Unassociated Document


    Exhibit 10.1

     

    
       

      


      


      PERFORMANCE
AWARD AGREEMENT

      


      


      DATE

      


      In
consideration of your performance and 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 Performance 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 incentive bonus, project bonus, discretionary bonus, or
future stock option incentive plans.

      


      
        	
                1.

              	
                Eligibility.  The
      Performance Award (as defined below) is designed to provide
      performance-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 Performance Awards.  Grantees are
      selected by the Committee to receive a Performance Award.  In
      order to be eligible to receive any  portion of the Performance
      Award, Grantee must satisfy all of the
  following:

              


      

      


      
        	
                 
      

              	
                (a)

              	
                Grantee
      must have been employed by the Company, or any subsidiary of the Company,
      as of December 31, 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
      June 30, 2009.

              


      

      


      
        	
                2.

              	
                Performance
      Award.  By this Agreement, you are hereby granted a
      target performance award equivalent to {$  } of Company Common
      Stock.  Total number of shares of Company Common Stock will be
      determined, and immediate vesting will occur as of the date that the
      Committee certifies FY’09 Company
performance.

              


      

      


      
        	
                3.

              	
                Conditions to Receipt
      of Performance Award.  The performance metrics contained
      in Exhibit
      A must be attained for a Performance Award to be
      earned.  The Committee and Board of Directors shall have the
      exclusive and final discretionary authority to issue the award on either
      an annual or biannual basis.

              


      

       

       

       

      
        
           

        

        
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                (a)

              	
                Performance
      Awards granted under the Agreement will be made through the form of
      issuance of Company Common Stock (the “Performance Award”) 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.  The award will vest as shown
      on Exhibit
      A, based on Employee’s job grade level, Non-GAAP Net Income,
      Revenue according to the fiscal year 2009 Annual Operating Plan, and
      Management by Objectives (MBOs), as defined below.  If you are
      employed on June 30, 2009, you will vest in this Award based on Exhibit
      A.

              


      

      


       

      
        	
                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 Performance 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 Performance
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)

              	
                “Annual
      Operating Plan (AOP)” means the plan that serves to lay out planned
      activities and corresponding monetary resources for the fiscal year,
      measured on a quarterly basis, including, but not limited to, Revenue and
      Non-GAAP Net Income.

              


      

      


      
        	
                 
      

              	
                (b)

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

              


      

      


      
        	
                 
      

              	
                (c)

              	
                “Revenue”
      means the total amount of money received by the Company for goods sold or
      services provided during a certain time
period.

              


      

      


      
        	
                 
      

              	
                (d)

              	
                “Non-GAAP
      Net Income” means operating profit adjusted for stock based compensation,
      amortization, depreciation, performance incentives, and other one-time
      events at the discretion of the Company’s Board of
    Directors.

              


      

      


      
        	
                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.

              


      

      


      
        	
                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 Common Stock of
      the Company underlying or relating to any Performance Award until the
      issuance of a stock certificate to the Grantee in respect of such
      Performance 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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