Exhibit 10.1

FOURTH AMENDMENT TO THE

PERCEPTRON, INC.

FIRST AMENDED AND RESTATED 2004 STOCK INCENTIVE PLAN

Pursuant to the amendment provisions in Section 10.7 of the Perceptron, Inc. First Amended and Restated 2004 Stock Incentive Plan (“Plan”) and the approval of the Board of Directors of Perceptron, Inc. (“Company”), the Plan is hereby amended as set forth below:

1.          The following Section 9.2 (c) shall be added to the Plan, effective immediately,:

(c) No Change in Control shall be deemed to have occurred or otherwise trigger the provisions of this Section 9.2 or any provision in a Participant’s Agreement until the consummation of the transaction or acquisition of securities of the Corporation resulting in such Change in Control.

THIS FOURTH AMENDMENT is hereby adopted as of September 25, 2017.

BOARD OF DIRECTORS APPROVAL: September 25, 2017

SHAREHOLDER APPROVAL: Not required

Exhibit 10.2

FIFTH AMENDMENT TO THE

PERCEPTRON, INC.

FIRST AMENDED AND RESTATED 2004 STOCK INCENTIVE PLAN

Pursuant to the amendment provisions in Section 10.7 of the Perceptron, Inc. First Amended and Restated 2004 Stock Incentive Plan (“Plan”) and the approval of the Board of Directors of Perceptron, Inc. (“Company”), the Plan is hereby amended as set forth below:

1.                  Subject to approval of the shareholders of the Company, Section 1.6 of the Plan (Stock) shall be amended and restated in its entirety to read as follows:

1.6 Stock. The Corporation has reserved 2,600,000 shares of Common Stock for issuance in conjunction with all Options and other stock-based awards to be granted under the Plan. All of the 2,600,000 shares of Common Stock so reserved may be granted as ISOs. Each share of Common Stock subject to any Award shall be counted against the reserved share limit as one share. Shares of Common Stock subject to any unexercised portion of any Award that is terminated, cancelled, forfeited or expired or is settled only in cash may again be subjected to grants and awards under the Plan. For the avoidance of doubt, the following shares of Common Stock, however, may not again be made available for issuance as Awards under the Plan: (i) the full number of shares not issued or delivered as a result of the net settlement of an outstanding Option or Stock Appreciation Right, regardless of the number of shares actually used to make such settlement; (ii) shares used to pay the exercise price or for settlement of any Award; (iii) shares used to satisfy withholding taxes related to the exercise, vesting or settlement of any Award; (iv) shares repurchased on the open market with the proceeds of the option exercise price; and (v) shares granted pursuant to a settled Stock Appreciation Right if such Stock Appreciation Right may be settled in shares of Common Stock, whether settled in cash or shares. All provisions in this Section 1.6 shall be adjusted, as applicable, in accordance with Article VIII.

2.       Subject to approval of the shareholders of the Company, the following Section 1.7 (Dividends and Dividend Equivalents) should be added to the Plan:

1.7 Dividends and Dividend Equivalents. No dividends or Dividend Equivalents will be paid on Options or Stock Appreciation Rights. Dividends and Dividend Equivalents paid on Restricted Stock, Restricted Stock Units, Performance Shares, Performance Share Award Units and Deferred Stock Units shall be treated as set forth in Sections 4.8 (Dividends and Other Distributions), 5.2(i), and 7.2(b) and shall be subject to the same terms and conditions and shall vest in the same manner as the Award on which they were paid.

