Digi International Inc. ID: 11001 Bren Road East Minnetonka, MN 55343

Exhibit 10(c)

11001 Bren Road East

Minnetonka, MN 55343

Notice of Grant of Stock Options and Option Agreement

[Optionee]		Option Number:
[Address]		Plan: [Digi International Inc. 2000 Omnibus Stock Plan]
[City, State, Zip]		ID:

Effective [date], you have been granted a(n) Non-Qualified Stock Option to buy [number of shares] shares of Digi International Inc. (the Company) stock at $[per share exercise price]-per share.

The total option price of the shares granted is $[aggregate exercise price].

Shares in each period will become fully vested on the date shown.

Shares		Vest Type		Full Vest		Expiration

By your signature and the Company’s signature below, you and the Company agree that these options are granted under and governed by the terms and conditions of the Plan identified above, as amended, and the Option Agreement, all of which are attached and made a part of this document.

Digi International Inc.		Date
[Optionee]		Date

DIGI INTERNATIONAL INC.
2000 OMNIBUS STOCK PLAN

Terms and Conditions of Nonstatutory Stock Option Agreement

          These are the terms and conditions applicable to the NONSTATUTORY STOCK OPTION AGREEMENT between Digi International Inc., a Delaware corporation (the “Company”), and the optionee (the “Optionee”) listed on the cover page hereof (the “Cover Page”) effective as of the date of grant. The Cover Page together with these terms and conditions of Nonstatutory Stock Option Agreement constitute the “Nonstatutory Stock Option Agreement.”

          WHEREAS, the Company desires to carry out the purposes of its Digi International Inc. 2000 Omnibus Stock Plan as amended from time to time (the “Plan”), by affording the Optionee an opportunity to purchase Common Stock of the Company, par value $.01 per share (the “Common Shares”), according to the terms set forth herein and on the Cover Page;

          NOW THEREFORE, the Company hereby grants this Option to the Optionee under the terms and conditions as follows.

          1. Grant of Option. Subject to the terms of the Plan, the Company hereby grants to the Optionee the right and option (the “Option”) to purchase the number of Common Shares specified on the Cover Page, on the terms and conditions hereinafter set forth. The Option is not intended by the Company to be an “incentive stock option” within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”).

          2. Purchase Price. The purchase price of each of the Common Shares subject to the Option shall be the exercise price per share specified on the Cover Page, which price has been specified in accordance with the Plan and shall not be less than 100% of the Fair Market Value (as defined in paragraph 2.1(l) of the Plan) of a common share as of the date of grant.

          3. Option Period.

          (a) Subject to the provisions of paragraphs 5(a), 5(b), 6(a) and 6(b) hereof, the Option shall become exercisable as to the number of shares and on the dates specified in the exercise schedule on the Cover Page. The exercise schedule shall be cumulative; thus, to the extent the Option has not already been exercised and has not expired, terminated or been canceled, the Optionee may at any time, and from time to time, purchase all or any portion of the Common Shares then purchasable under the exercise schedule.

          (b) The Option and all rights to purchase shares thereunder shall cease on the earliest of:

     (i) the expiration date specified on the Cover Page (which date shall not be more than ten years after the date of this Nonstatutory Stock Option Agreement);

     (ii) the expiration of the period after the termination of the Optionee’s employment (as defined in paragraph 5 of the Plan) within which the Option is exercisable as specified in paragraph 5(a) or 5(b), whichever is applicable; or

     (iii) the date, if any, fixed for cancellation pursuant to paragraph 6(b) hereof.

Notwithstanding any other provision in this Nonstatutory Stock Option Agreement, in no event may anyone exercise the Option, in whole or in part, after its original expiration date.

          4. Manner of Exercising Option.

          Subject to the terms and conditions of this Nonstatutory Stock Option Agreement, the Option may be exercised online with E*Trade at www.etrade.com/stockplans or by such other means as the Committee shall approve. In accordance with present practice, when your stock option is granted, a letter or email will be sent to you from E*Trade with instructions on how to activate your account with E*Trade so that you can view and exercise your stock options online. If you are a director or officer of the Company, then you must contact E*Trade Executive Support at ###-###-#### in order to exercise your options.

