PERCEPTRON INC/MI (Form: 8-K, Received: 09/08/2015 17:20:29)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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): September 8, 2015

PERCEPTRON, INC.
(Exact name of registrant as specified in its charter)

Michigan		0-20206		38-2381442
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

	47827 Halyard Drive, Plymouth, MI	48170-02461
	(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 below 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 communications 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 communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications 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

On September 8, 2015, Perceptron, Inc. (the “Company”) issued a press release announcing the appointment of David Watza as Senior Vice President, Chief Financial Officer, effective October 5, 2015. Attached hereto and incorporated by reference as Exhibit 99.1 is the press release relating to the announcement. Such information, including Exhibit 99.1 attached hereto under Item 9.01, shall not be deemed "filed" for purposes of Section 18 of the Securities Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing. The Company’s Board of Directors acted on Mr. Watza’s appointment at its meeting of August 18, 2015.

Mr. Watza, 49, joins Perceptron from TriMas Corporation (NASDAQ: TRS), most recently as Vice President of Corporate Development and Treasury with responsibility for acquisitions, divestures, and global treasury operations. Dave joined TriMas in 2005, holding positions of increasing responsibility and professional growth including Vice President Finance, Business Planning & Analytics, responsible for strategic planning, annual operating planning and forecasting, and certain company-wide information technology initiatives; division Finance Officer for Cequent APEA in Australia; and division Finance Officer and Vice President of Finance for Cequent Performance Products. Dave began his career as an auditor with Arthur Andersen before transitioning into corporate accounting and finance. He possesses more than 25 years of finance experience in engineered products and manufacturing businesses with responsibilities in accounting, finance and information technology. Dave earned his Bachelor of Business Administration at the University of Michigan.

Under the terms of an Offer Letter between Mr. Watza and the Company, Mr. Watza’s annual base salary will be $260,000. He will be eligible to participate in the Company’s fiscal 2016 incentive plans, prorated based upon his date of hire. His bonus potential level under the Company’s Fiscal 2016 Executive Short Term Incentive Plan and Long Term Incentive Plan will be targeted at 40% and 25% of his annual salary, respectively. He will receive a signing bonus of $25,000 payable in January 2016 and subject to repayment to the Company if he terminates employment within 12 months of his date of hire. Mr. Watza is entitled to receive medical, executive life and disability insurance coverage and other benefits available generally to senior management of the Company and a monthly car allowance of $600. The foregoing description of the Offer Letter is not complete and is qualified in its entirety by reference to the Offer Letter, a copy of which is attached as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

The Management Development, Compensation and Stock Option Committee (the “Management Development Committee”) awarded Mr. Watza non-qualified options to purchase 30,000 shares of the Company’s Common Stock, under the Company’s 2004 Stock Incentive Plan, on August 18, 2015, with a grant date effective November 2, 2015. The options will be issued on the current form of Non-Qualified Stock Option Agreement for Officers. The options will become exercisable in three equal annual installments beginning November 2, 2016 at an exercise price equal to the fair market value of the Company’s Common Stock as of November 2, 2015

The Company will also enter into a Severance Agreement with Mr. Watza that provides for severance benefits, including one-half times his base salary, a prorated portion of any annual bonus he would have earned in the year of termination had he been employed at the end of the bonus period, reimbursement for COBRA coverage expenses and continuation of welfare benefits ((other than health benefits)) for six months following his termination of employment and, if termination is six months prior to or within two years following certain changes in control of the Company, his severance benefits will be one times his base salary, a prorated portion of his targeted bonus for the year of termination based on the number days worked in the year of termination, reimbursement for COBRA coverage expenses and continuation of his welfare benefits (other than health benefits) for one year following his termination of employment.

The Company also entered into the Company’s standard Executive Agreement Not to Compete with Mr. Watza, a copy of which is attached as Exhibit 10.2 to this Current Report on Form 8-K and is incorporated herein by reference.

On September 8, 2015, Sylvia M. Smith, Vice President, Controller and Chief Accounting Officer of the Company, provided notice of her decision to retire by the end of calendar year 2015. She has not set a specific retirement date.

Item 9.01.

FINANCIAL STATEMENTS AND EXHIBITS

D. Exhibits.

Exhibit No.		Description

10.1		Offer Letter dated August 24, 2015 between David Watza and the Company .

10.2		Form of Executive Agreement Not to Compete between the Company and certain of its officers.

99.1		Press Release of the Company dated September 8, 2015.

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.


