Exhibit 4.4


 





LANTRONIX, INC.


 


AMENDED AND RESTATED
2010 STOCK INCENTIVE PLAN


 


RESTRICTED STOCK
UNIT AWARD AGREEMENT


 


Unless otherwise defined herein, the terms
defined in the Lantronix, Inc. Amended and Restated 2010 Stock Incentive Plan (the “Plan”) shall have the same defined
meanings in this Restricted Stock Unit Award Agreement (the “Agreement”).


 


I.NOTICE OF GRANT OF RESTRICTED STOCK
UNIT


 


Name: __________


 


You have been granted an Award of Restricted
Stock Units (“RSUs”), subject to the terms and conditions of the Plan and this Agreement, as follows:


 


Date of Grant:


 


Total Number of RSUs Granted:     __________


 


Vesting Schedule: The RSUs awarded by this
Agreement shall vest in accordance with the following schedule:


 


 


 


[INSERT VESTING SCHEDULE]


 


 


 


 


 


II.AGREEMENT


 


1.Grant of Restricted Stock Unit.
The Company hereby grants to the Participant named in the Notice of the Grant of Restricted Stock Units attached as Part I of this
Agreement (“Notice of Grant”) an award of RSUs, as set forth in the Notice of Grant and subject to the terms and conditions
in this Agreement and the Plan.


 


2.Company’s Obligation.
Each RSU represents the right to receive a Share on the vesting date. Unless and until the RSUs vest, the Participant will have
no right to receive Shares under such RSUs. Prior to actual distribution of Shares pursuant to any vested RSUs, such RSUs will
represent an unsecured obligation of the Company, payable (if at all) only from the general assets of the Company.


 


3.Vesting Schedule. The RSUs
awarded by this Agreement will vest in the Participant according to the vesting schedule specified in the Notice of Grant.


 




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4.Forfeiture upon Termination as
a Service Provider. Notwithstanding any contrary provision of this Agreement or the Notice of Grant, if the Participant terminates
as a Service Provider for any or no reason prior to vesting, the unvested RSUs awarded by this Agreement will thereupon be forfeited
at no cost to the Company.


 


5.Payment after Vesting. Any
RSUs that vest in accordance with paragraph 3 will be paid to the Participant (or in the event of the Participant’s death,
to his or her estate) in Shares, provided that to the extent determined appropriate by the Company, the minimum statutorily required
federal, state and local withholding taxes with respect to such RSUs will be paid by reducing the number of vested RSUs actually
paid to the Participant.


 


6.Payments after Death. Any distribution
or delivery to be made to the Participant under this Agreement will, if the Participant is then deceased, be made to the administrator
or executor of the Participant’s estate. Any such administrator or executor must furnish the Company with (a) written notice
of his or her status as transferee, and (b) evidence satisfactory to the Company to establish the validity of the transfer and
compliance with any laws or regulations pertaining to said transfer.


 


7.Rights as Stockholder. Neither
the Participant nor any person claiming under or through the Participant will have any of the rights or privileges of a stockholder
of the Company in respect of any Shares deliverable hereunder unless and until certificates representing such Shares will have
been issued, recorded on the records of the Company or its transfer agents or registrars, and delivered to the Participant or Participant’s
broker.


 


8.No Effect on Employment. The
Participant’s employment with the Company and its Subsidiaries is on an at-will basis only. Accordingly, the terms of the
Participant’s employment with the Company and its Subsidiaries will be determined from time to time by the Company or the
Subsidiary employing the Participant (as the case may be), and the Company or the Subsidiary will have the right, which is hereby
expressly reserved, to terminate or change the terms of the employment of the Participant at any time for any reason whatsoever,
with or without good cause or notice.


 


9.Grant is Not Transferable.
Except to the limited extent provided in paragraph 6, this grant and the rights and privileges conferred hereby will not be transferred,
assigned, pledged or hypothecated in any way (whether by operation of law or otherwise) and will not be subject to sale under execution,
attachment or similar process. Upon any attempt to transfer, assign, pledge, hypothecate or otherwise dispose of this grant, or
any right or privilege conferred hereby, or upon any attempted sale under any execution, attachment or similar process, this grant
and the rights and privileges conferred hereby immediately will become null and void.


 


10.Binding Agreement. Subject
to the limitation on the transferability of this grant contained herein, this Agreement will be binding upon and inure to the benefit
of the heirs, legatees, legal representatives, successors and assigns of the parties hereto.


 




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11.Additional Conditions to Issuance
of Stock. If at any time the Company will determine, in its discretion, that the listing, registration or qualification of
the Shares upon any securities exchange or under any state or federal law, or the consent or approval of any governmental regulatory
authority is necessary or desirable as a condition to the issuance of Shares to the Participant (or his or her estate), such issuance
will not occur unless and until such listing, registration, qualification, consent or approval will have been effected or obtained
free of any conditions not acceptable to the Company. The Company will make all reasonable efforts to meet the requirements of
any such state or federal law or securities exchange and to obtain any such consent or approval of any such governmental authority.


 


12.Plan Governs. This Agreement
and the Notice of Grant are subject to all terms and provisions of the Plan. In the event of a conflict between one or more provisions
of this Agreement or the Notice of Grant and one or more provisions of the Plan, the provisions of the Plan will govern.


 


 


 


 


 


 


 


 


 


 




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By your signature and the signature of the
Company’s representative below, you and the Company agree that this Award is granted under and governed by the terms and
conditions of the Plan and this Agreement. Participant has reviewed the Plan and this Agreement in their entirety, has had an opportunity
to obtain the advice of counsel prior to executing this Agreement and fully understands all provisions of the Plan and this Agreement.
Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Administrator upon
any questions relating to the Plan and this Agreement. Participant further agrees to notify the Company upon any change in the
residence address indicated below.


 


 


 


	PARTICIPANT:	LANTRONIX, INC.
	 	 
	____________________	By:  ____________________
	Signature	 
	____________________	Title:  ____________________
	Print Name	 
	 	 
	Date: ____________________	 Date: ____________________
	 	 
	____________________	 
	Residence Address	 
	____________________	 


 


 


 


 




 


 


 


 


 






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