UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Securities Exchange Act of 1934
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| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On May 6, 2024, the Compensation Committee of the Board of Directors of Lantronix, Inc. (the “Company”) approved an increase in the base salaries of Jeremy Whitaker, the Company’s Chief Financial Officer, from $300,000 to $351,000 and Eric Bass, the Company’s Vice President, Engineering, from $250,000 to $292,423, effective July 1, 2024, and the Company’s entering into a Change in Control Agreement (the “Agreement”) with Mr. Whitaker. The Agreement replaces Mr. Whitaker’s current Change in Control Agreement with the Company, which expires on May 31, 2024, and provides that if a change in control of the Company occurs and, during the period beginning 60 days before the change in control and ending 12 months after the change in control, Mr. Whitaker’s employment is terminated either by the Company without Cause or by Mr. Whitaker for Good Reason (as such terms are defined in the Agreement), Mr. Whitaker will be entitled to receive (i) a lump sum payment of 12 months of his base salary at the rate then in effect and 100% of his target annual bonus then in effect, and (ii) continued coverage under the Company’s health plans for Mr. Whitaker and his eligible dependents for up to 12 months following his termination date on substantially the same terms as applied immediately prior to his termination. Mr. Whitaker’s right to receive the severance benefits described above is subject to his executing and not revoking a general release of claims in favor of the Company.
The foregoing description of the Agreement is a summary, does not purport to be complete and is qualified in its entirety by reference to the Agreement, which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit Number | Description | |
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10.1 |
Change in Control Agreement between Lantronix, Inc. and Jeremy Whitaker, dated May 10, 2024. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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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.
| LANTRONIX, INC. | |||
| By: | /s/ Jeremy Whitaker | ||
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Jeremy Whitaker Chief Financial Officer | |||
Date: May 10, 2024
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