3.       Subject to approval of the shareholders of the Company, Section 4.8 of the Plan (Dividends and Other Distributions) shall be amended and restated in its entirety to read as follows:

4.8 Dividends and Other Distributions.

(a)       Except as otherwise provided in Section 4.9 or in the Participant’s Agreement, (i) with respect to Restricted Stock grants made prior to September 25, 2017, during the Restriction Period, a Participant shall be entitled to receive all dividends and other distributions paid with respect to shares of Common Stock subject to a Restricted Stock grant, (ii) with respect to Restricted Stock grants made on or after September 25, 2017, during the Restriction Period, all cash dividends and other distributions paid on Restricted Stock shall be paid in cash or the amount or value thereof automatically reinvested in additional Restricted Stock, as the Committee shall determine, consistent with Code Section 409A; provided that, dividends or other distributions with respect to Restricted Stock or additional Restricted Stock in which they are reinvested shall be subject to the same terms and conditions and shall vest in the same manner as the Restricted Stock on which they were paid, and (iii) if any dividends or distributions are paid in shares of Common Stock during the Restriction Period, the dividend or other distribution shares shall be subject to the same terms and conditions and shall vest in the same manner as the Restricted Stock on which they were paid.

(b)       The Committee, in its discretion, may provide in the Agreement evidencing any Restricted Stock Unit that the Participant shall be entitled to receive Dividend Equivalents with respect to the payment of cash dividends on Common Stock having a record date prior to date on which Restricted Stock Units held by such Participant are vested or settled. Such Dividend Equivalents, if any, shall be paid by crediting the Participant with additional whole Restricted Stock Units as of the date of payment of such cash dividends on Common Stock. The number of additional Restricted Stock Units (rounded to the nearest whole number) to be so credited shall be determined by dividing (a) the amount of cash dividends paid on such date with respect to the number of shares of Common Stock represented by the Restricted Stock Units previously credited to the Participant by (b) the Fair Market Value per share of Common Stock on such date. Such additional Restricted Stock Units shall be subject to the same terms and conditions and shall be vested or settled in the same manner and at the same time (or as soon thereafter as practicable) as the Restricted Stock Units originally subject to the Restricted Stock Unit. In the event of a dividend or distribution paid in shares of Common Stock or any other adjustment made upon a change in the capital structure of the Corporation as described in Section 9.1, appropriate adjustments shall be made in the Participant's Restricted Stock Unit so that it represents the right to receive upon vesting or settlement any and all new, substituted or additional securities or other property (other than normal cash dividends) to which the Participant would be entitled by reason of the shares of Common Stock issuable upon vesting or settlement of the Restricted Stock Unit, and all such new, substituted or additional securities or other property shall be immediately subject to the same restrictions as are applicable to the Restricted Stock Unit.

THIS FIFTH AMENDMENT is hereby adopted as of September 25, 2017.

BOARD OF DIRECTORS APPROVAL: September 25, 2017

SHAREHOLDER APPROVAL: ___________________, 2017

3

Exhibit 10.3

SUMMARY OF FISCAL EXECUTIVE SHORT TERM INCENTIVE PLAN AND FISCAL 2018 EXECUTIVE LONG TERM INCENTIVE PLAN

Fiscal 2018 Executive Short Term Incentive Plan

Under the Fiscal 2018 Executive Short Term Incentive plan (the “Executive Short Term Incentive Plan”), the Company’s key executives, including the named executive officers, can earn annual incentive cash compensation based upon the Company’s achievement of specified results with respect to corporate revenue and operating income targets for Fiscal 2018.

The targets and weightings relevant to the cash incentive determination for Fiscal 2018 under the Executive Short Term Incentive Plan will be as follows:

The Company’s Operating Income Before Incentive Compensation must be at least 75% of the target level under the Company’s Fiscal 2018 Operating Budget for any annual incentive cash compensation payout to be made under the Executive Short Term Incentive Plan.

The financial targets include progressive threshold (90% of target for Company Revenue and 75% of target for Company Operating Income Before Incentive Compensation), target and maximum (110% of target for Company Revenue and 150% of target for Company Operating Income Before Incentive Compensation) performance level incentive objectives. The Committee may adjust the calculation of the Company Revenue target and the Company Operating Income Before Incentive Compensation target to account for unforeseen, unanticipated, unusual and/or non-ordinary course events and issues.

