EXHIBIT 10.1

FIRST AMENDMENT TO
STANDSTILL AGREEMENT

This First Amendment to Standstill Agreement (this “Amendment”) is effective as of November 17, 2016 by and between Perceptron, Inc., a Michigan corporation (the Company”) and Harbert Discovery Fund LP, Harbert Discovery Fund GP, LLC, Harbert Fund Advisors Inc. and Harbert Management Corporation (collectively, the “Holders”). Capitalized terms not otherwise defined herein have the meanings set forth in the Agreement (as defined below).

RECITALS

WHEREAS, the Company and the Executive are parties to that certain Standstill Agreement dated as of August 9, 2016 (the “ Agreement ”); and

WHEREAS, the parties wish to amend the Agreement as set forth herein.

AGREEMENTS

NOW, THEREFORE, in consideration of the mutual promises contained herein, and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties agree as follows:

1.            Section 5(a)(vii) of the Agreement shall be amended and restated to read as follows:

(vii)     upon the appointment of a new President and Chief Executive Officer, by June 1, 2017, the new President and Chief Executive Officer will be appointed to the Board to fill a vacancy left by the resignation of either Robert S. Oswald or Terryll R. Smith, who will resign at that time to facilitate such appointment.

2.             If there is any inconsistency or ambiguity between this Amendment and the Agreement, this Amendment shall control in all respects.

3.             Except as is specifically set forth in this Amendment, the remaining provisions of the Agreement are not otherwise modified or amended, and all such provisions of the Agreement shall remain in full force and effect.

4.             This Amendment may be executed in as many counterparts as may be deemed necessary and convenient, and by the different parties hereto on separate counterparts, and each of which, when so executed, shall be deemed an original, and all such counterparts shall constitute one and the same instrument.

IN WITNESS WHEREOF, the parties have executed this Amendment as of the date set forth above.

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EXHIBIT 10.2

FIRST AMENDMENT TO
VOTING AGREEMENT

This First Amendment to Voting Agreement (this “Amendment”) is effective as of November 17, 2016 by and between Perceptron, Inc., a Michigan corporation (the Company”) and Moab Partners, L.P. and Moab Capital Partners, LLC (collectively, the “Holders”). Capitalized terms not otherwise defined herein have the meanings set forth in the Agreement (as defined below).

RECITALS

WHEREAS, the Company and the Executive are parties to that certain Voting Agreement dated as of August 9, 2016 (the “ Agreement ”); and

WHEREAS, the parties wish to amend the Agreement as set forth herein.

AGREEMENTS

NOW, THEREFORE, in consideration of the mutual promises contained herein, and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties agree as follows:

1.            Section 4(b)(vii) of the Agreement shall be amended and restated to read as follows:

(vii)     upon the appointment of a new President and Chief Executive Officer, by June 1, 2017, the new President and Chief Executive Officer will be appointed to the Board to fill a vacancy left by the resignation of either Robert S. Oswald or Terryll R. Smith, who will resign at that time to facilitate such appointment.

2.             If there is any inconsistency or ambiguity between this Amendment and the Agreement, this Amendment shall control in all respects.

3.             Except as is specifically set forth in this Amendment, the remaining provisions of the Agreement are not otherwise modified or amended, and all such provisions of the Agreement shall remain in full force and effect.

4.            This Amendment may be executed in as many counterparts as may be deemed necessary and convenient, and by the different parties hereto on separate counterparts, and each of which, when so executed, shall be deemed an original, and all such counterparts shall constitute one and the same instrument.

IN WITNESS WHEREOF, the parties have executed this Amendment as of the date set forth above.

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EXHIBIT 10.3

November 17, 2016

David Watza

47827 Halyard Drive

Plymouth, Michigan 48170

Dear Dave:

Congratulations! I am very pleased to offer you the position of President and Chief Executive Officer for Perceptron, Inc. (the “Company”), in addition to continuing as the Company’s Chief Financial Officer. In this role you will report to the Board of Directors of the Company and shall serve at the pleasure of the Board of Directors 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. Your appointment will be effective upon your acceptance of this offer letter and will be publicly announced shortly thereafter.

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 revised compensation and benefits following your appointment as President and Chief Executive Officer follows:

Subject to and conditioned upon the future approval of the Compensation Committee, on December 1, 2017, if you continue to be employed by the Company as President and Chief Executive Officer at that date, you will be granted non-qualified stock options to purchase an additional 100,000 shares of the Company’s Common Stock. If granted, these option grants will vest one-third annually on the anniversary of the grant date, if you continue to be employed by the Company as President and Chief Executive Officer at those dates, and will be issued on the form of grant agreement in use by the Company at that time.

Perceptron offers excellent benefits for our Executives. In your new position, you will be able to continue to participate in the following benefits:

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 continue to participate in a 401(k) investment plan in which the Company from time to time has provided a partial match of your investment.

