PERCEPTRON INC/MI (Form: 8-K, Received: 10/17/2014 16:34:48)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 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): October 13, 2014

PERCEPTRON, INC.

(Exact Name of Registrant as Specified in Charter)

Michigan	0-20206	38-2381442
(State or Other Jurisdiction	(Commission	(IRS Employer
of Incorporation)	File Number)	Identification No.)

47827 Halyard Drive, Plymouth, MI	48170-2461
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code (734) 414-6100

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box 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 communication 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 communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communication 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 October 13, 2014, the Management Development, Compensation and Stock Option Committee (the “Committee”) of the Board of Directors of Perceptron, Inc. (the “Company”) approved the Company’s Fiscal 2015 Executive Short Term and Long Term Incentive Plans (the “Plans”). All Company officers, named executive officers and director-level team members, employed on or before December 31, 2014, are eligible to participate in the Fiscal 2015 Executive Short Term Plan. All Company officers and named executive officers, employed on or before December 31, 2014, are eligible to participate in the Fiscal 2015 Executive Long Term Plan.

On October 13, 2014, the Committee approved the Company’s Fiscal 2015 Team Member Discretionary Bonus Plan. Generally, Company team members below the director-level, employed on or before December 31, 2014, are eligible to receive a discretionary bonus under the Fiscal 2015 Team Member Discretionary Bonus Plan.

Written descriptions of the Fiscal 2015 Executive Short Term Incentive Plan, Fiscal 2015 Executive Long Term Incentive Plan, and Fiscal 2015 Discretionary Bonus Plan have been filed as Exhibit 10.1 to this Current Report Form 8-K and are incorporated herein by reference.

On October 13, 2014, pursuant to the 2014 Annual Incentive Compensation Plan and based upon the level of achievement of two performance goals during fiscal 2014, the Compensation Committee awarded to Messrs. Armstrong and Hoefing 3,000 and 2,000 shares, respectively, of the Company’s Common Stock, as restricted stock awards under the Company’s 2004 Stock Incentive Plan, vesting upon the first anniversary of the grant date and freely transferable after such date if Messrs. Armstrong and Hoefing’s services or employment have not been terminated on or prior to such date. The shares will be issued pursuant to the standard form of Restricted Stock Award Agreement for Team Members that is filed as Exhibit 10.2 to this Current Report on Form 8-K.

On October 13, 2014, the Compensation Committee awarded to Messrs. Armstrong, Hoefing and Marchiando 10,100, 6,800 and 2,500 shares, respectively, of the Company’s Common Stock, as restricted stock awards under the Company’s 2004 Stock Incentive Plan, with one-third of each such award vesting on the first, second and third anniversaries of the grant date and freely transferable after such dates if Messrs. Armstrong, Hoefing and Marchiando’s services or employment have not been terminated on or prior to such dates. The shares will be issued pursuant to the standard form of Restricted Stock Award Agreement for Team Members that is filed as Exhibit 10.3 to this Current Report on Form 8-K.

Finally, the Compensation Committee approved the following discretionary cash bonus payments:

Jeffrey M. Armstrong	$50,000
Mark S. Hoefing	$36,000

Item 9.01.

FINANCIAL STATEMENTS AND EXHIBITS

Exhibits.

Exhibit No.

Description

10.1

Written Descriptions of the Fiscal 2015 Executive Short Term Incentive Plan, Fiscal 2015 Executive Long Term Incentive Plan, and Fiscal 2015 Team Member Discretionary Bonus Plan

10.2

Form of Restricted Stock Award Agreement for Team Members under the Perceptron, Inc. First Amended and Restated 2004 Stock Incentive Plan (One Year Vesting)

10.3

Form of Restricted Stock Award Agreement for Team Members under the Perceptron, Inc. First Amended and Restated 2004 Stock Incentive Plan (Three Year Graded Vesting)

10.4

Form of Restricted Stock Unit Award Agreement for Team Members under the Perceptron, Inc. First Amended and Restated 2004 Stock Incentive Plan (One Year Vesting)

10.5

Form of Restricted Stock Unit Award Agreement for Team Members under the Perceptron, Inc. First Amended and Restated 2004 Stock Incentive Plan (Three Year Graded Vesting)

10.6

Form of Restricted Stock Unit Award Agreement for Non-Employee Directors under the Perceptron, Inc. First Amended and Restated 2004 Stock Incentive Plan (One Year Vesting)

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.

	PERCEPTRON, INC.
	(Registrant)

Date: October 17, 2014	/s/ David W. Geiss
	By: David W. Geiss
	Title: Vice President, General Counsel and Secretary

EXHIBIT INDEX

Exhibit

Number

Description

10.1

Written Descriptions of the Fiscal 2015 Executive Short Term Incentive Plan, Fiscal 2015 Executive Long Term Incentive Plan, and Fiscal 2015 Team Member Discretionary Bonus Plan

10.2

Form of Restricted Stock Award Agreement for Team Members under the Perceptron, Inc. First Amended and Restated 2004 Stock Incentive Plan (One Year Vesting)

10.3

Form of Restricted Stock Award Agreement for Team Members under the Perceptron, Inc. First Amended and Restated 2004 Stock Incentive Plan (Three Year Graded Vesting)

10.4

Form of Restricted Stock Unit Award Agreement for Team Members under the Perceptron, Inc. First Amended and Restated 2004 Stock Incentive Plan (One Year Vesting)

10.5

Form of Restricted Stock Unit Award Agreement for Team Members under the Perceptron, Inc. First Amended and Restated 2004 Stock Incentive Plan (Three Year Graded Vesting)

10.6

Form of Restricted Stock Unit Award Agreement for Non-Employee Directors under the Perceptron, Inc. First Amended and Restated 2004 Stock Incentive Plan (One Year Vesting)

EXHIBIT 10.1

SUMMARY OF FISCAL 2015 EXECUTIVE SHORT TERM INCENTIVE PLAN,

FISCAL 2015 EXECUTIVE LONG TERM INCENTIVE PLAN,

AND TEAM MEMBER DISCRETIONARY BONUS PLAN

Fiscal 2015 Executive Short Term Incentive Plan

Under the Fiscal 2015 Executive Short Term Incentive Plan (the “Executive Short Term Incentive Plan”), the Company’s director-level team members, officers and named executive officers can earn annual incentive cash compensation based upon (i) performance against two pre-established Company financial targets and (ii) performance against individual strategic goals that are aligned with the Company’s strategic objectives. The targets and weightings relevant to the cash incentive determination for fiscal 2015 under the Executive Short Term Incentive Plan will be as follows:

Fiscal 2015 Targets		Weighting
Company Revenue		40%
Company Operating Income		40%
Strategic Objectives		20%

The financial targets include progressive threshold (85% of target), target and maximum (115% of target) level incentive performance objectives. If the threshold, target or maximum financial performance objectives are met, participants will receive a cash incentive payment under the Executive Short Term Incentive Plan, with the specific amount that such participant receives dependent on company financial performance, a scaled payout multiplier (75% at threshold, 100% at target and 150% at maximum), a discretionary multiplier (80% to 120%), their base salary and their predetermined participation level stated as a percentage of base salary.