If the threshold 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 equal to their predetermined participation level (55% for our President and Chief Executive Officer and 35% for the other officers) stated as a percentage of base salary multiplied by the Percentage of the Bonus Target Earned. The Percentage of the Bonus Target Earned is calculated as follows: (i) Percentage of Company Revenue Bonus Target Earned multiplied by 0.50 plus (ii) Percentage of Company Operating Income Before Incentive Compensation Bonus Target multiplied by 0.50. The Percentage of Company Revenue Bonus Target earned and Percentage of Company Operating Income Before Incentive Compensation Bonus Target Earned will be determined as follows:

For performance between the performance levels, the percentage will be determined based upon interpolation between the performance levels. Participants cannot earn a cash incentive in excess of the maximum levels specified above.

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% of base salary for performance below the threshold performance standards, and an amount between 20.625% and 96.25% of base salary for performance at or above the threshold performance standards, with 55% payable if both of the target financial performance objectives are met. Under the Executive Short Term Incentive Plan, the possible outcomes of the percentage of base salary that could be received by other officers of the Company is 0% of base salary for performance below the threshold performance standards, and an amount between 13.125% to 61.25% of base salary for performance at or above the threshold performance standards, with 35% payable if both of the target financial performance objectives are met.

After completion of each of fiscal 2018, the Committee will determine the extent to which the financial targets have been achieved 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. Participants must be employed by the Company at the date of the payment in fiscal 2019, except to the extent otherwise provided by separate agreement.

Participants under the Executive Long Term Incentive Plan must be employed on or before December 31, 2017 in order to be eligible. Those hired between July 1, 2017 and December 31, 2017 will receive a pro-rata portion of their equity award.

Fiscal 2018 Executive Long Term Incentive Plan

Under the Fiscal 2018 Executive Long Term Incentive Plan (the “Executive Long Term Incentive Plan”), the Company’s key executives, including the named executive officers, can earn incentive restricted stock units and performance share award units under the 2004 Stock Incentive Plan. The equity awards granted under the Executive Long Term Incentive Plan will be targeted to be 50% in the form of restricted stock units and 50% in the form of performance share award units.

The equity awards will be granted on October 1, 2017. The specific number of shares of restricted stock units and the specific target number of performance share award units that each participant receives will be determined by dividing an award amount denominated in dollars by the closing price of the Company’s Common Stock on the Nasdaq Stock Market’s Global Market on the date the restricted stock units and performance share award units are awarded. The award amount is equal to a predetermined percentage of the participant’s base salary (40% for our President and Chief Executive Officer and 30% for the other executive officers).

The restricted stock units vest 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, provided the participant remains employed with the Company on each of the relevant vesting dates. The restricted stock units will become fully vested in the event a successor corporation refuses to assume the restricted stock units or the participant’s employment is terminated without Cause (as defined in the award agreement) in connection with or within three years following a Change in Control of the Company (as defined in the award agreement).

Subject to the Company’s achievement of specified results with respect to corporate revenue and operating income targets for fiscal years 2018, 2019 and 2020 (the “Performance Measures”), performance share award units vest 33-1/3% based upon the achievement of Performance Measures for fiscal 2018, 33-1/3% based upon the achievement of Performance Measures for fiscal 2019 and 33-1/3% based upon the achievement of Performance Measures for fiscal 2020, provided the participant remains employed with the Company on each of the relevant vesting dates. The Performance Measures are set at the date of grant based upon the Company’s 3 Year Long Range Plan. The weightings of the Performance Measures for determining the number of performance share award units that will vest for each participant in fiscal years 2018, 2019 and 2020 will be as follows:

The financial targets included in the Performance Measures include progressive threshold (90% of target for Company Revenue and 75% of target for Company Operating Income Before Incentive Compensation), target and maximum (110% of target for Company Revenue and 150% of target for Company Operating Income Before Incentive Compensation) performance level incentive objectives. The Committee may adjust the calculation of the Company Revenue target and the Company Operating Income Before Incentive Compensation target to account for unforeseen, unanticipated, unusual and/or non-ordinary course events and issues.

