Exhibit 10.1

SECOND AMENDMENT TO
STANDSTILL AGREEMENT

This Second Amendment to Standstill Agreement (this “Amendment”) is effective as of May 31, 2017 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 Holders are parties to that certain Standstill Agreement dated as of August 9, 2016, as amended by the First Amendment to Standstill Agreement dated as of November 17, 2016 (the “ Agreement ”); and

WHEREAS, the parties wish to further 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 December 31, 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.            Section 9(a) of the Agreement shall be amended and restated to read as follow:

(a)        This Agreement is effective as of the date hereof and shall remain in full force and effect for the period (the “Covered Period”) commencing on the date hereof and ending on the earlier of (i) date that is thirty (30) days prior to the deadline for a shareholder to submit nominations at the 2018 Annual Meeting of the Shareholders of Perceptron in accordance with the provisions set forth in Perceptron’s Bylaws in effect at such time, or (ii) the termination of this Agreement as set forth in Section 9(b)(ii).

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

4.             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.

5.            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.

[Signature Page Follows]

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

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Exhibit 10.2

SECOND AMENDMENT TO
VOTING AGREEMENT

This Second Amendment to Voting Agreement (this “Amendment”) is effective as of May 31, 2017 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 Holders are parties to that certain Voting Agreement dated as of August 9, 2016, as amended by the First Amendment to Voting Agreement dated as of November 17, 2016 (the “ Agreement ”);

WHEREAS, the term of the Agreement is tied to the term of a certain Standstill Agreement dated as of August 9, 2016 (the “Standstill Agreement”) and whereas the Standstill Agreement is being extended pursuant to a Second Amendment to Standstill Agreement and therefore the term of the Agreement is being extended for a co-terminus period; and

WHEREAS, the parties wish to further 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 December 31, 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.               Section 8 of the Agreement shall be amended and restated to read as follows:

8. Termination . This Agreement is effective as of the date hereof and shall remain in full force and effect until the termination of the Standstill Agreement, as amended by the Second Amendment to Standstill Agreement (the “Covered Period”).

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

4.               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.

5.               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.

[Signature Page Follows]

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

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