An annual incentive cash compensation payout can be made under the Executive Short Term Incentive Plan if either financial target exceeds 85% of its specified minimum performance threshold point or the strategic goals are achieved.

Under the Executive Short Term Incentive Plan, the possible outcomes of the percentage of base salary that could be received by the Company’s President and Chief Executive Officer is 0% or an amount between 6% and 90%, with 50% payable if both of the target financial performance objectives are met, the target strategic goals are met, and the target scaled multiplier and a 100% discretionary multiplier is used. Under the Executive Short Term Incentive Plan, the possible outcomes of the percentage of base salary that could be received by other named executive officers of the Company is 0% or an amount between 4.8% to 72%, with 40% payable if both of the target financial performance objectives are met, the target strategic goals are met, and the target scaled multiplier and a 100% discretionary multiplier is used.

After completion of fiscal 2015, the Management Development, Compensation and Stock Option Committee (the “Committee”) will determine the extent to which the specified goals relating to the financial performance targets and strategic goals have been achieved, the discretionary multiplier and the actual cash amounts to be paid under the Executive Short Term Incentive Plan.

The Committee reserves the right, in its sole and absolute discretion, to change the eligibility for participation under the Executive Short Term Incentive Plan, to revise, eliminate or otherwise modify any performance targets, to modify any participant’s target cash incentive, or otherwise to increase, decrease or eliminate any incentive payouts to any participant under the Executive Short Term Incentive Plan, regardless of the level of performance targets that have been achieved, including to provide for no cash incentive payout to a participant even though one or more performance targets have been achieved.

Participating team members under the Annual Incentive Plan must be employed on or before December 31, 2014 in order to be eligible. Those hired between July 1, 2014 and December 31, 2014 will receive a pro-rata portion of their individual participation level. Participating team members must be employed by the Company at the date of the payment in fiscal 2016.

Fiscal 2015 Executive Long Term Incentive Plan

Under the Fiscal 2015 Executive Long Term Incentive Plan (the “Executive Long Term Incentive Plan”), the Company’s officers and named executive officers can earn annual incentive restricted stock equity awards under the 2004 Stock Incentive Plan based upon the Company’s performance against pre-established Company financial targets. The financial targets include progressive threshold (85% of target), target and maximum (115% of target) level incentive performance objectives for the officers and named executive officers. The number of shares of restricted stock awarded under the Executive Long Term Incentive Plan for fiscal 2015 performance will be based on the Company’s achievement of specified results with respect to corporate operating income and revenue targets for fiscal 2015. The financial targets and weightings relevant to the restricted stock equity grant incentive determination for fiscal 2015 for each of the named executive officers will be as follows:

Financial Target		Weighting
Company Revenue		50%
Company Operating Income		50%

An annual incentive equity compensation payout can be made under the Executive Long Term Incentive Plan if either financial target exceeds 85% of its specified minimum threshold point.

If the threshold, target or maximum financial performance objectives are met, participants will receive an equity incentive award under the Executive Long Term Incentive Plan, with the specific number of shares of restricted stock that such participant receives determined by dividing a dollar amount dependent on company financial performance, a scaled payout multiplier (75% to 150%), a discretionary multiplier (50% to 200%), the participant’s base salary and their predetermined participation level (40% for our President and 25% for the other named executive officers) stated as a percentage of base salary, divided by the closing price of the Company’s Common Stock on the NASDAQ Stock Market’s Global Market on the award date.

Under the Executive Long Term Incentive Plan, the grant date value of restricted shares that could be received by the Company’s President and Chief Executive Officer will be 0%, or an amount between 7.5% and 120%, of base salary, with a grant date value of 40% of base salary earned if both of the target financial performance objectives are met and the target scaled payment and discretionary multiplier of 100% is used. Under the Executive Long Term Incentive Plan, the grant date value of restricted shares that could be received by the Company’s other named executive officers will be 0%, or an amount between 4.7% and 75%, of base salary, with 25% of base salary earned if both of the target financial performance objectives are met and the target scaled payment and discretionary multiplier of 100% is used.

After completion of fiscal 2015, the Committee will determine the extent to which the specified goals relating to the financial targets have been achieved, the discretionary multiplier and determine the actual number of restricted shares to be granted under the 2004 Stock Incentive Plan. The restricted stock award will vest one-third on the first anniversary of the grant date, one-third on the second anniversary of the grant date and one-third on the third anniversary of the grant date, provided the participant remains employed with Company on each of the relevant vesting dates,.

The Committee reserves the right, in its sole and absolute discretion, to change the eligibility for participation under the Executive Long Term Incentive Plan, to revise, eliminate or otherwise modify any performance targets, to modify any participant’s target restricted stock equity potential, or otherwise to increase, decrease or eliminate any restricted stock equity awards to any participant under the Executive Long Term Incentive Plan, regardless of the level of performance targets that have been achieved, including to provide for no restricted stock equity awards to a participant even though one or more performance targets have been achieved.

Participating officers and executive officers under the Executive Long Term Incentive Plan must be employed on or before December 31, 2014 in order to be eligible. Those hired between July 1, 2014 and December 31, 2014 will receive a pro-rata portion of their restricted stock equity award. Participating team members must be employed by the Company at the date of the award of restricted stock in fiscal 2016.

Fiscal 2015 Team Member Discretionary Bonus Plan

Under the Fiscal 2015 Team Member Discretionary Bonus Plan (the “Team Member Bonus Plan”), generally the Company’s team members below the director level are eligible for awards of a discretionary cash bonus payment based upon the Company’s operating income and an eligible team member’s level of job performance. The purpose of the Plan is to incentivize and reward top team member performers. Five percent of every dollar of the Company’s operating income for fiscal 2015 will be available as a pool of funds to pay the discretionary cash bonus payments.

After completion of fiscal 2015, the Committee will determine the amount in the pool of funds generated from the Company’s operating income for fiscal 2015 and the total amount available for payment to eligible team members. The Company’s President will then be delegated with the authority to award specific cash payments to those team members who are chosen to receive awards as part of the Company’s merit pay and performance review process.

The Committee reserves the right, in its sole and absolute discretion, to change the eligibility for participation under the Team Member Bonus Plan, to revise, eliminate or otherwise modify any financial performance targets, or otherwise to increase, decrease or eliminate any cash bonus payouts to any participant under the Team Member Bonus Plan, regardless of the level of financial performance targets that have been achieved, including to provide for no bonus payout to a participant even though one or more financial performance targets have been achieved.

