b)

            	
              Grantee
      must have a satisfactory fiscal year-end performance rating;
      and

            


    

    


    
      	
               
      

            	
              (c)

            	
              Grantee
      must be employed by the Company, or any subsidiary of the Company, as of
      September of each year to receive the then vested portion of the Long Term
      Incentive Award.

            


    

    


    
      	
              2.

            	
              Long Term Incentive
      Award.  By this Agreement, you are hereby granted an
      award with respect to [   ] shares of Company Restricted
      Stock.  The Long Term Incentive award, issued in the form of
      restricted stock, will vest over a four-year period, and is based on your
      job grade level, base salary at the time of grant, and your date of
      service with Lantronix.   Incentive Plan awards will vest
      in September of each year.

            


    

    


    
      	
              3.

            	
              Conditions to Receipt
      of Long Term Incentive Award.  The Employee must have
      been actively employed during the twelve (12) month period preceding the
      annual vesting dates, and must continue in active employment status
      through September of each year, in accordance with
      the  time-based vesting schedule contained in Exhibit
      A.  The Committee and Board of Directors shall have the
      exclusive and final discretionary authority to issue the
      award.

            


    


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    


    
      	
               
      

            	
              (a)

            	
              Long
      Term Incentive Awards granted under the Agreement will be made through the
      issuance of Company Restricted Stock (the “Long Term Incentive
      Award”).  Upon meeting the aforementioned time-based
      restrictions,  the Company Restricted Stock will vest and be
      awarded  through the grant of Stock Purchase Rights with a per
      share purchase price equal to the par value of a share of Company Common
      Stock and deemed paid through the provision of services, under the
      Company’s 2000 Stock Plan, which is incorporated herein by
      reference.  A copy of the prospectus for the Stock Plan is
      attached hereto.

            


    

    


    
      	
               
      

            	
              (b)

            	
              The
      award will vest as shown on Exhibit A,
      based on Employee’s job grade level, base salary, and date of service with
      the company.

            


    

    


    
      	
              4.

            	
              Tax
      Obligations.  As a condition of the granting of the
      Performance Award, the Grantee agrees that the Company may withhold a
      number of the shares subject to the Long Term Incentive Award to meet tax
      withholding obligations, as may be necessary to discharge the Company’s
      obligations with respect to any tax, assessment, or other governmental
      charge imposed on property or income received by the Grantee pursuant to
      this Agreement and the Long Term Incentive
  Award.

            


    

    


    
      	
              5.

            	
              No
      Assignment.  This Agreement, and the benefits provided
      hereunder, may not be assigned by the Grantee by operation of law or
      otherwise.

            


    

    


    
      	
              6.

            	
              Governing
      Law.  This Agreement and the legal relations between the
      parties shall be governed and construed in accordance with the internal
      laws of the State of Delaware, without effect to the conflicts of laws
      principles thereof.

            


    

    


    
      	
              7.

            	
              Key
      Definitions

            


    

    


    
      	
               
      

            	
              (a)

            	
              “Disability”
      means total and permanent disability as defined in Section 22(e)(3) of the
      Internal Revenue Code of 1986, as
amended.

            


    

    


    
      	
               
      

            	
              (b)

            	
              “Restricted
      Stock” means a right to receive Lantronix Stock Purchase Rights on a
      specified future vesting date, after the conditions to the restriction
      have been met.

            


    

    


    


    
      	
              8.

            	
              Notices.  Any
      notice required or permitted under this Agreement shall be deemed given
      when delivered personally, or when deposited in a United States Post
      Office, postage prepaid, addressed, as appropriate, to the Grantee at the
      last address specified in Grantee’s employment records, or such other
      address as the Grantee may designate in writing to the
      Company.

            


    

    


    
      	
              9.

            	
              Amendments.  This
      Agreement may be terminated, amended or modified at any time by an
      instrument in writing from the Company, in its sole
      discretion.  The Company reserves the right to administer,
      modify, or terminate the Agreement with or without
  notice.

            


    


    
      
         


      

      
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              10.

            	
              Authority.  Except
      as otherwise set forth in this Agreement, the Committee shall administer
      the Agreement and shall have the exclusive and final discretionary
      authority and power to determine employee eligibility to participate and
      receive payment under this Agreement, to determine the amount of payment
      under this Agreement, to construe terms and provisions of this Agreement,
      and to exercise all other powers specified in this Agreement or which may
      be implied from the provisions of this Agreement.  The Committee
      also reserves the right, it its sole discretion, to determine individual
      Grantee eligibility under this
Agreement.

            


    

    


    The
Committee has the authority, in its discretion to amend and rescind any of this
Agreement’s terms or provisions, terminate this Agreement, and to make all
determinations necessary for the administration of this Agreement.

    


    
      	
              11.

            	
              Employment
      At-Will.  The employment of all employees of the Company,
      or any subsidiary of the Company, is terminable at any time by either
      party, with or without cause being shown or advance notice by either
      party.  The Plans and this Agreement shall not be construed to
      create a contract of employment for a specified period of time between the
      Company and any Grantee.

            


    

    


    
      	
              12.

            	
              Rights as a
      Stockholder.  The Grantee shall have no rights as a
      stockholder of the Company with respect to any share
      of  Restricted Stock of the Company underlying or relating to
      any Long Term Incentive Award until the issuance of a stock certificate to
      the Grantee in respect of such Long Term Incentive
  Award.

            


    

    


    
      	
              13.

            	
              Headings.  The
      headings in the Agreement are inserted for convenience only and shall not
      be deemed to constitute a part hereof nor to affect the meaning
      thereof.

            


    

    


    
      	
              14.

            	
              Severability.  The
      invalidity or unenforceability of any provision or provisions of this
      Agreement will not affect the validity or enforceability of any other
      provision hereof, which will remain in full force and
    effect.

            


    

    


    IN
WITNESS WHEREOF, this Agreement is effective as of the date first above
written.

    


    


    Lantronix,
Inc.

    


    By:_______________________________

     

    
 

    
      
         


      

      
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    EXHIBIT
A

    


    


    


    


    


     

    
 

     

     

     

     

     

     

     

     

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