          5. Exercisability of Option After Termination of Employment.

          (a) During the lifetime of the Optionee, the Option may be exercised only while the Optionee is employed (as defined in paragraph 5 of the Plan) by the Company or a parent or subsidiary thereof, and only if the Optionee has been continuously so employed since the date of this Nonstatutory Stock Option Agreement, except that:

     (i) if the Optionee is not an Outside Director (as defined in paragraph 2.1(t) of the Plan), the Option shall continue to be exercisable for three months after termination of the Optionee’s employment for any reason other than death or disability, but only to the extent that the Option was exercisable immediately prior to the Optionee’s termination of employment;

     (ii) if the Optionee is not an Outside Director, in the event the Optionee is disabled (within the meaning of Section 22(e)(3) of the Code) while employed, the Optionee or his or her legal representative may exercise the Option (to the extent specified in paragraph 6(a) of this Nonstatutory Stock Option Agreement) within one year after the termination of the Optionee’s employment because of such disability;

     (iii) if the Optionee is not an Outside Director and if the Optionee dies while employed, or within three months after his or her termination of employment, then (notwithstanding paragraph 5(a)(i) of this Nonstatutory Stock Option Agreement) heirs or legatees of the Optionee’s estate or the person who acquired the right to exercise the Option by bequest or inheritance may exercise the Option (to the extent specified in paragraph 6(a)) within one year after the death of the Optionee;

     (iv) if the Optionee is an Outside Director, the Option shall continue to be exercisable after the Optionee’s employment ends for the remaining term of the Option, but shall be exercisable only to the extent that the Option was exercisable immediately prior to the end of Optionee’s employment, except that if the Optionee’s employment ends because of death or disability, or the Optionee dies within three months of his or her employment ending, the Option, whether or not previously exercisable, shall become exercisable to the extent specified in paragraph 6(a) of this Nonstatutory Stock Option Agreement and shall continue to be exercisable after the Optionee’s employment ends for the remaining term of the Option; and

     (v) if the Optionee’s employment terminates after a declaration pursuant to paragraph 6(b) of this Nonstatutory Stock Option Agreement, the Optionee may exercise the Option at any time permitted by such declaration.

If, during the term of the Option, the Optionee’s status changes to or from that of an Outside Director, the provisions of this paragraph 5(a) shall be applied to the Optionee based on the Optionee’s status as of the date the Option was granted.

          (b) Neither the transfer of the Optionee between any combination of the Company, its parent and any subsidiary of the Company, nor a leave of absence granted to the Optionee and approved by the Committee, shall be deemed a termination of employment. The terms “parent” and “subsidiary” as used herein shall have the meaning ascribed to “parent corporation” and “subsidiary corporation,” respectively, in Sections 424(e) and (f) (or successor provisions) of the Code.

          6. Acceleration of Option.

          (a) Disability or Death. If paragraph 5(a)(ii), 5(a)(iii) or the exception clause of paragraph 5(a)(iv) of this Nonstatutory Stock Option Agreement is applicable, the Option, whether or not previously exercisable, shall become immediately exercisable in full if the Optionee shall have been employed continuously by the Company or a parent or subsidiary thereof between the date the Option was granted and the date of such disability or, in the event of death, a date not more than three months prior to such death.

          (b) Dissolution, Liquidation, Merger. In the event of (i) a proposed merger or consolidation of the Company with or into any other corporation, regardless of whether the Company is the surviving corporation, unless appropriate provision shall have been made for the protection of the Option by the substitution, in lieu of the Option, of an option to purchase appropriate voting common stock (the “Survivor’s Stock”) of the corporation surviving any such merger or consolidation or, if appropriate, the parent corporation of the Company or such surviving corporation, or, alternatively, by the delivery of a number of shares of the Survivor’s Stock which has a Fair Market Value as of the effective date of such merger or consolidation equal to the product of (A) the excess of (x) the Event Proceeds per Common Share (as hereinafter defined) covered by the Option as of such effective date, over (y) the Option exercise price per Common Share, times (B) the number of Common Shares covered by the Option, or (ii) the proposed dissolution or liquidation of the Company (such merger, consolidation, dissolution or liquidation being herein called an “Event”), the Committee shall declare, at least ten days prior to the actual effective date of an Event, and provide written notice to the Optionee of the declaration, that the Option, whether or not then exercisable, shall be canceled at the time of, or immediately prior to the occurrence of, the Event (unless it shall have been exercised prior to the occurrence of the Event) in exchange for payment to the Optionee, within ten days after the Event, of cash equal to the amount (if any), for each Common Share covered by the canceled Option, by which the Event Proceeds per Common Share (as hereinafter defined) exceeds the exercise price per Common Share covered by the Option. At the time of the declaration provided for in the immediately preceding sentence, the Option shall immediately become exercisable in full and the Optionee shall have the right, during the period preceding the time of cancellation of the Option, to exercise the Option as to all or any part of the Common Shares covered thereby. The Option, to the extent it shall not have been exercised prior to the Event, shall be canceled at the time of, or immediately prior to, the Event, as provided in the declaration, and this Plan shall terminate at the time of such cancellation, subject to the payment obligations of the Company provided in this paragraph 6(b). For purposes of this paragraph, “Event Proceeds per Common Share” shall mean the cash plus the fair market value, as determined in good faith by the Committee, of the non-cash consideration to be received per Common Share by the stockholders of the Company upon the occurrence of the Event.