Exhibit 10.2

PERCEPTRON, INC.

FIRST AMENDED AND RESTATED

2004 STOCK INCENTIVE PLAN

RESTRICTED STOCK AWARD AGREEMENT FOR TEAM MEMBERS

THIS RESTRICTED STOCK AWARD AGREEMENT (the “Award Agreement”) is made effective as of _________ , 20 __ (the “Grant Date”), between Perceptron, Inc., a Michigan Corporation (hereinafter called the “Corporation”), and __________________ , hereinafter referred to as the “Grantee.” Capitalized terms not otherwise defined herein shall have the same meanings as in the Perceptron, Inc. First Amended and Restated 2004 Stock Incentive Plan, as may be amended from time to time (the terms of which are hereby incorporated by reference and made a part of this Award Agreement) (the “Plan”).

1. Grant of the Restricted Stock . Subject to the terms and conditions of the Plan and the additional terms and conditions set forth in this Award Agreement, the Corporation hereby grants to the Grantee [INSERT NUMBER OF SHARES] shares of Common Stock (hereinafter called the “Restricted Stock”). The Restricted Stock shall vest and become nonforfeitable in accordance with Section 2 hereof.

2. Restriction Period . The Common Stock subject to this Award Agreement is restricted from transfer until the restrictions lapse. Subject to the Grantee’s termination of employment or services with the Corporation or a Subsidiary, as described in Section 3, below, the Common Stock subject to this Award Agreement shall vest upon the first anniversary of the Grant Date (the “Restriction Period”). Upon the lapse of the restrictions and subject to the tax withholding requirements described in Section 21 below, the associated Common Stock shall become freely transferable if the Grantee’s services or employment have not been terminated on or prior to such date. Notwithstanding the provisions of this subsection, in the event of a Change in Control, the Common Stock subject to this Award Agreement shall become 100% vested and nonforfeitable and all restrictions shall lapse, subject to the tax withholding requirements described below. Until the lapse of the restrictions in this Section 2, the certificate evidencing the Common Stock subject to this Award Agreement shall be held in escrow by the Corporation and carry a restrictive legend that prohibits any transfer including the assignment, hypothecation or pledge of the Common Stock subject to this Award Agreement, prior to the lapse of the Restriction Period and satisfaction of the tax withholding requirements.

3. Termination. Except as described in Section 2, if the Grantee’s employment or services are terminated for any reason, the Grantee’s right to the Common Stock subject to this Award Agreement that are still subject to the Restriction Period automatically shall terminate and be forfeited by the Grantee. The Committee retains the right to accelerate or waive restrictions on Common Stock covered by this Award Agreement.

4. Legend on Certificates . The Restricted Stock certificate shall contain a legend stating that it is subject to transfer restrictions and other restrictions as the Committee may deem reasonably advisable under the Plan or the rules, regulations, and other requirements of the Securities and Exchange Commission, any stock exchange upon which such Restricted Stock is listed, or any applicable federal or state laws, and the Committee may cause a legend or legends to be put on any such certificates to make appropriate reference to such restrictions.

5. Securities Laws . The Corporation may require the Grantee to make or enter into such written representations, warranties and agreements as the Committee may reasonably request in order to comply with applicable securities laws or with this Award Agreement. Anything to the contrary herein notwithstanding, the granting of the Restricted Stock hereunder shall be subject to such compliance with federal and state laws, rules and regulations applying to the authorization, issuance or sale of securities, and applicable stock exchange requirements, as the Corporation deems necessary or advisable.

6. Transferability. The Restricted Stock may not, at any time prior to becoming vested pursuant to Section 2 or thereafter, be transferred, sold, assigned, pledged, hypothecated or otherwise disposed of unless such transfer, sale, assignment, pledge, hypothecation or other disposition complies with the provisions of this Award Agreement.

7. Disputes . As a condition of the granting of the Restricted Stock granted hereby, the Grantee and the Grantee’s successors and assigns agree that any dispute or disagreement which shall arise under or as a result of this Award Agreement shall be determined by the Committee in its sole discretion and judgment and that any such determination and any interpretation by the Committee of the terms of this Award Agreement shall be final and shall be binding and conclusive for all purposes.

8. Adjustments . In the event of any stock dividend, subdivision or combination of shares, reclassification, or similar transaction affecting the shares covered by this Award, determined by the Committee to be covered by this Section 8, a proposed dissolution or liquidation of the Corporation, a merger of the Corporation with or into another corporation where the Corporation is not the surviving corporation, but its stock is exchanged for the stock of the parent Corporation of the other party to the merger, the sale of substantially all of the assets of the Corporation, the reorganization of the Corporation or other similar transaction determined by the Committee to be covered by this Section 8, a proposed spin-off or a transfer by the Corporation of a portion of its assets resulting in the employment of the Grantee by the spin-off entity or the entity acquiring assets of the Corporation, the rights of the Grantee shall be as provided in Section 9.1 of the Plan and any adjustment therein provided shall be made in accordance with Section 9.1 of the Plan.

9. Rights as a Stockholder . Except for potential forfeitability of the Restricted Stock prior to the lapse of restrictions set forth in Section 2 above, the Grantee shall have all the voting rights and entitlement to dividends and other distributions paid (although any dividends or distributions paid in Common Stock will be subject to the same restrictions, terms and conditions as the Restricted Stock to which it relates) with respect to Common Stock subject to this Award Agreement commencing on the date on which the stock certificate is issued (or book entry evidencing such shares has been made and such shares have been deposited with the appropriate book-entry custodian) evidencing the Restricted Stock under this Award Agreement.

10. No Guarantee of Employment . Nothing contained in this Award Agreement or in the Plan, nor any action taken by the Corporation or the Committee, shall confer upon the Grantee any right with respect to continuation of Grantee’s employment or other service to the Corporation or any Subsidiary, nor interfere in any way with the right of the Corporation or any Subsidiary to terminate Grantee’s employment or other service at any time, and if Grantee is an employee, the Grantee’s employment is and shall remain employment at will, except as otherwise specifically provided by law or in an employment agreement between the Grantee and the Corporation.

11. Notices . Every notice relating to this Award Agreement shall be in writing and if given by mail shall be given by registered or certified mail with return receipt requested. All notices to the Corporation shall be delivered to the Secretary of the Corporation at the Corporation's headquarters or addressed to the Secretary of the Corporation at the Corporation's headquarters. All notices by the Corporation to the Grantee shall be delivered to the Grantee personally or addressed to the Grantee at the Grantee’s last residence address as then contained in the records of the Corporation or such other address as the Grantee may designate. Either party by notice to the other may designate a different address to which notices shall be addressed. Any notice given by the Corporation to the Grantee at the Grantee’s last designated address shall be effective to bind any other person who shall acquire rights hereunder.

