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.

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