Date: September 8, 2015	/s/ Jeffrey M. Armstrong
	By:	Jeffrey M. Armstrong
	Its:	President and Chief Executive Officer

EXHIBIT INDEX

Exhibit Number		Description

10.1		Offer Letter dated August 24, 2015 between David Watza and the Company.

10.2		Form of Executive Agreement Not to Compete between the Company and certain of its officers.

99.1		Press Release of the Company dated September 8, 2015.

Exhibit 10.1

August 24, 2015

David Watza

4971 Birdie Lane

Ann Arbor, MI 48103

Dear Dave:

Congratulations! I am very pleased to offer you the position of Senior Vice President, Chief Financial Officer for Perceptron, Inc. (the “Company”), in Plymouth, Michigan. In this role you will report to Jeffrey Armstrong, Chief Executive Officer and shall serve at the pleasure of the Company as an at will employee. You will be expected to devote your full business time and attention to the performance of your duties to the Company.

We will work together to establish a mutually acceptable start date.

A significant portion of the annual compensation of executives will vary with annual business performance and each individual’s contribution to that performance.

Information regarding your compensation and benefits follows:

Base Salary : Your starting base salary will be at the rate of $260,000 per annum , which will be reviewed annually and is subject to change from time to time at the sole discretion of the Board’s Management Development, Compensation and Stock Option Committee (the “Compensation Committee”) based on your performance and contributions to the success of the company.

Signing Bonus : Perceptron will provide you with a $25,000 signing bonus. This bonus will be paid in one lump sum in a separate check on the first regularly scheduled pay date of January 2016. The signing bonus is taxable, and all regular payroll taxes will be withheld. In the event that you voluntarily leave Perceptron within 12 months of your date of hire, you will be responsible for reimbursing the company for the entire signing bonus.

Incentive Compensation : As an officer of the company, you will be eligible to participate in the executive incentive compensation program which is made up of both short term and long term incentive components. You will be eligible to participate in the Fiscal 2016 Incentive Plans, prorated based upon your date of hire.

Your potential award under the annual short term incentive program will be targeted at 40% of your annual salary. As with all variable compensation programs, actual incentive awards will be determined based upon a variety of company and personal performance factors. Provisions of the plan will change from year-to-year based upon business forecasts and objectives. Performance targets will be set in consultation with you at the beginning of each fiscal cycle and it is intended that they will be set at levels believed by the Board and the Compensation Committee to be achievable.

Your potential annual award under the executive long term incentive program will be targeted at 25% of your annual salary rate. Provisions of the long term incentive plan will change from year-to-year based upon business forecasts and objectives. Awards may be a blend of stock options and/or restricted shares.

Dave Watza

August 24, 2015

Page 2

Car Allowance : You will be eligible for a monthly car allowance of $600.00 , in accordance with the Company car policy.

Stock Options : You will be granted a non-qualified stock option to purchase 30,000 shares of the Company’s Common Stock, under the 2004 Stock Incentive Plan, as amended, at an exercise price equal to the final reported sales price of the Company’s common stock on the grant date which will be the first trading day of the month following your first day of work. The option will vest one-third annually on the anniversary of the grant date, if you continue to be employed by the Company as Senior Vice President, Chief Financial Officer on those dates.

Perceptron offers excellent benefits for our Executives:

Executive life insurance in the amount of $500,000 with the beneficiary of your choice at no cost to you. You will have the option to purchase additional life insurance for you and your dependents.

Executive Disability income protection is provided at no cost to you. This benefit provides income replacement of 75% to you and your family in the event of an illness or disability.

You may choose to participate in a 401(k) investment plan in which the Company from time to time has provided a partial match of your investment. Although not guaranteed, the average match for the past several years has been 50% of your contributions up to the federal maximum, including catch up contributions after the age of 50. Your eligibility begins on the first day of the calendar quarter following three months from your date of hire.

Employer-sponsored group health, dental, and vision care insurance plans are all available to you. Insurance costs are shared between Perceptron and the Team Member. Your eligibility begins the 1 ^st of the month following your date of hire . If you participate in the company Wellness program and complete all the requirements within the eligibility period, you will be eligible for our enhanced level of benefit coverage. Note: the company will reimburse the cost of up to one month of COBRA coverage, if needed, with your prior employer should that be needed for you and your family as you begin your employment with Perceptron.

An Employee Stock Purchase Program. Your eligibility begins on the first January or July enrollment date following six months of service.

An Employee Wellness program with an enhanced level of medical benefits tied to participation and compliance with the program requirements.

