PERCEPTRON INC/MI (Form: 8-K, Received: 02/04/2016 17:26:39)

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): February 2, 2016

PERCEPTRON, INC.
(Exact name of registrant as specified in its 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 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 February 2, 2016, the Board of Directors of Perceptron, Inc. (the “Company”) approved the compensation arrangement for Mr. W. Richard Marz, interim President and Chief Executive Officer of the Company. The Company previously disclosed Mr. Marz’s appointment as interim President and Chief Executive Officer on a Form 8-K, filed with the Securities and Exchange Commission on January 27, 2016.

Mr. Marz’s annual base salary will be $217,500. He will not participate in the Company’s Fiscal 2016 Executive Short Term Incentive Plan or Long Term Incentive Plan. Mr. Marz is entitled to participate in employee benefit programs offered to employees generally, other than the Company’s executive life and disability insurance programs. He will be reimbursed for reasonable travel, housing and rental car expenses incurred in the performance of his duties. Mr. Marz will continue to receive an annual retainer of $150,000 for his service as Chairman of the Board.

On February 2, 2016, the Management Development, Compensation and Stock Option Committee awarded Mr. Marz (i) non-qualified options to purchase 100,000 shares of the Company’s Common Stock with an exercise price of $6.41 and (ii) 25,000 shares of restricted stock, each awarded under the Company’s First Amended and Restated 2004 Stock Incentive Plan. The options were issued pursuant to the Non-Qualified Stock Option Agreement attached hereto as Exhibit 10.1 and incorporated by reference. The options will become exercisable (i) 75% upon the earlier of the effective date of the appointment of a new Chief Executive Officer or August 31, 2016, and (ii) 25% on the one year anniversary of the first vesting date. The restricted stock award was issued pursuant to the Restricted Stock Award Agreement attached hereto as Exhibit 10.2 and incorporated by reference. The restricted stock award will vest (i) 75% upon the earlier of the effective date of the appointment of a new Chief Executive Officer or August 31, 2016, and (ii) 25% on the one year anniversary of the first vesting date.

Item 9.01.

FINANCIAL STATEMENTS AND EXHIBITS

Exhibits.

Exhibit No.

Description

10.1

Non-Qualified Stock Option Agreement, dated February 2, 2016, between W. Richard Marz and the Company.

10.2

Restricted Stock Award Agreement, dated February 2, 2016, between W. Richard Marz and the Company.

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: February 4, 2016		/s/ David L. Watza
		By: David L. Watza Its: Senior Vice President, Finance and Chief Financial Officer

EXHIBIT INDEX

Exhibit No.

Description

10.1

Non-Qualified Stock Option Agreement, dated February 2, 2016, between W. Richard Marz and the Company.

10.2

Restricted Stock Award Agreement, dated February 2, 2016, between W. Richard Marz and the Company.

Exhibit 10.1

Notice of Grant of Stock Options

And Option Agreement

Perceptron, Inc.

ID: 38-2381442

47827 Halyard Drive

Plymouth, Michigan 48170

W. Richard Marz

Option Number:
Plan:
Grant Date:

3466

2004
February 2, 2016

Effective February 2, 2016 , you have been granted a (n) Non-Qualified Stock Option to buy 100,000 shares of Perceptron (the Company) stock at $6.41 per share.

Shares vest as stated in the Option Agreement attached. The grant expires on February 2, 2026 .

Please sign and return this copy.

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 Company’s 2004 Stock Incentive Option Plan, as amended, and the Option Agreement attached and made a part of this document.

/s/ David L. Watza		February 2, 2016
Senior Vice President, Finance and Chief Financial Officer		Date
Perceptron, Inc.