Performance share award units will vest under the Executive Long Term Incentive Plan only if Company Operating Income Before Incentive Compensation for the fiscal year equals or exceeds 75% of the target performance level and, in the case of the Company Revenue target, if Company Revenue for the fiscal year equals or exceeds 90% of the target performance level. The number of performance share award units that will vest each year will equal the number of performance share awards units granted for that year (33-1/3% of the total units granted) multiplied by the Percentage of the Award Goal Earned. The Percentage of the Award Goal Earned is calculated as follows: (i) Percentage of Company Revenue Award Goal Earned multiplied by 0.50 plus (ii) Percentage of Company Operating Income Before Incentive Compensation Goal Earned multiplied by 0.50. The Percentage of Company Revenue Award Goal Earned and Percentage of Company Operating Income Before Incentive Compensation Award Goal Earned will be determined as follows:

For performance between the performance levels, the percentage will be determined based upon interpolation between the performance levels. Participants earn a cool incentive in excess of the maximum levels specified above.

After completion of each of fiscal 2018, 2019 and 2020, by October 1 of the following fiscal year, the Committee will determine the extent to which the Performance Measures for that year have been achieved and the actual number of performance share award units vesting in that year.

The performance share award units will become fully vested at the target level in the event a successor corporation refuses to assume the performance share award units or the participant’s employment is terminated without Cause (as defined in the award agreement) (or, in the case of the President and Chief Executive Officer, the executive officers and certain other executives, if they terminate for Good Reason (as defined in the award agreement)) in connection with or within three years following a Change in Control of the Company (as defined in the award agreement). In the event a successor corporation assumes the performance share award units, the unvested portions of the performance share award units shall vest at the time and in the amount they would have vested at if the Performance Measures had been achieved at the target level for those years.

Participants under the Executive Long Term Incentive Plan must be employed on or before December 31, 2017 in order to be eligible. Those hired between July 1, 2017 and December 31, 2017 will receive a pro-rata portion of their equity award.

Exhibit 10.4

Initial Usage Date: 9/25/17

[Three-year Graded Vesting]

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. In the event of any conflict between the Plan and this Agreement, the terms of the Plan shall control, it being understood that variations in this Agreement from terms set forth in the Plan shall not be considered to be in conflict if the Plan, whether explicitly or implicitly, permits such variations.

2.        Restriction Period .

(a) 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 in tranches 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 23 below, each vested Restricted Stock Unit shall be settled in the form of one share of the Corporation’s Common Stock.

(b) Notwithstanding the provisions of Section 2(a), 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 upon the earliest to occur of either of the following:

(i) In the event that a successor corporation (or the parent or a subsidiary thereof or the parent of the Corporation following a reverse triangular merger) refuses to assume or substitute for the Restricted Stock Units; and

(ii) If the Grantee’s employment or service is terminated without “Cause” or, if the Grantee is a party to a written severance agreement with the Corporation or a Subsidiary, by the Grantee for “Good Reason” (as defined in such agreement as in effect from time to time), which termination occurs in connection with or after the occurrence of a Change in Control, but not more than three years thereafter.

(iii) For purposes of this Section 2(b), “Cause” means (A) if the Grantee is a party to a written severance agreement with the Corporation or a Subsidiary, “Cause” as defined in such agreement, as in effect from time to time, and (B) in all other cases, (i) personal dishonesty in connection with the performance of services for the Corporation, (ii) willful misconduct in connection with the performance of services for the Corporation, (iii) conviction for violation of any law involving imprisonment that interferes with performance of duties or moral turpitude, (iv) repeated and intentional failure to perform stated duties, after written notice is delivered identifying the failure, and it is not cured within 10 days following receipt of such notice, (v) breach of a fiduciary duty to the Corporation, or (vi) breach of the Proprietary Information and Invention Agreement or, to the extent executed by the Grantee, the Perceptron Executive Agreement Not to Compete.

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 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 the 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.

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 of the Plan.

8.        No Stockholder Rights Prior to Issuance of Shares .

(a) The Grantee shall have no rights of a stockholder with respect to the Restricted Stock Units granted under this Award Agreement.

