Item 5.02    Departure of Directors or Certain Officers; Election of Directors;
             Appointment of Certain Officers; Compensatory Arrangements of
             Certain Officers.

On January 17, 2020, Lantronix, Inc. (the "Company") and Kevin Yoder, Vice President of Worldwide Sales ("VP Sales"), entered into a Transition and Separation Agreement (the "Agreement"), pursuant to which Mr. Yoder will retire from the Company to pursue other activities effective July 31, 2020. In order to ensure an orderly transition of his responsibilities, Mr. Yoder will step down from his role as VP Sales and an officer of the Company effective January 31, 2020, but will remain available until July 31, 2020 (the "Transition Period") to provide transition services to the Company.

During the Transition Period, Mr. Yoder will remain employed with the Company and will be paid a salary at his current base salary rate. In addition, during such Transition Period, Mr. Yoder's outstanding equity awards will continue to vest in accordance with their current terms. Any unvested equity awards held by Mr. Yoder at the end of the Transition Period will automatically terminate, and he will have ninety days thereafter to exercise any vested options.

The foregoing description of the Agreement is not complete and is subject to and qualified in its entirety by reference to the Agreement, which is attached as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.





Exhibit
  No.     Description

10.1        Transition and Separation Agreement, dated as of January 17, 2020, by
          and between Lantronix, Inc. and Kevin Yoder.












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