/s/ W. Richard Marz		February 4, 2016
W. Richard Marz		Date

Initial Usage Date: 2/2/16

NON-QUALIFIED STOCK OPTION AGREEMENT TERMS – W. RICHARD MARZ
UNDER THE PERCEPTRON, INC. 2004 STOCK INCENTIVE PLAN

THESE STOCK OPTION AGREEMENT TERMS pertain to stock options granted effective February 2, 2016, under the 2004 Stock Incentive Plan (the “Plan”) as detailed in the accompanying Notice of Grant of Stock Options and Option Agreement (the “Notice”) between Perceptron, Inc., a Michigan corporation (the “Corporation”), and W. Richard Marz (the “Optionee”). A copy of the 2004 Stock Incentive Plan is not attached hereto but is available upon written request made to the Secretary of the Corporation.

Grant of Option . Subject to the terms and conditions hereof, the Corporation hereby grants to the Optionee an option to purchase from the Corporation up to, but not exceeding in the aggregate, the number of shares of the Corporation’s Common Stock detailed in the accompanying Notice at the price per share designated in the Notice. This option is not intended to constitute an “incentive stock option” within the meaning of Section 422 of the Internal Revenue Code (“Code”).

Right to Exercise Option . Unless otherwise indicated in the Notice, the Optionee may purchase from the Corporation (a) on and after the earlier of (i) the first day of employment of a President and Chief Executive Officer to replace the Optionee, or (ii) August 31, 2016 (the “Initial Vesting Date”), 75% of the shares covered by this option, and (b) on the one year anniversary of the Initial Vesting Date may exercise an additional 25% of the shares covered by this option, so that at that time this option shall be fully exercisable. To the extent not exercised, installments shall accumulate and the Optionee may exercise them in whole or in part in any subsequent period. Unless a shorter period is specified in the Notice under the “Expiration” column, and notwithstanding any provision of this Agreement, no portion of this option shall be exercisable on or after the tenth anniversary of the date of grant. The Committee (as defined in the Plan), in its sole discretion, may accelerate the time at which this option may be exercised in whole or in part.

Termination of Service . If, prior to the Initial Vesting Date, the Optionee ceases to serve as President and Chief Executive Officer of the Corporation, the Optionee’s right to exercise this option shall terminate and all rights hereunder shall cease. As used in this Agreement, the term “subsidiary” of the Corporation means any “subsidiary corporation” as defined in Section 424(f) of the Code and the term “disability” means “total and permanent disability,” as defined in Section 22(e) of the Code.

If, on or after the date that this option shall first become exercisable, the Optionee, for any reason other than death or disability, ceases to serve as a member of the Board of Directors of the Corporation and is not otherwise employed by the Corporation or any of its subsidiaries as an employee or independent contractor, the Optionee shall have the right to exercise this option to the extent that it shall have been exercisable and unexercised on the date of such termination of services, at any time on or before the earlier of: (i) the expiration date of the option, or (ii) three (3) months after the date of such termination of services, subject to any other limitation on the exercise of such option in effect at the date of exercise.

If, on or after the date that this option shall first become exercisable, the Optionee, due to death or disability, ceases to serve as a member of the Board of Directors of the Corporation and is not otherwise employed by the Corporation or any of its subsidiaries as an employee or independent contractor, the Optionee or the executor or administrator of the estate of the Optionee (as the case may be) or the person or persons to whom the option shall have been transferred by will or by the laws of descent and distribution, shall have the right to exercise this option, at any time on or before the earlier of:

(a)

the expiration date of the option, or,

(b)

one (1) year from the date of the Optionee’s death or disability, to the extent that it was exercisable and unexercised on the date of the Optionee’s death or disability, subject to any other limitation on exercise in effect at the date of exercise.

The transfer of the Optionee from one corporation to another among the Corporation and any of its subsidiaries, or a leave of absence with the written consent of the Corporation, shall not be a termination of services for purposes of this option.