(b) The Grantee shall not be entitled to any cash dividend or Dividend Equivalents (as defined in the Plan) 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.

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 conference 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 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.

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.      Clawback Policy . Any shares of Common Stock issued to Grantee in settlement of the Restricted Stock Units shall be subject to the Corporation's recoupment policy, as in effect from time to time, if any, applicable provisions of this Award Agreement shall be deemed superseded by and subject to the terms and conditions of such policy from and after the effective date thereof, and Grantee's consent shall not be required to an amendment to this Award Agreement that is deemed necessary by the Corporation to ensure compliance with such policy.

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 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.

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

ACKNOWLEDGEMENT

By signing below, the Grantee acknowledges and agrees that:

Perceptron, Inc.

Attention: President

47827 Halyard Drive

Plymouth, MI 48170

6

Exhibit 10.5

Initial Usage Date: 9/25/17

[Three-year Performance Vesting]

PERCEPTRON, INC.

FIRST AMENDED AND RESTATED

2004 STOCK INCENTIVE PLAN

PERFORMANCE SHARE UNIT AWARD AGREEMENT FOR TEAM MEMBERS

THIS PERFORMANCE SHARE 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 Performance Share 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] (the “Target Number”) of performance share units (hereinafter called the “Performance Share Units”), which shall be adjusted based on the achievement of performance measures set forth in Exhibit A (the “Performance Measures”). The maximum number of Performance Share Units that may be received by the Grantee pursuant to this Award Agreement shall be ___% of the Target Number. The Performance Share Units shall vest and become nonforfeitable in accordance with Section 2 hereof. This Award is designated as a Code Section 162(m) Award in accordance with Section 5.3 of the Plan. In the event of any conflict between the Plan and this Agreement, the terms of the Plan shall control, it being understood that variations in this Agreement from terms set forth in the Plan shall not be considered to be in conflict if the Plan, whether explicitly or implicitly, permits such variations.

2.        Restriction Period .

(a) The Performance Share 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 Performance Share Units shall vest in tranches as follows: 33-1/3% based upon the achievement of performance measures for fiscal ____ (“Tranche 1”) 33-1/3% based upon the achievement of performance measures for fiscal ____ (“Tranche 2”), 33-1/3% based upon the achievement of performance measures for fiscal ____ (“Tranche 3”) (individually, or in the aggregate, a “Restriction Period”). Upon the lapse of the restrictions and subject to the tax withholding requirements described in Section 23 below, each vested Performance Share Unit shall be settled in the form of one share of the Corporation’s Common Stock.

(b) Notwithstanding the provisions of Section 2(a), in the event of a Change in Control, the Target Number of Performance Share Units under any unforfeited and unvested tranche of this Award Agreement at the closing or completion of the Change in Control (the “Unvested Target Award”) shall vest in accordance with the following:

(i) In the event that a successor corporation (or the parent or a subsidiary thereof or the parent of the Corporation following a reverse triangular merger) refuses to assume or substitute for the Unvested Target Award, the Unvested Target Award at the closing or completion of the Change of Control shall become 100% vested and nonforfeitable and all restrictions shall lapse, subject to the tax withholding requirements;

(ii) If the Grantee’s employment or service is terminated without “Cause” or, if the Grantee is a party to a written severance agreement with the Corporation or Subsidiary, by the Grantee for “Good Reason” (as defined in such agreement as in effect from time to time), which termination occurs in connection with or after the occurrence of a Change in Control, but not more than three years thereafter (each of the foregoing, a “ Change in Control Termination ”), the Target Number of Performance Share Units under any Unvested Target Award at the time of such termination shall become 100% vested and nonforfeitable and all restrictions shall lapse, subject to the tax withholding requirements; and