12. Limitation on Obligations . The Corporation’s obligation with respect to the Restricted Stock granted hereunder is limited solely to the delivery to the Grantee of Common Stock on the date when such shares are due to be delivered hereunder, and in no way shall the Corporation become obligated to pay cash in respect of such obligation. This Award Agreement shall not be secured by any specific assets of the Corporation or any of its Subsidiaries, nor shall any assets of the Corporation or any of its subsidiaries be designated as attributable or allocated to the satisfaction of the Corporation’s obligations under this Award Agreement. In addition, the Corporation shall not be liable to the Grantee for damages relating to any delays in issuing the stock certificates to the Grantee (or Grantee’s designated entities), any loss of the certificates, or any mistakes or errors in the issuance of the certificates or in the certificates themselves.

13. Governing Law . Except to the extent governed by applicable federal law, the validity, interpretation, construction and performance of this Award Agreement, shall be governed by the laws of the State of Michigan without regard to its choice of law rules.

14. Award Agreement Subject to Plan . The Award Agreement shall be subject to all terms and provisions of the Plan, to the extent applicable to the Restricted Stock. In the event of any conflict between this Award Agreement and the Plan, the terms of the Plan shall control, it being understood that variations in this Award Agreement from terms set forth in the Plan shall not be considered to be in conflict if the Plan permits such variations.

15. Counterparts . This Award Agreement may be executed in counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument.

16. Captions . The captions to the sections and subsections contained in this Award Agreement are for reference only, do not form a substantive part of this Award Agreement and shall not restrict or enlarge substantive provisions of this Award Agreement.

17. Parties in Interest. This Award Agreement shall bind and shall inure to the benefit of the parties hereto, their respective permitted successors and assigns.

18. Complete Agreement. This Award Agreement shall constitute the entire agreement between the parties hereto and shall supersede all proposals, oral or written, and all other communications between the parties relating to the subject matter of this Award Agreement.

19. Modifications . The terms of this Award Agreement cannot be modified except in writing and signed by each of the parties hereto.

20. Severability. In the event that any one or more of the provisions of this Award Agreement should be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein shall not in any way be affected or impaired thereby.

21. Payment of Taxes and Release From Escrow . Upon the lapse of the Restriction Period, the Grantee authorizes the Corporation to withhold a sufficient number of shares from the Grantee’s Award, valued at Fair Market Value on the date the Restriction Period lapses, to satisfy the Grantee’s applicable withholding obligations for income and employment taxes associated with the Award. In the alternative, the Grantee may elect to authorize the Corporation to withhold from the Grantee’s cash compensation or tender a sufficient amount of cash to the Corporation to satisfy the Grantee’s income and employment tax withholding obligations, or a combination of two or more of the aforementioned three methods. The Corporation is not authorized to withhold more than is necessary to satisfy the Grantee’s established tax withholding requirements for federal, state and local obligations in connection with this Award. Once the tax withholding requirements have been satisfied, the Corporation shall remove the Grantee’s stock certificate from escrow and re-issue the stock certificate without the restrictive legend and for the adjusted number of shares, if shares have been withheld to satisfy the tax withholding obligations. The Grantee is hereby advised to seek his or her own tax counsel regarding the taxation of the grant of Restricted Stock made hereunder. The Corporation and its agents have not and are not providing any tax advice to the Grantee.

[ Continued on next page. ]

IN WITNESS WHEREOF, the Corporation has caused the Award to be granted pursuant to this Award Agreement on the Grant Date.

	PERCEPTRON, INC.



	By:

	Name:

	Title:

*************************************************************

ACKNOWLEDGEMENT

By signing below, the Grantee acknowledges and agrees that:

A copy of the Plan and the Plan’s Prospectus have been made available to the Grantee;

The Grantee has read and understands and accepts the conditions place on the Restricted Stock, including the tax withholding requirements; and

If the Grantee does not return a signed copy of this Award Agreement to the address shown below not later than 30 days after the Grant Date, the Restricted Stock will be forfeited and the Award Agreement will terminate and be of no further force or effect.

Perceptron, Inc.

Attention: Vice President, General Counsel & Secretary

47827 Halyard Drive

Plymouth, MI 48170

	GRANTEE




	Printed Name:

	Date:

Exhibit 10.3

PERCEPTRON, INC.

FIRST AMENDED AND RESTATED

2004 STOCK INCENTIVE PLAN

RESTRICTED STOCK AWARD AGREEMENT FOR TEAM MEMBERS

2. Restriction Period . The Common Stock subject to this Award Agreement is restricted from transfer until the restrictions lapse. Subject to the Grantee’s termination of employment or services with the Corporation or a Subsidiary, as described in Section 3, below, the Common Stock subject to this Award Agreement shall vest as follow: 33-1/3% on the first anniversary of the Grant Date, 33-1/3% on the second anniversary of the Grant Date and 33-1/3% on the third anniversary of the Grant Date (individually, or in the aggregate, a “Restriction Period”). Upon the lapse of the restrictions and subject to the tax withholding requirements described in Section 21 below, the associated Common Stock shall become freely transferable if the Grantee’s services or employment have not been terminated on or prior to such date. Notwithstanding the provisions of this subsection, in the event of a Change in Control, the Common Stock subject to this Award Agreement shall become 100% vested and nonforfeitable and all restrictions shall lapse, subject to the tax withholding requirements described below. Until the lapse of the restrictions in this Section 2, any certificate evidencing the Common Stock subject to this Award Agreement shall be held in escrow by the Corporation and carry a restrictive legend that prohibits any transfer including the assignment, hypothecation or pledge of the Common Stock subject to this Award Agreement, prior to the lapse of any remaining Restriction Period and satisfaction of the tax withholding requirements.

3. Termination. Except as described in Section 2, if the Grantee’s employment or services are terminated for any reason, the Grantee’s right to the Common Stock subject to this Award Agreement and still subject to a Restriction Period automatically shall terminate and be forfeited by the Grantee. The Committee retains the right to accelerate or waive restrictions on Common Stock covered by this Award Agreement.

9. Rights as a Stockholder . Except for potential forfeitability of the Restricted Stock prior to the lapse of restrictions set forth in Section 2 above, the Grantee shall have all the voting rights and entitlement to dividends and other distributions paid (although any dividends or distributions paid in Common Stock will be subject to the same restrictions, terms and conditions as the Restricted Stock to which it relates) with respect to Common Stock subject to this Award Agreement commencing on the date on which the stock certificate is issued (or book entry representing such shares has been made and such shares have been deposited with the appropriate book-entry custodian) evidencing the Restricted Stock under this Award Agreement.

15. Counterparts . This Award Agreement may be executed in counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument.

17. Parties in Interest. This Award Agreement shall bind and shall inure to the benefit of the parties hereto, their respective permitted successors and assigns.

19. Modifications . The terms of this Award Agreement cannot be modified except in writing and signed by each of the parties hereto.