Acceleration of Vesting . Notwithstanding the provisions of Section 2 “Right to Exercise Option” and Section 3 “Termination of Service” of this Agreement, (i) in the event of a termination by the Corporation of the Optionee’s membership on the Board of Directors or failure to renominate the Optionee for election to the Board of Directors, or voluntary resignation by the Optionee from the Board of Directors at the request of the Board of Directors, following a Change in Control of the Company, (ii) failure of the Optionee to be reelected to the Board of Directors after being renominated for election by the Board of Directors, or (iii) in the event of a Change in Control, any portion of this option that is then not exercisable shall become immediately exercisable. For purposes hereof, a “Change in Control” shall be deemed to have occurred in the event of (i) a merger involving the Corporation in which the Corporation is not the surviving corporation (other than a merger with a wholly-owned subsidiary of the Corporation formed for the purpose of changing the Corporation's corporate domicile); (ii) a share exchange in which the shareholders of the Corporation exchange their stock in the Corporation for stock of another corporation (other than a share exchange in which all or substantially all of the holders of the voting stock of the Corporation, immediately prior to the transaction, exchange, on a pro rata basis, their voting stock of the Corporation for more than 50% of the voting stock of such other corporation); (iii) the sale of all or substantially all of the assets of the Corporation; or (iv) any person or group of persons (as defined by Section 13(d) of the Securities Exchange Act of 1934, as amended) (other than any employee benefit plan or employee benefit trust benefiting the employees of the Corporation) becoming a beneficial owner, directly or indirectly, of securities of the Corporation representing more than fifty (50%) percent of either the then outstanding Common Stock of the Corporation, or the combined voting power of the Corporation's then outstanding voting securities.

In the event of a Change of Control, the Committee may, in its sole discretion and without the consent of the Optionee, cancel this option in exchange for a payment with respect to each vested share of Common Stock as provided in Section 9.2(b) of the Plan.

Exercise of Option .

(a)

At any time that this option may be exercised as provided in this Agreement, the Optionee may exercise any portion of this option which is then exercisable, in whole or in part, by delivery to the Corporation of a written notice, in the form attached hereto, signed by the Optionee.

(b)

In addition, the Optionee shall deliver, on the date of exercise:

(i)

cash equal to the purchase price of the shares being purchased,

(ii)

such documents as are or may be required under the terms of Section 2.4(b) of the Plan to effect a cashless exercise, except to the extent that the Corporation determines that the Optionee is not permitted to use a cashless exercise under applicable law, or

(iii)

Permitted Shares with a Fair Market Value (as defined in the Plan and determined as of the date of exercise of the option) and equal to the purchase price of the shares being purchased and in accordance with Section 2.4 of the Plan (the “Delivered Shares Method”).

(c)

“Permitted Shares” are shares of Corporation Common Stock to be delivered to pay the exercise price of the option (the “Delivered Shares”):

(i)

which have been owned by the Optionee for at least six months prior to the date of delivery, or,

(ii)

if they have not been owned by the Optionee for at least six months prior to the date of delivery, the Optionee then owns, and has owned for at least six months prior thereto, a number of shares of Corporation Common Stock at least equal in number to the Delivered Shares.

(d)

Shares which have been counted during the prior six months as owned by the Optionee for purposes of determining whether the Optionee may exercise options to purchase Common Stock pursuant to the Delivered Shares Method:

(i)

may not be used as Delivered Shares, and

(ii)

may not be counted as owned by the Optionee for purposes of making calculations under the Delivered Shares Method.

Compliance with Securities Laws . Anything to the contrary herein notwithstanding, the Corporation's obligation to sell and deliver stock under this option is 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.

Non-Assignability . The option hereby granted shall not be transferable by the Optionee other than by will or the laws of descent and distribution, and the option may be exercised during the Optionee’s lifetime only by the Optionee. Any transferee of the option shall take the same subject to the terms and conditions of this Agreement. No such transfer of the option shall be effective to bind the Corporation unless the Corporation shall have been furnished with written notice thereof and a copy of the will and/or such other evidence as the Corporation may deem necessary to establish the validity of the transfer and the acceptance by the transferee or transferees of the terms and conditions of this Agreement. No assignment or transfer of this option, or of the rights represented thereby, whether voluntary or involuntary, by operation of law or otherwise, except a transfer by the Optionee by will or by the laws of descent and distribution, shall vest in the purported assignee or transferee any interest or right herein whatsoever.

