lantronix_10qex1003.htm


    Exhibit 10.3


    
      LANTRONIX,
INC.

      


      SECOND
AMENDMENT TO LETTER AGREEMENT

       

      This
Second Amendment to the Letter Agreement (the “Amendment”) is made effective as
of the last date signed below by and between Lantronix, Inc. (the “Company”),
and Jerry D. Chase (“Executive”).

       

      RECITALS

       

      WHEREAS, the
Company and Executive are parties to a Letter Agreement dated
February 13, 2008, as amended in December 2008 to comply with Section
409A of the Internal Revenue Code of 1986, as amended (the “First
Amendment” and together with the Letter Agreement, the “Agreement”);
and

       

      WHEREAS, the
Company and Executive desire to amend certain provisions of the Agreement as set
forth below.

       

      NOW, THEREFORE, BE IT
RESOLVED, the Company and Executive agree that in consideration of the
foregoing and the promises and covenants contained herein, the parties agree as
follows:

       

      AGREEMENT

       

      1.           Relocation.  Section
8 of the Agreement is hereby restated in its entirety to read as
follows:

       

      “Relocation. 
As of the Commencement Date, it is anticipated that you will commute to the
Company’s offices in Southern California from your home in Northern California
for some period of time and if circumstances permit, you may also relocate your
residence to Southern California on behalf of Lantronix.   To assist
you in this regard, the Company agrees to reimburse you for your documented
actual and reasonable out-of-pocket costs for (i) temporary housing and travel,
(ii) packing and moving costs, and (iii) closing costs incident to the sale of
your home in Northern California, in a total amount not to exceed
$150,000.  Of this amount, the Company shall reimburse you no more than
$35,000 for temporary housing and travel expenses during each of the first two
twelve (12) month periods from your Commencement date.  Any
reimbursements pursuant to the preceding sentence for the first twelve (12)
month period shall be paid to you no later than March 15, 2009.  Any
reimbursements pursuant to that sentence for the second twelve (12) month period
shall be paid to you no later than March 15, 2010.  To the extent that
any other taxable reimbursements of expenses are provided under section 8, they
shall be made in accordance with Internal Revenue Code Section 409A, including
the following provisions:


      
        
           


        

        
           


          
            

          

        

        
           


        

      

       

       

      
        	
                 
      

              	
                i)

              	
                The
      amount of any such expense reimbursement provided during one of your US
      tax years shall not affect any expenses eligible for reimbursement in any
      other taxable year;

              


      

       

       

      
        	
                 
      

              	
                ii)

              	
                The
      reimbursement of the eligible expense shall be made no later than the last
      day of your US tax year that immediately follows the US tax year in which
      the expense was incurred; and

              


      

       

       

      
        	
                 
      

              	
                iii)

              	
                Your
      right to any reimbursement shall not be subject to liquidation or exchange
      for another benefit or payment.”

              


      

       

       

      2.           Full Force and
Effect.  To the extent not expressly amended hereby, the
Agreement shall remain in full force and effect.

       

      3.           Entire
Agreement.  This Second Amendment and the Agreement constitute
the full and entire understanding and agreement between the parties with regard
to the subjects hereof and thereof.

       

      4.           Counterparts.  This
Second Amendment may be executed in counterparts, all of which together shall
constitute one instrument, and each of which may be executed by less than all of
the parties to this Amendment.

       

      5.           Amendment.  Any
provision of this Second Amendment may be amended, waived or terminated by a
written instrument signed by the Company and Executive.

       

      6.           Governing
Law.  This Amendment shall be governed by the laws of the State
of California (with the exception of its conflict of laws
provisions).

       

      IN WITNESS WHEREOF, the
undersigned parties have caused this Amendment to be executed.

       

      
        	
                JERRY
      D. CHASE

              	
                LANTRONIX,
      INC.

              
	
                 

                 

              	 
      
	
                /s/
      Jerry D. Chase

                
                  
      

                Signature

              	
                /s/
      Allison K. Garcia

                
                  
      

                Signature

              
	 
      	 
      
	
                Jerry D.
      Chase

                
                  
      

                Print
      Name

              	
                Allison
      K. Garcia

                
                  
      

                Print
      Name

              
	
                 

              	 
      
	 
      

                February
      12, 2009

              	
                VP of
      Human Resources

                
                  
      

                Print
      Title

              
	 	 
	 
      	
                February
      12, 2009