21. Payment of Taxes and Release From Escrow . Upon the lapse of each Restriction Period, the Grantee authorizes the Corporation to withhold a sufficient number of shares from the vested portion of the Grantee’s Award, with such shares being valued at Fair Market Value on the date the applicable Restriction Period lapses, to satisfy the Grantee’s then applicable withholding obligations for income and employment taxes associated with the then vested portion of the Award. In the alternative, the Grantee may elect to authorize the Corporation to withhold from the Grantee’s cash compensation or tender a sufficient amount of cash to the Corporation to satisfy the Grantee’s income and employment tax withholding obligations, or a combination of two or more of the aforementioned three methods. The Corporation is not authorized to withhold more than is necessary to satisfy the Grantee’s established tax withholding requirements for federal, state and local obligations in connection with the vesting of any portion of the Award. Once the tax withholding requirements have been satisfied, the Corporation shall remove the Grantee’s stock certificate from escrow and re-issue the certificate without the restrictive legend and for the adjusted number of vested shares, if share have been withheld to satisfy the tax withholding obligations. To the extent that remaining shares in the Award continue to be subject to the Restriction Period, the Corporation shall issue a new certificate to be held in escrow that reflects the adjusted remaining number of shares with the appropriate restrictive legend. The Grantee is hereby advised to seek his or her own tax counsel regarding the taxation of the grant of Restricted Stock made hereunder. The Corporation and its agents have not and are not providing any tax advice to the Grantee.

[ Continued on next page. ]

IN WITNESS WHEREOF, the Corporation has caused the Award to be granted pursuant to this Award Agreement on the Grant Date.

	PERCEPTRON, INC.



	By:

	Name:

	Title:

*************************************************************

ACKNOWLEDGEMENT

By signing below, the Grantee acknowledges and agrees that:

A copy of the Plan and the Plan’s Prospectus have been made available to the Grantee;

The Grantee has read and understands and accepts the conditions place on the Restricted Stock, including the tax withholding requirements; and

Perceptron, Inc.

Attention: Vice President, General Counsel & Secretary

47827 Halyard Drive

Plymouth, MI 48170

	GRANTEE




	Printed Name:

	Date:

Exhibit 10.4

PERCEPTRON, INC.

FIRST AMENDED AND RESTATED

2004 STOCK INCENTIVE PLAN

RESTRICTED STOCK UNIT AWARD AGREEMENT FOR TEAM MEMBERS

THIS RESTRICTED STOCK UNIT AWARD AGREEMENT (the “Award Agreement”) is made effective as of _________ , 20 __ (the “Grant Date”), between Perceptron, Inc., a Michigan Corporation (hereinafter called the “Corporation”), and __________________ , hereinafter referred to as the “Grantee.” Capitalized terms not otherwise defined herein shall have the same meanings as in the Perceptron, Inc. First Amended and Restated 2004 Stock Incentive Plan, as may be amended from time to time (the terms of which are hereby incorporated by reference and made a part of this Award Agreement) (the “Plan”).

1. Grant of the Restricted Stock Units . Subject to the terms and conditions of the Plan and the additional terms and conditions set forth in this Award Agreement, the Corporation hereby grants to the Grantee [INSERT NUMBER OF UNITS] restricted stock units (hereinafter called the “Restricted Stock Units”). The Restricted Stock Units shall vest and become nonforfeitable in accordance with Section 2 hereof.

2. Restriction Period . The Restricted Stock Units subject to this Award Agreement are restricted from transfer until the restrictions lapse. Subject to the Grantee’s termination of employment or services with the Corporation or a Subsidiary, as described in Section 3, below, the Restricted Stock Units subject to this Award Agreement shall vest upon the first anniversary of the Grant Date (the “Restriction Period”). Upon the lapse of the restrictions and subject to the tax withholding requirements described in Section 22 below, each vested Restricted Stock Unit shall be settled in the form of one share of the Corporation’s Common Stock Notwithstanding the provisions of this subsection, in the event of a Change in Control, the Restricted Stock Units subject to this Award Agreement shall become 100% vested and nonforfeitable and all restrictions shall lapse, subject to the tax withholding requirements described below.

3. Termination. Except as described in Section 2, if the Grantee’s employment or services are terminated for any reason, the Grantee’s right to the Restricted Stock Units under this Award Agreement that are still subject to the Restriction Period automatically shall terminate and be forfeited by the Grantee. The Committee retains the right to accelerate or waive restrictions on Restricted Stock Units covered by this Award Agreement.

4. Securities Laws . The Corporation may require the Grantee to make or enter into such written representations, warranties and agreements as the Committee may reasonably request in order to comply with applicable securities laws or with this Award Agreement. Anything to the contrary herein notwithstanding, the granting of the Restricted Stock Units hereunder and the Corporation’s issuance of any shares of Common Stock upon vesting of such Restricted Stock Units shall be subject to such compliance with federal and state laws, rules and regulations applying to the authorization, issuance or sale of securities, and applicable stock exchange requirements, as the Corporation deems necessary or advisable.

5. Transferability. This Award and the Restricted Stock Units subject to this Award, may not, at any time be transferred, sold, assigned, pledged, hypothecated or otherwise disposed of unless such transfer, sale, assignment, pledge, hypothecation or other disposition complies with the provisions of this Award Agreement and the terms of the Plan.

6. Disputes . As a condition of the granting of the Restricted Stock Units granted hereby, the Grantee and the Grantee’s successors and assigns agree that any dispute or disagreement which shall arise under or as a result of this Award Agreement shall be determined by the Committee in its sole discretion and judgment and that any such determination and any interpretation by the Committee of the terms of this Award Agreement shall be final and shall be binding and conclusive for all purposes.

7. Adjustments . In the event of any stock dividend, subdivision or combination of shares, reclassification, or similar transaction affecting the shares covered by this Award, determined by the Committee to be covered by this Section 7, a proposed dissolution or liquidation of the Corporation, a merger of the Corporation with or into another corporation where the Corporation is not the surviving corporation, but its stock is exchanged for the stock of the parent Corporation of the other party to the merger, the sale of substantially all of the assets of the Corporation, the reorganization of the Corporation or other similar transaction determined by the Committee to be covered by this Section 7, a proposed spin-off or a transfer by the Corporation of a portion of its assets resulting in the employment of the Grantee by the spin-off entity or the entity acquiring assets of the Corporation, the rights of the Grantee shall be as provided in Article 9 of the Plan and any adjustment therein provided shall be made in accordance with Article 9.

8. No Stockholder Rights Prior to Issuance of Shares . The Grantee shall have no rights of a stockholder with respect to the Restricted Stock Units granted under this Award, and the Grantee shall not be entitled to any dividend equivalents with respect to the Restricted Stock Units. Grantee’s stockholder rights arise only after the lapse of the Restriction Period when the Restricted Stock Units are settled in shares of the Corporation’s Common Stock, commencing on the date on which the stock certificate is issued (or book entry evidencing such shares has been made and such shares have been deposited with the appropriate book-entry custodian) evidencing the issuance of Common Stock pursuant to this Award Agreement.

