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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.
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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:
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Grantee must
have been employed by the Company, or any subsidiary of the
Company, as of December 31, 2008;
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Grantee must
have a satisfactory fiscal year-end performance rating;
and
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Grantee must be
employed by the Company, or any subsidiary of the Company, as of
June 30, 2009.
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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.
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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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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
wi
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