lantronix_8k-111308.htm

0001019687-08-005157.txt : 20081119 0001019687-08-005157.hdr.sgml : 20081119 20081119172142 ACCESSION NUMBER: 0001019687-08-005157 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20081113 ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20081119 DATE AS OF CHANGE: 20081119 FILER: COMPANY DATA: COMPANY CONFORMED NAME: LANTRONIX INC CENTRAL INDEX KEY: 0001114925 STANDARD INDUSTRIAL CLASSIFICATION: COMPUTER COMMUNICATIONS EQUIPMENT [3576] IRS NUMBER: 330362767 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-16027 FILM NUMBER: 081201806 BUSINESS ADDRESS: STREET 1: 15353 BARRANCA PARKWAY CITY: IRVINE STATE: CA ZIP: 92618 BUSINESS PHONE: 9494533990 MAIL ADDRESS: STREET 1: 15353 BARRANCA PARKWAY CITY: IRVINE STATE: CA ZIP: 92618 8-K 1 lantronix_8k-111308.htm CURRENT REPORT ON FORM 8-K lantronix_8k-111308.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported)

November 13, 2008

LANTRONIX, INC.

(Exact name of registrant as specified in its charter)

DELAWARE		1-16027		33-0362767
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

15353 Barranca Parkway

Irvine, California 92618

(Address of principal executive offices, including zip code)

(949) 453-3990

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e)

On November 13, 2008, the Compensation Committee of the Board of Directors of Lantronix, Inc. (the “Company”), approved the issuance of an award of restricted stock under the Company’s Long Term Incentive Plan (the “LTIP”) to Jerry D. Chase, President and Chief Executive Officer and Reagan Y. Sakai, Chief Financial Officer and Secretary. Under the terms of the LTIP, Mr. Chase and Mr. Sakai will receive 432,000 and 250,000 shares of restricted stock, respectively. The restricted shares cliff vest on a pro rata basis over 4-years beginning September 1, 2009, subject to continued employment. The LTIP restricted stock awards were made from the Company’s 2000 Stock Plan.

On November 13, 2008, the Compensation Committee of the Board of Directors of the Company, approved the Fiscal 2009 Annual Performance Plan (the “Performance Plan”) for Mr. Chase and Mr. Sakai. Under the terms of the Performance Plan, Mr. Chase and Mr. Sakai shall be eligible for a performance award of $250,000 and $125,000, respectively. The performance award shall be paid in shares of vested common stock if minimum revenue and non-GAAP income objectives are met for the fiscal year ended June 30, 2009, subject to continued employment. These Performance Plan awards were also made from the Company’s 2000 Stock Plan. The Compensation Committee shall have the exclusive and final discretionary authority and power to determine employee eligibility to participate and receive payment under the Performance Plan, to determine the amount of payment under the Performance Plan, to construe terms and provisions of the Performance Plan, and to exercise all other powers specified in the Performance Plan or which may be implied from the provisions of the Performance Plan.

The descriptions of the LTIP restricted stock awards and Performance Plan awards set forth above are qualified in all respects by reference to the forms of Performance Award Agreement and Long-Term Incentive Award Agreement, which are filed as Exhibit 10.1 and Exhibit 10.2, respectively, to this report and incorporated by reference herein.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits. The following exhibits are filed herewith:

Exhibit No.	Description

10.1	Form of Performance Award Agreement.

10.2	Form of Long-Term Incentive Award Agreement.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Date: November 19, 2008	LANTRONIX, INC., a Delaware corporation

	By:	/s/ Reagan Sakai
		Reagan Sakai Chief Financial Officer

EXHIBIT INDEX


Exhibit Number		Description
10.1		Form of Performance Award Agreement

10.2		Form of Long-Term Incentive Award Agreement

EX-10.1 2 lantronix_8k-ex1001.htm FORM OF PERFORMANCE AWARD AGREEMENT 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.

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.

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.

- 2 - -

(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.

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.

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

- 4 -

EX-10.2 3 lantronix_8k-ex1002.htm FORM OF LONG-TERM INCENTIVE AWARD AGREEMENT 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.

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.

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.

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.

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)