Disputes . As a condition of the granting of the option granted hereby, the Optionee and the Optionee's successors and assigns agree that any dispute or disagreement which shall arise under or as a result of this 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 Agreement shall be final and shall be binding and conclusive for all purposes.

Adjustments . In the event of any stock dividend, subdivision or combination of shares, reclassification, or similar transaction affecting the shares covered by this option, determined by the Committee to be covered by this Section 9, 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 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 9, a proposed spin-off or a transfer by the Corporation of a portion of its assets resulting in the employment of the Optionee by the spin-off entity or the entity acquiring assets of the Corporation, the rights of the Optionee 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.

10.

Rights as Shareholder . The Optionee shall have no rights as a shareholder of the Corporation with respect to any of the shares covered by this option until the issuance of a stock certificate or certificates upon the exercise of the option in full or in part, and then only with respect to the shares represented by such certificate or certificates.

11.

Notices . Every notice relating to this 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 Optionee shall be delivered to the Optionee personally or addressed to the Optionee at the Optionee’s last residence address as then contained in the records of the Corporation or such other address as the Optionee 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 Optionee at the Optionee’s last designated address shall be effective to bind any other person who shall acquire rights hereunder.

12.

“Optionee” to Include Certain Transferees . Whenever the word “Optionee” is used in any provision of this Agreement under circumstances where the provision should logically apply to any other person or persons to whom the option, in accordance with the provisions of Section 6 hereof, may be transferred, the word “Optionee” shall be deemed to include such person or persons.

13.

Governing Law . This Agreement has been made in and shall be construed in accordance with the laws of the State of Michigan, without regard to its choice of law rules.

14.

Provisions of Plan Controlling . The provisions hereof are subject to the terms and provisions of the Plan, copies of which are available for review upon request. In the event of any conflict between the provisions of this option and the provisions of the Plan, the provisions of the Plan shall control, except to the extent that the provisions of this option limit or restrict the rights of the Optionee to a greater extent than set forth in the Plan.

15.

Counterparts . This 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 Agreement are for reference only, do not form a substantive part of this Agreement and shall not restrict or enlarge substantive provisions of this Agreement.

17.

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

18.

Complete Agreement . This 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 Agreement.

19.

Modifications . The terms of this 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 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.

Withholding . The Optionee hereby authorizes the Corporation to withhold from his compensation or agrees to tender the applicable amount to the Corporation to satisfy any requirements for withholding of income and employment taxes in connection with the exercise of the option granted hereby.

NOTICE OF EXERCISE OF NON-QUALIFIED STOCK OPTION
UNDER THE PERCEPTRON, INC.
2004 STOCK INCENTIVE PLAN

Perceptron, Inc.

47827 Halyard Drive

Plymouth, MI 48170

Dear Sir:

A non-qualified stock option was granted to me on to purchase shares of Perceptron, Inc. Common Stock at a price of $ . per share.

I hereby elect to exercise my non-qualified stock option with respect to shares for an aggregate purchase price of $ . . I hereby elect to pay for such shares as follows:

Personal Check	$
Cash	$
Bank Draft	$
Money Order	$
Cashless Exercise	$
Perceptron Common Stock	$
Tax Withholding	$
TOTAL	$

[A personal check [or cash, bank draft or money order] for the purchase price is enclosed herewith.]

[Documents as are required to effect a cashless exercise are enclosed.]

[I hereby elect to exercise my stock option with respect to shares through a combination of cash payments and shares of Perceptron, Inc. Common Stock, as described on the attached Exhibit A. A personal check for the purchase price to be paid in cash is enclosed herewith. Certificates for shares of Perceptron, Inc. Common Stock are enclosed herewith, along with a duly executed stock power in proper form for transfer, with all signatures properly guaranteed by a national bank or member firm of the NYSE or AMEX. I represent that the shares of Perceptron, Inc. Common Stock enclosed herewith have been owned by me for more than six months or I currently own more than shares of Perceptron, Inc. Common Stock which have been owned by me for more than six months. Such shares have not been counted during the prior six months as owned by me for purposes of determining whether I may exercise options to purchase Common Stock pursuant to the Delivered Shares Method.]