(iii) If a successor corporation (or the parent or a subsidiary thereof or the parent of the Corporation following a reverse triangular merger) assumes or substitutes for the Target Number of Performance Share Units and the Change of Control does not result in a Change of Control Termination, subject to Section 3 below, each tranche of the Unvested Target Award shall vest and all restrictions shall lapse, subject to tax withholding requirements, on the date set forth below (each which date shall be deemed to be “Determination Date”), assuming the Performance Measures for that tranche had been met at the target level, regardless of whether the Performance Measures are met:

Tranche 1 _____________

Tranche 2 _____________

Tranche 3 _____________

(iv) For purposes of this Section 2(b), “Cause” means (A) if the Grantee is a party to a written severance agreement with the Corporation or Subsidiary, “Cause” as defined in such agreement, as in effect from time to time, and (B) in all other cases, (i) personal dishonesty in connection with the performance of services for the Corporation, (ii) willful misconduct in connection with the performance of services for the Corporation, (iii) conviction for violation of any law involving imprisonment that interferes with performance of duties or moral turpitude, (iv) repeated and intentional failure to perform stated duties, after written notice is delivered identifying the failure, and it is not cured within 10 days following receipt of such notice, (v) breach of a fiduciary duty to the Corporation, or (vi) breach of the Proprietary Information and Invention Agreement or, to the extent executed by the Grantee, the Perceptron Executive Agreement Not to Compete.

3.        Termination. Except as described in Section 2, if the Grantee’s employment or services are terminated for any reason prior to any Determination Date, the Grantee’s right to the Performance Share Units subject to the tranches of this Award Agreement tied to those Determination Dates 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 Performance Share 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 Performance Share Units 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.

5.        Transferability. This Award and the Performance Share 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 Performance Share 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 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 Article 9 of the Plan and any adjustment therein provided shall be made in accordance with Article 9 of the Plan.

8.        No Stockholder Rights Prior to Issuance of Shares .

(a) The Grantee shall have no rights of a stockholder with respect to the Restricted Stock Units granted under this Award Agreement until share certificates for shares of Common Stock are issued as provided in Section 2 above.

(b) The Grantee shall not be entitled to any cash dividends or Dividends Equivalents (as defined in the Plan) with respect to the Performance Share Units. Grantee’s stockholder rights arise only after the lapse of the applicable Restriction Period and the achievement of the applicable Performance Measures when the associated Performance Share 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.        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 Performance Share 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 Subsidiaries, nor shall any assets of the Corporation or any 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 Performance Share 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 Performance Share 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.

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.       Clawback Policy . Any shares of Common Stock issued to Grantee in settlement of the Performance Share Units shall be subject to the Corporation's recoupment policy, as in effect from time to time, if any, Agreement to the contrary, Grantee acknowledges and agrees that this Award Agreement and the award described herein (and any settlement thereof) are subject to the applicable provisions of this Award Agreement shall be deemed superseded by and subject to the terms and conditions of such policy from and after the effective date thereof, and Grantee's consent shall not be required to an amendment to this Award Agreement that is deemed necessary by the Corporation to ensure compliance with such policy.

16.        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 Performance Share 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.

17.        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.        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.

19.        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.        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.

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

22.        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.

23.        Payment of Taxes 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 Performance Share 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.

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

ACKNOWLEDGEMENT

By signing below, the Grantee acknowledges and agrees that:

Perceptron, Inc.

Attention: President

47827 Halyard Drive

Plymouth, MI 48170

6

Exhibit 10.6

Initial Usage Date: 9/25/17

NON-QUALIFIED STOCK OPTION AGREEMENT TERMS – OFFICER

UNDER THE PERCEPTRON, INC. 2004 STOCK INCENTIVE PLAN

THESE STOCK OPTION AGREEMENT TERMS pertain to stock options granted effective January 3, 2017 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 the employee named in the Notice who is currently employed by the Corporation or one of its subsidiaries (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.

If, on or after the date that this option shall first become exercisable, the Optionee's employment shall be terminated for any reason other than death or disability, 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 employment, 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's employment shall be terminated due to death or disability, 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: (i) the expiration date of the option, or (ii) 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.

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:

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.