9. No Guarantee of Employment . Nothing contained in this Award Agreement or in the Plan, nor any action taken by the Corporation or the Committee, shall confer upon the Grantee any right with respect to continuation of Grantee’s employment or other service to the Corporation or any Subsidiary, nor interfere in any way with the right of the Corporation or any Subsidiary to terminate Grantee’s employment or other service at any time, and if Grantee is an employee, the Grantee’s employment is and shall remain employment at will, except as otherwise specifically provided by law or in an employment agreement between the Grantee and the Corporation.

10. Notices . Every notice relating to this Award Agreement shall be in writing and if given by mail shall be given by registered or certified mail with return receipt requested. All notices to the Corporation shall be delivered to the Secretary of the Corporation at the Corporation's headquarters or addressed to the Secretary of the Corporation at the Corporation's headquarters. All notices by the Corporation to the Grantee shall be delivered to the Grantee personally or addressed to the Grantee at the Grantee’s last residence address as then contained in the records of the Corporation or such other address as the Grantee may designate. Either party by notice to the other may designate a different address to which notices shall be addressed. Any notice given by the Corporation to the Grantee at the Grantee’s last designated address shall be effective to bind any other person who shall acquire rights hereunder.

11. Limitation on Obligations . The Corporation’s obligation with respect to the Restricted Stock Units granted hereunder is limited solely to the delivery to the Grantee of Common Stock on the date when such shares are due to be delivered hereunder, and in no way shall the Corporation become obligated to pay cash in respect of such obligation. This Award Agreement shall not be secured by any specific assets of the Corporation or any of its Subsidiaries, nor shall any assets of the Corporation or any of its subsidiaries be designated as attributable or allocated to the satisfaction of the Corporation’s obligations under this Award Agreement. In addition, the Corporation shall not be liable to the Grantee for damages relating to any delays in issuing the stock certificates to the Grantee (or Grantee’s designated entities), any loss of the certificates, or any mistakes or errors in the issuance of the certificates or in the certificates themselves.

12. Code Section 409A . This Award and the Restricted Stock Units granted hereunder are intended to be exempt from, or in compliance with, Code Section 409A, and this Award Agreement is to be construed accordingly.

13. Foreign Law Restrictions . Notwithstanding anything herein to the contrary, the Corporation’s obligation to deliver Common Stock pursuant to a Restricted Stock Unit granted hereunder is subject to compliance with the laws, rules and regulations of any foreign nation applying to the authorization, issuance or sale of securities, providing of compensation, transfer of currencies and other matters, as may apply to the Grantee, if a resident of such foreign nation. To the extent that the Corporation is restricted in accordance with such foreign laws from delivering shares of Common Stock to the Grantee as would otherwise be provided for in this Agreement, the Corporation shall be released from such obligation and shall not be subject to the claims of the Grantee hereunder with respect hereto.

14. Governing Law . Except to the extent governed by applicable federal law, the validity, interpretation, construction and performance of this Award Agreement, shall be governed by the laws of the State of Michigan without regard to its choice of law rules.

15. Award Agreement Subject to Plan . The Award Agreement shall be subject to all terms and provisions of the Plan, to the extent applicable to the Restricted Stock Units granted hereunder. In the event of any conflict between this Award Agreement and the Plan, the terms of the Plan shall control, it being understood that variations in this Award Agreement from terms set forth in the Plan shall not be considered to be in conflict if the Plan permits such variations.

16. Counterparts . This Award Agreement may be executed in counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument.

17. Captions . The captions to the sections and subsections contained in this Award Agreement are for reference only, do not form a substantive part of this Award Agreement and shall not restrict or enlarge substantive provisions of this Award Agreement.

18. Parties in Interest. This Award Agreement shall bind and shall inure to the benefit of the parties hereto, their respective permitted successors and assigns.

19. Complete Agreement. This Award Agreement shall constitute the entire agreement between the parties hereto and shall supersede all proposals, oral or written, and all other communications between the parties relating to the subject matter of this Award Agreement.

20. Modifications . The terms of this Award Agreement cannot be modified except in writing and signed by each of the parties hereto.

21. Severability. In the event that any one or more of the provisions of this Award Agreement should be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein shall not in any way be affected or impaired thereby.

22. Payment of Taxes and Issuance of Certificate . Upon the lapse of the Restriction Period, the Grantee authorizes the Corporation to withhold a sufficient number of shares from the Grantee’s Award, valued at Fair Market Value on the date the Restriction Period lapses, to satisfy the Grantee’s applicable withholding obligations for income and employment taxes associated with the Award. In the alternative, the Grantee may elect to authorize the Corporation to withhold from the Grantee’s cash compensation or tender a sufficient amount of cash to the Corporation to satisfy the Grantee’s income and employment tax withholding obligations, or a combination of two or more of the aforementioned three methods. The Corporation is not authorized to withhold more than is necessary to satisfy the Grantee’s established tax withholding requirements for federal, state and local obligations in connection with this Award. Once the tax withholding requirements have been satisfied, the Corporation shall deliver a stock certificate to the Grantee evidencing the shares of Common Stock issued under the Award, adjusted, if applicable, for shares withheld to satisfy the Grantee’s tax withholding obligations. The Grantee is hereby advised to seek his or her own tax counsel regarding the taxation of the grant of Restricted Stock Units made hereunder. The Corporation and its agents have not and are not providing any tax advice to the Grantee.

[ Continued on next page. ]

IN WITNESS WHEREOF, the Corporation has caused the Award to be granted pursuant to this Award Agreement on the Grant Date.

	PERCEPTRON, INC.



	By:

	Name:

	Title:

*************************************************************

ACKNOWLEDGEMENT

By signing below, the Grantee acknowledges and agrees that:

A copy of the Plan and the Plan’s Prospectus have been made available to the Grantee;

The Grantee has read and understands and accepts the conditions place on the Restricted Stock Units, including the tax withholding requirements; and

If the Grantee does not return a signed copy of this Award Agreement to the address shown below not later than 30 days after the Grant Date, the Restricted Stock Units will be forfeited and the Award Agreement will terminate and be of no further force or effect.

Perceptron, Inc.

Attention: Vice President, General Counsel & Secretary

47827 Halyard Drive

Plymouth, MI 48170

	GRANTEE




	Printed Name:

	Date:

Exhibit 10.5

PERCEPTRON, INC.