An Employee Assistance Plan

Paid Time Off: You will be entitled to four weeks of vacation per calendar year, in accordance with the Company’s vacation policy. In addition, we offer 10 company paid holidays and unlimited personal days for you to use as needed for illness, emergencies and other personal matters.

Dave Watza

August 24, 2015

Page 3

The employee benefits available to the Company’s officers, and so to you, may be changed from time to time to provide greater or lesser coverage at the sole discretion of the Board of Directors or the Compensation Committee. However, you will at all times be offered benefits that are comparable to those offered to other officers of the Company.

Your employment will be subject to the terms set forth in a Severance Agreement between the Company and you, the form of which will be provided to you. The terms and conditions of your employment will be governed by the law of the State of Michigan.

Dave, we are confident that you will make a significant contribution to Perceptron and will find this position to be both fulfilling and enjoyable. We look forward to having you join our team!

This offer expires on August 31st, and is contingent upon your signing of Perceptron’s standard agreements covering stock options, non-compete, proprietary information, inventions, business conduct and ethics, the forms of which will be provided to you.

Please indicate your acceptance by signing in the space provided below.

	Yours truly,


	Margee Kaczmarek Nelson
	Vice President, Global Human Resources

I accept this employment offer. I understand that Perceptron is an at-will employer and that no terms of this offer express or imply that employment is for any specified period of time. I further understand that Perceptron, Inc., in its sole discretion, reserves the right to make changes to employee compensation, benefits, practices and/or policies subject to the obligations under the Severance Agreement.

/s/ David Watza		September 4, 2015
David Watza		Date

Exhibit 10.2

PERCEPTRON, INC.

Executive Agreement Not to Compete

I recognize that Perceptron, Inc., a Michigan corporation, and its direct and indirect subsidiaries, whether now in existence, or hereafter acquired or created, (including, but not limited to: Perceptron Global, Inc., Perceptron Software Technology, Inc., Coord3 Global, LLC, Perceptron B.V., Perceptron GmbH, Perceptron EURL, Perceptron Iberica S.L., Perceptron Italia, s.r.l., Coord3 s.r.l., Perceptron Metrology UK, Ltd., Next Metrology Software s.r.l., Perceptron Slovensko s.r.o., Perceptron Asia Pacific Ltd., Perceptron Asia Pte. Ltd., Perceptron Trading (Shanghai) Co, Ltd., Perceptron Non Contact Metrology Solutions Pvt. Ltd., and Perceptron do Brasil, Ltda. (collectively, the “Company”), desires to insure that I do not compete with the Company, as specified below.

In consideration of the Company’s employment of me, and other good and valuable consideration, the receipt of which is hereby acknowledged, I agree as follows:

1. During the term of my employment by the Company (which period shall be referred to as “my Engagement”), and thereafter during the longer of (i) any period in which the Company is obligated to make payments to me (the “Payment Completion Period”), or (ii) 12 months from the end of my Engagement (the “Non-Compete Period”), I shall not engage, directly or indirectly, as officer, director, shareholder, partner, member, associate, consultant, owner, agent, independent contractor, employee or otherwise of any person, firm, corporation or other business engaged, anywhere in the world, (i) in any business conducted by the Company during my Engagement, or any business which I was aware, during my Engagement, that the Company planned to engage in, (ii) in any business involving the design, development, manufacture, sale or servicing of machine vision sensors and systems utilizing electro-optical techniques or component parts utilized in such sensors or systems or (iii) in any business involving the design, engineering, manufacture, marketing, sale, installation, servicing or maintenance of coordinate measuring machines (“CMMs”) or laser-based or other technology, software or applications used in connection with CMMs (the “Non-Compete Provisions”); provided that the ownership of one (1%) percent or less of the stock in any publicly traded corporation in such a business shall not be violative of the foregoing covenant. In the event that I shall fail to comply with any of my obligations under this Agreement, in addition to any other remedies that the Company may have at law or in equity, my employment with the Company as an employee shall automatically terminate and the Company’s obligations to me shall automatically terminate, including any obligations of the Company to me for severance or other compensation or benefits following termination of my Engagement.

2. I understand that nothing in this Agreement shall affect my obligations under the “Proprietary Information and Inventions Agreement” between the Company and myself dated
_______________.

3. I shall notify the Company, during the Non-Compete Period of any change in my address and each subsequent employment or business activity (stating the name and address of the employer or business, the nature of the business of such employer or business and the nature of my position) in which I engage during such Non-Compete Period.