Employer-sponsored group health, dental, and vision care insurance plans remain available to you . Insurance costs are shared between Perceptron and the Team Member.

An Employee Stock Purchase Program .

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 continue to 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.

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 your existing Severance Agreement with the Company, which will be amended to increase your severance benefits consistent with the form of severance agreement used with the Company’s prior Chief Executive Officers, 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 in your position as President and Chief Executive Officer and will find this position to be both fulfilling and enjoyable.

This offer expires on November 21, 2016

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

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.

EXHIBIT 10.4

FIRST AMENDMENT TO
SEVERANCE AGREEMENT

This First Amendment to Severance Agreement (this “Amendment”) is effective as of November 17, 2016 by and between Perceptron, Inc., a Michigan corporation (the Company”) and David Watza (the “Executive”). Capitalized terms not otherwise defined herein have the meanings set forth in the Agreement (as defined below).

RECITALS

WHEREAS, the Company and the Executive are parties to that certain Severance Agreement dated as of October 19, 2015 (the “ Agreement ”); and

WHEREAS, in connection with the Executive’s appointment as President and Chief Executive Officer of the Company, the parties wish to amend the Agreement as set forth herein.

AGREEMENTS

NOW, THEREFORE, in consideration of the mutual promises contained herein, and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties agree as follows:

1.            Section 3(b)(i) of the Agreement is hereby amended and restated in its entirety as follows:

(i)       A cash severance benefit equal to one times the Executive’s current annual base salary, as in effect at the time of the Termination of Employment;

2.            Section 3(b)(iii) of the Agreement is hereby amended and restated in its entirety as follows:

(iii)       Subject to Section 6, following the Executive’s election of COBRA and submission of monthly receipts evidencing the Executive’s payment for monthly COBRA coverage for the Executive, the Executive’s spouse and dependent children under age 26, if health coverage at the same level was provided by the Company to such family members at Termination of Employment (including vision and dental, as applicable), the Company shall reimburse the Executive for such COBRA payments for one year of coverage or, if earlier, for the months of COBRA coverage until the death of the Executive (the “Benefit Continuation Period”). To the extent permissible under the terms of the Company’s welfare plans, the Company also shall provide the Executive with welfare benefits (including executive life insurance coverage, if provided by the Company to the Executive at the date of termination) for one year or, if earlier, until the death of the executive, at the same level and on comparable terms as provided by the Company to its employees from time to time during the Benefit Continuation Period, with the Company paying (or reimbursing the Executive, as applicable) for any monthly premiums otherwise required to be paid by the Executive to continue such coverage. Any reimbursement for COBRA coverage under this paragraph shall run concurrently with the period of required COBRA continuation coverage under the Code; and

3.            Section 3(b)(iv) of the Agreement is hereby amended and restated in its entirety as follows:

(iv)       Continuation of the Executive’s then current car benefit for one year or, if earlier, the death of the Executive, in accordance with the Company car policy in effect at the time of termination.

4.            Section 4(c)(i) of the Agreement is hereby amended and restated in its entirety as follows:

(i)       A cash severance benefit equal to two times the Executive’s current annual base salary, as in effect at the time of the Change in Control;

5.            Section 4(c)(iii) of the Agreement is hereby amended and restated in its entirety as follows:

(iii)       Subject to Section 6, following the Executive’s election of COBRA and submission of monthly receipts evidencing the Executive’s payment for monthly COBRA coverage for the Executive, the Executive’s spouse and dependent children under age 26, if health coverage at the same level was provided by the Company to such family members at Termination of Employment (including vision and dental, as applicable), the Company shall reimburse the Executive for such COBRA payments for two years of coverage, or if earlier, for the period until the death of the Executive (the “Change in Control Benefit Continuation Period”). To the extent permissible under the terms of the Company’s welfare plans, the Company also shall provide the Executive with welfare benefits (including executive life insurance coverage, if provided by the Company to the Executive at Termination of Employment) for two years or, if earlier, the death of the Executive, in each case, at the same level and on comparable terms as provided by the Company to its employees from time to time during the Benefit Continuation Period, with the Company paying (or reimbursing the Executive, as applicable) for any monthly premiums otherwise required to be paid by the Executive to continue such coverage. Any reimbursement for COBRA coverage under this paragraph shall run concurrently with the period of required COBRA continuation coverage under the Code;

6.            If there is any inconsistency or ambiguity between this Amendment and the Agreement, this Amendment shall control in all respects.

7.            Except as is specifically set forth in this Amendment, the remaining provisions of the Agreement are not otherwise modified or amended, and all such provisions of the Agreement shall remain in full force and effect.

8.           This Amendment may be executed in as many counterparts as may be deemed necessary and convenient, and by the different parties hereto on separate counterparts, and each of which, when so executed, shall be deemed an original, and all such counterparts shall constitute one and the same instrument.

IN WITNESS WHEREOF, the parties have executed this Amendment as of the date set forth above.

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