          7. Limitation on Transfer. During the lifetime of the Optionee, only the Optionee or his or her guardian or legal representative may exercise the Option. The Optionee shall not assign or transfer the Option otherwise than by will or the laws of descent and distribution, and the Option shall not be subject to pledge, hypothecation, execution, attachment or similar process. Any attempt to assign, transfer, pledge, hypothecate or otherwise dispose of the Option contrary to the provisions hereof, and the levy of any attachment or similar process upon the Option, shall be null and void.

          8. Stockholder Rights Before Exercise. The Optionee shall have none of the rights of a stockholder of the Company with respect to any share subject to the Option until the share is actually issued to him or her upon exercise of the Option.

          9. Adjustment For Changes in Capitalization. The Option is subject to adjustment for changes in capitalization as provided in paragraph 16 of the Plan.

          10. Tax Withholding. The parties hereto recognize that the Company or a parent or subsidiary thereof may be obligated to withhold federal and state income taxes and social security or other taxes upon the Optionee’s exercise of the Option. The Optionee agrees that, at the time he or she exercises the Option, if the Company or a parent or subsidiary thereof is required to withhold such taxes, he or she will promptly pay in cash upon demand to the Company, or the parent or subsidiary having such obligation, such amounts as shall be necessary to satisfy such obligation; provided, however, that in lieu of all or any part of such a cash payment, the Committee may, but shall not be required to, (or, in the case of an Optionee who is an Outside Director (as defined in the Plan), the Committee shall) permit the Optionee to elect to cover all or any part of the required withholdings through a reduction of the number of

Common Shares delivered to the Optionee or through a subsequent return to the Company of shares delivered to the Optionee.

          11. Interpretation of this Nonstatutory Stock Option Agreement. All decisions and interpretations made by the Committee with regard to any question arising hereunder or under the Plan shall be binding and conclusive upon the Company and the Optionee. In the event that there is any inconsistency between the provisions of this Nonstatutory Stock Option Agreement and the Plan, the provisions of the Plan shall govern.

          12. Discontinuance of Employment. This Nonstatutory Stock Option Agreement shall not give the Optionee a right to continued employment with the Company or any parent or subsidiary thereof, and the Company or any such parent or subsidiary thereof employing the Optionee may terminate his or her employment and otherwise deal with the Optionee without regard to the effect it may have upon him or her under this Nonstatutory Stock Option Agreement.

          13. General. The Company shall at all times during the term of this Option reserve and keep available such number of Common Shares as will be sufficient to satisfy the requirements of this Nonstatutory Stock Option Agreement. This Nonstatutory Stock Option Agreement shall be binding in all respects on the Optionee’s heirs, representatives, successors and assigns. This Nonstatutory Stock Option Agreement is entered into under the laws of the State of Minnesota and shall be construed and interpreted thereunder.

Certain of the options may include an addendum regarding acceleration of vesting upon a change in control,
which reads substantially similar to the following:

DIGI INTERNATIONAL INC.
2000 OMNIBUS STOCK PLAN

Addendum I
to
Terms and Conditions of Nonstatutory Stock Option Agreement

     Paragraph 6, entitled “Acceleration of Option,” is amended to add new subparagraph (c) which provides as follows:

     (c) Change in Control. The Option, whether or not previously exercisable, shall become immediately exercisable in full upon the occurrence of any “Change in Control”. A “Change in Control” shall be deemed to have occurred upon the occurrence of either of the following events:

     (i) any person, as defined in Sections 3(a)(9) and 13(d)(3) of the Securities Exchange Act of 1934 (the “Exchange Act”), becomes the “beneficial owner” (as defined in Rule 13d-3 promulgated pursuant to the Exchange Act), directly or indirectly, of securities of the Company having 25% or more of the voting power in the election of directors of the Company, excluding, however, Optionee (or a group of persons, including Optionee, acting in concert); or

     (ii) the occurrence within any period, commencing immediately after an Annual Meeting of Stockholders and continuing to and including the Annual Meeting of Stockholders occurring on or about the third anniversary date of the commencement of such period, of a change in the Board of Directors of the Company with the result that the Incumbent Members (as defined below) do not constitute a majority of the Company’s Board of Directors. The term “Incumbent Members” shall mean the members of the Board on the date of the commencement of such period, provided that any person becoming a director during such period whose election or nomination for election was approved by a majority of the directors who, on the date of such election or nomination for election, comprised the Incumbent Members shall be considered one of the Incumbent Members in respect of such period.