4. I acknowledge that this Agreement embodies the entire agreement and understanding between the parties hereto and there are no other agreements or understandings, oral or written, between the parties hereto with respect to the subject matter hereof, and, that this Agreement shall supersede all previous agreements, negotiations, commitments and writings with respect to the subject matter hereof. No waiver and no modification or amendment of any provision of this Agreement shall be effective unless specifically made in writing and duly signed by the party to be bound thereby.

5. I hereby acknowledge that, in the event any provision of this Agreement or portion thereof is found to be wholly or partially invalid, illegal or unenforceable in any judicial proceeding, then such provision shall be deemed to be modified or restricted to the extent and in the manner necessary to render the same valid and enforceable, or shall be deemed excised from this Agreement, as the case may require, and this Agreement shall be construed and enforced to the maximum extent permitted by law, as if such provision had been originally incorporated herein as so modified or restricted, or as if such provision had not been originally incorporated herein, as the case may be.

6. I acknowledge that the Company may assign its rights under this Agreement to any affiliate or any person who acquires or succeeds to any part of the business or assets of the Company.

7. I acknowledge that if there is a breach or threatened breach of the provisions of this Agreement, the Company shall be entitled to an injunction restraining me from such breach, in addition to any other remedies available to the Company for such breach or threatened breach.

8. I acknowledge that this Agreement may be executed in one or more counterpart copies; each of those fully executed copies shall be considered as original, but together shall constitute one agreement.

9. I acknowledge that this Agreement has been negotiated, executed, and delivered in, and will be governed by the laws of, the State of Michigan, without regard to the conflict or choice of law principles of that state which might otherwise be applicable, and I acknowledge and agree to submit to the jurisdiction of the courts of and in the State of Michigan with respect thereto.

Date:			By:

ACCEPTED AND AGREED TO:

PERCEPTRON, INC., on its own behalf and on behalf of its subsidiaries, whether now in existence or hereafter acquired or created.


By:

Title:

Exhibit 99.1

Company Contact:

Jeffrey M. Armstrong

President and Chief Executive Officer 734-414-6100

Perceptron® Announces Appointment of Dave Watza as Chief Financial Officer

Plymouth, Michigan, September 8, 2015, Perceptron, Inc. (NASDAQ: PRCP), a leading global provider of non-contact 3D measurement, inspection and automation solutions, announced that the Board of Directors of the Company, appointed Dave Watza to serve as Senior Vice President and Chief Financial Officer of the Company, effective October 5, 2015.

“Dave is a great addition to our executive team,” said Jeff Armstrong, President and Chief Executive Officer. “Dave’s background in the engineered products and automotive industry, coupled with hands on international operations experience, as well as financial analysis and forecasting make him a great fit for our business. As Perceptron’s CFO, Dave continues on a strong record of career development and comes into the role energized to execute our growth plans and overall business strategy."

About Perceptron®

Perceptron (NASDAQ:PRCP) supplies a comprehensive range of automated industrial metrology products and solutions to manufacturing organizations for dimensional gauging, dimensional inspection and 3D scanning. Products include 3D machine vision solutions, robot guidance, coordinate measuring machines, laser scanning, and advanced analysis software. Automotive, aerospace and other manufacturing companies globally rely on Perceptron's metrology solutions to assist in managing their complex manufacturing processes to improve quality, shorten product launch times and reduce costs. More than 900 systems, 12,000 Perceptron measuring sensors and over 3,000 Coord3 coordinate measuring machines are in active daily use worldwide.

Headquartered in Plymouth, Michigan, USA, Perceptron has subsidiary operations in Brazil, China, Czech Republic, France, Germany, India, Italy, Japan, Singapore, Spain and the UK.

For more information, please visit www.perceptron.com.

Safe Harbor Statement

Certain statements in this press release may be "forward-looking statements" within the meaning of the Securities Exchange Act of 1934. When we use words such as "will," "should," "believes," "expects," "anticipates," "estimates," "prospects" or similar expressions, we are making forward-looking statements. We claim the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995 for all of our forward-looking statements. While we believe that our forward- looking statements are reasonable, you should not place undue reliance on any such forward-looking statements, which speak only as of the date made. Because these forward-looking statements are based on estimates and assumptions that are subject to significant business, economic and competitive uncertainties, many of which are beyond our control or are subject to change, actual results could be materially different. Factors that might cause such a difference include, without limitation, the Company's ability to hire and retain critical executives and employees. Except as required by applicable law, we do not undertake, and expressly disclaim, any obligation to publicly update or alter our statements whether as a result of new information, events or circumstances occurring after the date of this report or otherwise.