[I represent that the shares of stock that I am purchasing upon this exercise of my option are being purchased for investment purposes and not with a view to resale. This representation shall not be binding upon me if the shares of Common Stock that I am purchasing are subject to an effective Registration Statement under the Securities Act of 1933.]

Optionee:			Date:

Exhibit 10.2

Notice of Restricted Stock Grant and
Restricted Stock Award Agreement

Perceptron, Inc.

ID: 38-2381442

47827 Halyard Drive

Plymouth, Michigan 48170

W. Richard Marz

Award Number:

Plan:
Grant Date:

2004
February 2, 2016

Effective February 2, 2016 , you have been granted 25,000 restricted shares of common stock of Perceptron, Inc. (the “Company”) in accordance with the terms of the Perceptron, Inc. First Amended and Restated 2004 Stock Incentive Plan (the “Plan”) and the Restricted Stock Award Agreement (“Agreement”) attached hereto.

The restricted shares vest as stated in the Restricted Stock Award Agreement attached. However, as provided in the Restricted Award Agreement attached, in the event of your termination of employment prior to the vesting date you will forfeit the restricted shares. Any unvested stock will be 100% vested upon a Change in Control. While the stock is restricted, you will have all 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 stock subject to the Restricted Stock Award.

The Restricted Stock cannot be transferred, sold, assigned, pledged, hypothecated or otherwise disposed of prior to vesting.

The Company will retain the physical shares until vesting occurs.

Please sign and return this copy within 30 days.

By your signature and the Company’s signature below, you and the Company agree that these Restricted Shares are awarded under and governed by the terms and conditions of the Company’s First Amended and Restated 2004 Stock Incentive Plan, as amended, and the Restricted Stock Award Agreement attached and made a part of this document.

/s/ David L. Watza		February 2, 2016
Senior Vice President, Finance and Chief Financial Officer		Date
Perceptron, Inc.

/s/ W. Richard Marz		February 4, 2016
W. Richard Marz		Date

PERCEPTRON, INC.

FIRST AMENDED AND RESTATED

2004 STOCK INCENTIVE PLAN

RESTRICTED STOCK AWARD AGREEMENT FOR W. RICHARD MARZ

THIS RESTRICTED STOCK AWARD AGREEMENT (the “Award Agreement”) is made effective as of February 2, 2016 (the “Grant Date”), between Perceptron, Inc., a Michigan Corporation (hereinafter called the “Corporation”), and W. Richard Marz, 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 25,000 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 this Section 2, the Common Stock subject to this Award Agreement shall vest as follows: 75% on the earlier of (i) the first day of employment of a President and Chief Executive Officer to replace Grantee, or (ii) August 31, 2016 (the “Initial Vesting Date”), and 25% on the one year anniversary of the Initial Vesting Date, (individually, or in the aggregate, a “Restriction Period”). However, if prior to the Initial Vesting Date, the Grantee ceases to serve as President and Chief Executive Officer of the Corporation, the Restricted Stock will be forfeited. Following the Initial Vesting Date, any unvested portion of the Restricted Stock will terminate and be forfeited by Grantee if Grantee ceases to serve as a member of the Board of Directors of the Corporation and is not otherwise employed by the Corporation or one of its subsidiaries as an employee or independent contractor. Upon the lapse of the restrictions, the associated Common Stock shall become freely transferable. 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 that has not previously been forfeited shall become 100% vested and nonforfeitable and all restrictions shall lapse. 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.

3. Termination. 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 as described in Section 2. 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 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.

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 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. 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. 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.

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

PERCEPTRON, INC.

By: /s/ David L. Watza

Name: David L. Watza

Title: Senior Vice President, Finance and Chief

Financial Officer

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

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, Human Resources

47827 Halyard Drive

Plymouth, MI 48170

GRANTEE

/s/ W. Richard Marz

W. RICHARD MARZ

Date: February 4, 2016