FIRST AMENDED AND RESTATED

2004 STOCK INCENTIVE PLAN

RESTRICTED STOCK UNIT AWARD AGREEMENT FOR TEAM MEMBERS

2. Restriction Period . The Restricted Stock Units subject to this Award Agreement are restricted from transfer until the restrictions lapse. Subject to the Grantee’s termination of employment or services with the Corporation or a Subsidiary, as described in Section 3, below, the Restricted Stock Units subject to this Award Agreement shall vest as follow: 33-1/3% on the first anniversary of the Grant Date, 33-1/3% on the second anniversary of the Grant Date and 33-1/3% on the third anniversary of the Grant Date (individually, or in the aggregate, a “Restriction Period”). Upon the lapse of the restrictions and subject to the tax withholding requirements described in Section 22 below, each vested Restricted Stock Unit shall be settled in the form of one share of the Corporation’s Common Stock. Notwithstanding the provisions of this subsection, in the event of a Change in Control, the Restricted Stock Units subject to this Award Agreement shall become 100% vested and nonforfeitable and all restrictions shall lapse, subject to the tax withholding requirements described below.

3. Termination. Except as described in Section 2, if the Grantee’s employment or services are terminated for any reason, the Grantee’s right to the Restricted Stock Units under this Award Agreement and still subject to a Restriction Period automatically shall terminate and be forfeited by the Grantee. The Committee retains the right to accelerate or waive restrictions on Restricted Stock Units covered by this Award Agreement.

4. Securities Laws . The Corporation may require the Grantee to make or enter into such written representations, warranties and agreements as the Committee may reasonably request in order to comply with applicable securities laws or with this Award Agreement. Anything to the contrary herein notwithstanding, the granting of the Restricted Stock Units hereunder and the Corporation’s issuance of any Common Stock upon vesting of such Restricted Stock Units shall be subject to such compliance with federal and state laws, rules and regulations applying to the authorization, issuance or sale of securities, and applicable stock exchange requirements, as the Corporation deems necessary or advisable.

8. No Stockholder Rights Prior to Issuance of Shares . The Grantee shall have no rights of a stockholder with respect to the Restricted Stock Units granted under this Award, and the Grantee shall not be entitled to any dividend equivalents with respect to the Restricted Stock Units. Grantee’s stockholder rights arise only after the lapse of the applicable Restriction Period when the associated Restricted Stock Units are settled in shares of the Corporation’s Common Stock, commencing on the date on which the stock certificate is issued (or book entry representing such shares has been made and such shares have been deposited with the appropriate book-entry custodian) evidencing the issuance of Common Stock pursuant to this Award Agreement.

12. Code Section 409A . This Award and the Restricted Stock Units granted hereunder are intended to be exempt from, or in compliance with, Code Section 409A, and this Award Agreement is to be construed accordingly.

13. Foreign Law Restrictions . Notwithstanding anything herein to the contrary, the Corporation’s obligations to deliver Common Stock pursuant to a Restricted Stock Unit granted hereunder is subject to compliance with the laws, rules and regulations of any foreign nation applying to the authorization, issuance or sale of securities, providing of compensation, transfer of currencies and other matters, as may apply to the Grantee, if a resident of a foreign nation. To the extent that the Corporation is restricted in accordance with such foreign laws from delivering shares of Common Stock to the Grantee as would otherwise be provided for in this Agreement, the Corporation shall be released from such obligation and shall not be subject to the claims of the Grantee hereunder with respect hereto.

16. Counterparts . This Award Agreement may be executed in counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument.

18. Parties in Interest. This Award Agreement shall bind and shall inure to the benefit of the parties hereto, their respective permitted successors and assigns.

20. Modifications . The terms of this Award Agreement cannot be modified except in writing and signed by each of the parties hereto.

22. Payment of Taxes and Release From Escrow . Upon the lapse of each Restriction Period, the Grantee authorizes the Corporation to withhold a sufficient number of shares from the vested portion of the Grantee’s Award, with such shares being valued at Fair Market Value on the date the applicable Restriction Period lapses, to satisfy the Grantee’s then applicable withholding obligations for income and employment taxes associated with the then vested portion of the Award. In the alternative, the Grantee may elect to authorize the Corporation to withhold from the Grantee’s cash compensation or tender a sufficient amount of cash to the Corporation to satisfy the Grantee’s income and employment tax withholding obligations, or a combination of two or more of the aforementioned three methods. The Corporation is not authorized to withhold more than is necessary to satisfy the Grantee’s established tax withholding requirements for federal, state and local obligations in connection with the vesting of any portion of the Award. Once the tax withholding requirements have been satisfied, the Corporation shall deliver a stock certificate to the Grantee evidencing the shares of Common Stock then issued under the Award, adjusted, if applicable, for shares withheld to satisfy the Grantee’s tax withholding obligations. The Grantee is hereby advised to seek his or her own tax counsel regarding the taxation of the grant of Restricted Stock Units made hereunder. The Corporation and its agents have not and are not providing any tax advice to the Grantee.

[ Continued on next page. ]

IN WITNESS WHEREOF, the Corporation has caused the Award to be granted pursuant to this Award Agreement on the Grant Date.

	PERCEPTRON, INC.



	By:

	Name:

	Title:

*************************************************************

ACKNOWLEDGEMENT

By signing below, the Grantee acknowledges and agrees that:

A copy of the Plan and the Plan’s Prospectus have been made available to the Grantee;

The Grantee has read and understands and accepts the conditions place on the Restricted Stock Units, including the tax withholding requirements; and

Perceptron, Inc.

Attention: Vice President, General Counsel & Secretary

47827 Halyard Drive

Plymouth, MI 48170

	GRANTEE




	Printed Name:

	Date:

EXHIBIT 10.6

PERCEPTRON, INC.

FIRST AMENDED AND RESTATED

2004 STOCK INCENTIVE PLAN

RESTRICTED STOCK UNIT AWARD AGREEMENT

FOR NON-EMPLOYEE DIRECTORS

1. Grant of Restricted Stock Units . Subject to the terms and conditions of the Plan and the additional terms and conditions set forth in this Award Agreement, the Corporation hereby grants to the Grantee [INSERT NUMBER OF UNITS] restricted stock units (hereinafter called the “Restricted Stock Units”). The Restricted Stock Units shall vest and become nonforfeitable in accordance with Section 2 hereof.

2. Restriction Period . The Restricted Stock Units subject to this Award Agreement are restricted from transfer until the restrictions lapse. Subject to the Grantee’s termination of services with the Corporation or a Subsidiary, as described in Section 3, below, the Restricted Stock Units subject to this Award Agreement shall vest upon the first anniversary of the Grant Date (the “Restriction Period”). Upon the lapse of the restrictions, each vested Restricted Stock Unit shall be settled in the form of one share of the Corporation’s Common Stock. Notwithstanding the provisions of this subsection, ( i) in the event of a termination by the Corporation of the Grantee’s membership on the Board of Directors or failure to re-nominate the Grantee for election to the Board of Directors, or voluntary resignation by the Grantee from the Board of Directors at the request of the Board of Directors, following a Change in Control of the Corporation, (ii) failure of the Grantee to be reelected to the Board of Directors after being re-nominated for election by the Board of Directors, or (iii) in the event of a Change in Control, the Common Stock subject to this Award Agreement shall become 100% vested and nonforfeitable and all restrictions shall lapse.

3. Termination. Except as described in Section 2, if the Grantee’s services are terminated for any reason, the Grantee’s right to the Restricted Stock Units subject to this Award Agreement that are still subject to the Restriction Period automatically shall terminate and be forfeited by the Grantee. The Committee retains the right to accelerate or waive restrictions on Restricted Stock Units covered by this Award Agreement.

5. Transferability. The Award and the Restricted Stock Units subject to this Award, may not, at any time be transferred, sold, assigned, pledged, hypothecated or otherwise disposed of unless such transfer, sale, assignment, pledge, hypothecation or other disposition complies with the provisions of this Award Agreement and the terms of the Plan.

6. Disputes. As a condition of the granting of the Restricted Stock Units granted hereby, the Grantee and the Grantee’s successors and assigns agree that any dispute or disagreement which shall arise under or as a result of this Award Agreement shall be determined by the Committee in its sole discretion and judgment and that any such determination and any interpretation by the Committee of the terms of this Award Agreement shall be final and shall be binding and conclusive for all purposes.

7. Adjustments . In the event of any stock dividend, subdivision or combination of shares, reclassification, or similar transaction affecting the shares covered by this award, determined by the Committee to be covered by this Section 7, a proposed dissolution or liquidation of the Corporation, a merger of the Corporation with or into another corporation where the Corporation is not the surviving corporation, but its stock is exchanged for the stock of the parent Corporation of the other party to the merger, the sale of substantially all of the assets of the Corporation, the reorganization of the Corporation or other similar transaction determined by the Committee to be covered by this Section 7, a proposed spin-off or a transfer by the Corporation of a portion of its assets resulting in the services of the Grantee by the spin-off entity or the entity acquiring assets of the Corporation, the rights of the Grantee shall be as provided in Article 9 of the Plan and any adjustment therein provided shall be made in accordance with Article 9.

8. No Stockholder Rights Prior to Issuance of Shares . The Grantee shall have no rights of a stockholder with respect to the Restricted Stock Units granted under this Award, and the Grantee shall not be entitled to any dividend equivalents with respect to the Restricted Stock Units. Grantee’s stockholder rights arise only after the lapse of the Restriction Period when the Restricted Stock Units are settled in shares of the Corporation’s Common Stock, commencing on the date on which the stock certificate is issued (or book entry representing such shares has been made and such shares have been deposited with the appropriate book-entry custodian) evidencing the issuance of Common Stock pursuant to this Award Agreement.

9. Notices . Every notice relating to this Award Agreement shall be in writing and if given by mail shall be given by registered or certified mail with return receipt requested. All notices to the Corporation shall be delivered to the Secretary of the Corporation at the Corporation's headquarters or addressed to the Secretary of the Corporation at the Corporation's headquarters. All notices by the Corporation to the Grantee shall be delivered to the Grantee personally or addressed to the Grantee at the Grantee’s last residence address as then contained in the records of the Corporation or such other address as the Grantee may designate. Either party by notice to the other may designate a different address to which notices shall be addressed. Any notice given by the Corporation to the Grantee at the Grantee’s last designated address shall be effective to bind any other person who shall acquire rights hereunder.

10. Limitation on Obligations . The Corporation’s obligation with respect to the Restricted Stock Units granted hereunder is limited solely to the delivery to the Grantee of Common Stock on the date when such shares are due to be delivered hereunder, and in no way shall the Corporation become obligated to pay cash in respect of such obligation. This Award Agreement shall not be secured by any specific assets of the Corporation or any of its Subsidiaries, nor shall any assets of the Corporation or any of its subsidiaries be designated as attributable or allocated to the satisfaction of the Corporation’s obligations under this Award Agreement. In addition, the Corporation shall not be liable to the Grantee for damages relating to any delays in issuing the stock certificates to the Grantee (or Grantee’s designated entities), any loss of the certificates, or any mistakes or errors in the issuance of the certificates or in the certificates themselves.

11. Code Section 409A . This Award and the Restricted Stock Units granted hereunder are intended to be exempt from, or in compliance with, Code Section 409A, and this Award Agreement is to be construed accordingly.

12. Governing Law . Except to the extent governed by applicable federal law, the validity, interpretation, construction and performance of this Award Agreement, shall be governed by the laws of the State of Michigan without regard to its choice of law rules.

13. Award Agreement Subject to Plan . The Award Agreement shall be subject to all terms and provisions of the Plan, to the extent applicable to the Restricted Stock Units. In the event of any conflict between this Award Agreement and the Plan, the terms of the Plan shall control, it being understood that variations in this Award Agreement from terms set forth in the Plan shall not be considered to be in conflict if the Plan permits such variations.

14. Counterparts . This Award Agreement may be executed in counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument.

15. Captions . The captions to the sections and subsections contained in this Award Agreement are for reference only, do not form a substantive part of this Award Agreement and shall not restrict or enlarge substantive provisions of this Award Agreement.

16. Parties in Interest. This Award Agreement shall bind and shall inure to the benefit of the parties hereto, their respective permitted successors and assigns.

17. Complete Agreement. This Award Agreement shall constitute the entire agreement between the parties hereto and shall supersede all proposals, oral or written, and all other communications between the parties relating to the subject matter of this Award Agreement.

18. Modifications . The terms of this Award Agreement cannot be modified except in writing and signed by each of the parties hereto.

19. Severability. In the event that any one or more of the provisions of this Award Agreement should be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein shall not in any way be affected or impaired thereby.

20. Issuance of Certificate. Once the restrictions have lapsed, the Corporation shall issue and deliver a certificate to the Grantee evidencing the shares of Common Stock issued under the Award. The Grantee is hereby advised to seek his or her own tax counsel regarding the grant of Restricted Stock Units made hereunder. The Corporation and its agents have not and are not providing any tax advice to the Grantee.

IN WITNESS WHEREOF, the Corporation has caused the Award to be granted pursuant to this Award Agreement on the Grant Date.

	PERCEPTRON, INC.



	By:

	Name:

	Title:

*************************************************************

ACKNOWLEDGEMENT

By signing below, the Grantee acknowledges and agrees that:

A copy of the Plan and the Plan’s Prospectus have been made available to the Grantee;

The Grantee has read and understands and accepts the conditions place on the Restricted Stock Units; and

Perceptron, Inc.

Attention: Vice President, General Counsel & Secretary

47827 Halyard Drive

Plymouth, MI 48170

	GRANTEE




	Printed Name:

	Date: