EXHIBIT
      10.7

     

    Execution
      Copy

     

     

    EMPLOYMENT
      AGREEMENT

     

    THIS
      EMPLOYMENT AGREEMENT dated March 28, 2006, and effective as of January 1, 2006,
      between Perficient, Inc. a Delaware corporation (the "Company"), and John T.
      McDonald ("Employee"). 

     

    WITNESSETH:

     

    WHEREAS,
      the Company desires that Employee continue to be employed by it and render
      services to it, and Employee is willing to be so employed and to render such
      services to the Company, all upon the terms and subject to the conditions
      contained herein.

     

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

     

    1.    EMPLOYMENT.
      Subject to and upon the terms and conditions contained in this Agreement, the
      Company hereby agrees to continue to employ Employee and Employee agrees to
      continue in the employ of the Company, for the period set forth in paragraph
      2
      hereof, to render to the Company, its affiliates and/or subsidiaries the
      services described in paragraph 3 hereof.

     

    2.    TERM.
      Employee's term of employment under this Agreement shall be three years,
      commencing as of the date hereof and continuing through and including December
      31, 2008, unless extended in writing by mutual agreement of the parties or
      earlier terminated pursuant to the terms and conditions set forth herein (the
      "Employment Term").

     

    3.    DUTIES.

     

    (a) Employee
      shall serve as the Chairman and/or Chief Executive Officer of the Company.
      Employee shall perform all duties and services incident to the positions held
      by
      him.

     

    (b) Employee
      agrees to abide by all By-laws and policies of the Company promulgated from
      time
      to time by the Company.

     

    4.    BEST
      EFFORTS. Employee agrees to devote his full business time and attention, as
      well
      as his best efforts, energies and skill to the discharge of the duties and
      responsibilities attributable to his position.

     

    5.    COMPENSATION.

     

    (a) As
      compensation for his services and covenants hereunder, Employee shall receive
      a
      base salary ("Base Salary"), payable pursuant to the Company's normal payroll
      procedures in place from time to time, at the rate of $250,000 per annum, less
      all necessary and required federal, state and local payroll deductions. The
      Board of Directors of the Company (the “Board”) may decide, in its sole
      discretion, to increase Employee’s Base Salary from time to time during the term
      of this Agreement.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    (b) Each
      year, Employee shall be eligible to receive a bonus of up to two-hundred percent
      (200%) of his Base Salary (“Target Bonus”), less all necessary and required
      federal, state and local payroll deductions. The criteria for determining the
      amount of the bonus, and the conditions that must be satisfied to entitle
      Employee to receive the bonus for any year during the term of this Agreement
      shall be determined by the Board, in its sole discretion but in a manner
      consistent with that used to determine Employee’s bonus in prior years. Payment
      of any bonus to Employee shall be in accordance with bonus policies established
      from time to time by the Company.

     

    6.    EXPENSES.
      Employee shall be reimbursed for business expenses incurred by him which are
      reasonable and necessary for Employee to perform his duties under this Agreement
      in accordance with policies established from time to time by the Company.
      Employee shall receive reimbursement for other expenses consistent with past
      practice and as approved by the Compensation Committee of the Board of
      Directors.

     

    7.    EMPLOYEE
      BENEFITS.

     

    (a) During
      the Employment Term and any severance period hereunder, Employee shall be
      entitled to participate in such insurance, disability, health and medical
      benefits and retirement plans or programs as are from time to time generally
      made available to executive employees of the Company pursuant to the policies
      of
      the Company; provided that Employee shall be required to comply with the
      conditions attendant to coverage by such plans and shall comply with and be
      entitled to benefits only to the extent former employees are eligible to
      participate in such arrangements pursuant to the terms of the arrangement,
      any
      insurance policy associated therewith and applicable law, and, further, shall
      be
      entitled to benefits only in accordance with the terms and conditions of such
      plans. The Company may withhold from any benefits payable to Employee all
      federal, state, local and other taxes and amounts as shall be permitted or
      required to be withheld pursuant to any applicable law, rule or regulation.
      

     

    (b) Employee
      shall be entitled to vacation in accordance with the Company's policies as
      may
      be established from time to time by the Company for its executive staff, which
      shall be taken at such time or times as shall be mutually agreed upon with
      the
      Company.

     

    8.    DEATH
      AND
      DISABILITY.

     

    (a) The
      Employment Term shall terminate on the date of Employee's death, in which event
      the Company shall, within 30 days of such termination, pay to his estate,
      Employee's Base Salary, any unpaid bonus awards, reimbursable expenses and
      benefits owing to Employee through the date of Employee's death together with
      a
      lump-sum equal to two year’s Base Salary and Target Bonus. Except as otherwise
      contemplated by this Agreement, Employee's estate will not be entitled to any
      other compensation upon termination of this Agreement pursuant to this
      subparagraph 8(a). 

     

    (b) The
      Employment term shall terminate upon Employee's Disability. For purposes of
      this
      Agreement, "Disability" shall mean the Board’s reasoned and good faith judgment
      that Employee is unable to engage in any substantial gainful activity by reason
      of any medically determinable physical or mental impairment which can be
      expected to result in death or can by expected to last for a continuous period
      of not less than 12 months. The reasoned and good faith judgment of the Board
      as
      to Disability shall be based on such competent medical evidence as shall be
      presented to it by Employee and/or by any physician or group of physicians
      or
      other competent medical experts employed by Employee or the Company to advise
      the Board. In case of such termination, Employee shall be entitled to receive
      his Base Salary, any unpaid bonus awards, reimbursable expenses and benefits
      owing to Employee through the date of termination. In addition, the Company
      shall pay to Employee an amount equal to two year’s Base Salary and Target
      Bonus, payable in installments through regular payroll over the two year period
      commencing on the termination date. Except as otherwise contemplated by this
      Agreement, Employee will not be entitled to any other compensation upon
      termination of his employment pursuant to this subparagraph 8(b).

     

    
      
        
        

      

      
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    9.    TERMINATION.
      

     

    (a) The
      Company shall have the right, upon delivery of written notice to the Employee,
      to terminate the Employee's employment hereunder prior to the expiration of
      the
      Employment Term (i) pursuant to a Termination for Cause or (ii) pursuant to
      a
      Without Cause Termination (all as defined below). The Employee shall have the
      right, upon delivery of written notice to the Company, to terminate his
      employment hereunder prior to the expiration of the Employment Term by providing
      the Company with not less than 30 days prior written notice. 

     

    (b) In
      the
      event that the Company terminates the Employee's employment pursuant to a
      Without Cause Termination (other than in connection with or following a Change
      in Control (as defined below)), the Company shall be obligated to pay Employee,
      within 30 days of the date of Employee’s termination or such later date as
      required by applicable law, in a lump-sum, his Base Salary, any unpaid bonus
      awards, reimbursable expenses and benefits owing to Employee through the day
      on
      which Employee is terminated, together with a severance payment to the Employee
      in an amount equal to two year’s Base Salary and Target Bonus (the “Severance
      Payment”). Employee shall also be entitled to benefits pursuant to paragraph 7
      hereof and the use of an office and administrative assistant for a period of
      two
      years after the date of any Without Cause Termination. No other cash payments
      shall be made, or benefits provided, by the Company under this Agreement in
      the
      event of a Without Cause Termination; provided that all stock option grants
      and/or restricted stock grants previously awarded to Employee shall immediately
      vest in their entirety, regardless of the satisfaction of any conditions
      contained therein.

     

    (c) In
      the
      event that the Company terminates the Employee's employment hereunder due to
      a
      Termination for Cause or the Employee voluntarily terminates employment with
      the
      Company for any reason, the Employee shall not be entitled to any severance,
      except that the Company shall be obligated to pay Employee his Base Salary,
      any
      unpaid bonus awards, reimbursable expenses and benefits owing to Employee
      through the day on which Employee is terminated. Except as otherwise
      contemplated by this Agreement, Employee will not be entitled to any other
      compensation upon termination of this Agreement pursuant to this paragraph
      9(c).

     

    (d) For
      purposes of this Agreement, the following terms have the following meanings:
      

     

    
      
        
        

      

      
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    (i) The
      term
      "Termination for Cause" means, to the maximum extent permitted by applicable
      law, a termination of the Employee's employment by the Company attributed to
      (a)
      the repeated willful failure of Employee substantially to perform his duties
      hereunder (other than any such failure due to physical or mental illness) that
      has not been cured reasonably promptly after a written demand for substantial
      performance is delivered to Employee by the Company’s Board of Directors, which
      demand identifies the manner in which the Company’s Board of Directors believes
      that Employee has not substantially performed his duties hereunder; (b)
      conviction of, or entering a plea of nolo
      contendere
      to, a
      crime that constitutes a felony; (c) Employee’s engaging in conduct that is
      intentional or grossly negligent that results in material injury to the Company;
      or (d) the material breach by Employee of any written covenant or agreement
      with
      the Company under this Agreement or otherwise, including, but not limited to,
      an
      agreement not to disclose any information pertaining to the Company or not
      to
      compete with the Company, including (without limitation) the covenants and
      agreements contained in paragraph 11 hereof.

     

    (ii) The
      term
      "Without Cause Termination" means a termination of the Employee's employment
      by
      the Company other than due to (a) a Termination for Cause, (b) Disability,
      (c)
      the Employee's death, or (d) the expiration of this Agreement. 

     

    10.    CHANGE
      IN
      CONTROL - TERMINATION OF EMPLOYMENT AND COMPENSATION IN EVENT OF
      TERMINATION.

     

    (a) After
      a
      Change in Control (as defined in the Company Plan) of the Company has occurred,
      if the Company (or any successor thereto) terminates Employee's employment
      with
      the Company for any reason, or if the Employee voluntarily terminates his
      employment for any reason, at any time within the two year period commencing
      immediately after the Change in Control, Employee shall be entitled to all
      the
      benefits set forth in subparagraph 9(b) as if such termination was a Without
      Cause Termination. 

     

    (b) In
      the
      event that any part of any payment or benefit received (including, without
      limitation, granting of and/or acceleration of vesting of stock options and
      restricted stock) pursuant to the terms of paragraph 10(a) (the “Change of
      Control Payments) would be subject to the Excise Tax determined as provided
      below, the Company shall pay to the Employee, at the time specified in
      subparagraph 10(c) below, an additional amount (the “Gross-Up Payment”) such
      that the net amount retained by the Employee, after deduction of the Excise
      Tax
      on the Change of Control Payments and any federal, state and local income tax
      and the Excise Tax on the Gross-Up Payment, and any interest, penalties or
      additions to tax payable by the Employee with respect thereto, shall be equal
      to
      the total present value (using the applicable federal rate as defined in Section
      1274(d) of the Code in such calculation) of the Change of Control Payments
      at
      the time such Change of Control Payments are to be made. For purposes of
      determining whether any of the Change of Control Payments will be subject to
      the
      Excise Tax and the amounts of such Excise Tax; (1) the total amount of the
      Change of Control Payments shall be treated as “parachute payments” within the
      meaning of Section 280G(b)(2) of the Code, and all “excess parachute payments”
within the meaning of Section 280G(b)(1) of the Code shall be treated as subject
      to Excise Tax, except to the extent that, in the opinion of independent counsel
      selected by the Company and reasonably acceptable to the Employee (“Independent
      Counsel”), a Change of Control Payment (in whole or in part) does not constitute
      a “parachute payment” within the meaning of Section 280G(b)(2) of the Code, or
      such “excess parachute payments” (in whole or in part) are not subject to the
      Excise Tax, (2) the amount of the Change of Control Payments that shall be
      treated as subject to the Excise Tax shall be equal to the lesser of (A) the
      total amount of the Change of Control Payments or (B) the amount of “excess
      parachute payments” within the meaning of Section 280G(b)(1) of the Code (after
      applying clause (1) hereof), and (3) the value of any noncash benefits or any
      deferred payment or benefit shall be determined by Independent Counsel in
      accordance with the principles of Sections 280G(d)(3) and (4) of the Code.
      For
      purposes of determining the amount of the Gross-Up Payment, the Employee shall
      be deemed to pay federal income taxes at the highest marginal rates of federal
      income taxation applicable to individuals in the calendar year in which the
      Gross-Up Payment is to be made and state and local income taxes at the highest
      marginal rates of taxation applicable to individuals as are in effect in the
      state and locality of the Employee’s residence in the calendar year in which the
      Gross-Up Payment is to be made, net of the maximum reduction in federal income
      taxes that can be obtained from deduction of such state and local taxes, taking
      into account any limitations applicable to individuals subject to federal income
      tax at the highest marginal rates.

     

    
      
        
        

      

      
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    (c) The
      Gross-Up Payments provided for in subparagraph 10(b) hereof shall be made upon
      the earlier of (i) the payment to the Employee of any Change of Control Payment
      or (ii) the imposition upon the Employee or payment by the Employee of any
      Excise Tax.

     

    (d) If
      it is
      established pursuant to a final determination of a court or an Internal Revenue
      Service proceeding or the opinion of the Independent Counsel that the Excise
      Tax
      is less than the amount taken into account under subparagraph 10(b) hereof,
      the
      Employee shall repay to the Company within thirty (30) days of the Employee’s
      receipt of notice of such final determination or opinion the portion of the
      Gross-Up Payment attributable to such reduction (plus the portion of the
      Gross-Up Payment attributable to the Excise Tax and federal, state and local
      income tax imposed on the Gross-Up Payment being repaid by the Employee if
      such
      repayment results in a reduction in Excise Tax or a federal, state and local
      income tax deduction) plus any interest received by the Employee on the amount
      of such repayment. If it is established pursuant to a final determination of
      a
      court or an Internal Revenue Service proceeding or the opinion of Independent
      Counsel that the Excise Tax exceeds the amount taken into account hereunder
      (including by reason of any payment the existence or amount of which cannot
      be
      determined at the time of the Gross-Up Payment), the Company shall make an
      additional Gross-Up Payment in respect of such excess within thirty (30) days
      of
      the Company’s receipt of notice of such final determination or
      opinion.

     

    (e) In
      the
      event of any change in, or further interpretation of, Sections 280G or 4999
      of
      the Code and the regulations promulgated thereunder, the Employee shall be
      entitled, by written notice to the Company, to request an opinion of Independent
      Counsel regarding the application of such change or interpretation to any of
      the
      foregoing, and the Company shall use its best efforts to cause such opinion
      to
      be rendered as promptly as practicable. Any fees and expenses of Independent
      Counsel incurred in connection with this Agreement shall be borne by the
      Employee.

     

    (f) In
      the
      event that any part of any payment or benefit received (including, without
      limitation, granting of and/or acceleration of vesting of stock options and
      restricted stock) pursuant to the terms of paragraph 9(b) would impose on the
      Employee the Excise Tax under Section 4999 of the Code, then the Employee may
      elect, in the sole discretion of the Employee, to receive in-lieu of the amounts
      payable pursuant to paragraph 9(b) (including the vesting and granting of Annual
      Stock Grants pursuant thereto) a lesser amount equal to $100 less than 3.00
      times the Employee’s “Annualized Includable Compensation” (within the meaning of
      Section 280G(d)(1) of the Code) (such amount the "Cut-Back Amount") by first
      reducing the Severance Payment payable to the Employee, by next eliminating
      the
      additional granting of Annual Stock Grants, and by finally eliminating the
      accelerated vesting of Annual Stock Grants, to the limited extent necessary
      to
      reduce the  payments and benefits under paragraph 9(b) to the Cut-Back
      Amount. Any amounts paid (including, without limitation, granting of and/or
      acceleration of vesting of stock options and restricted stock) as a result
      of an
      election by the Employee pursuant to this paragraph 10(f) will be in full
      satisfaction of the amounts otherwise payable to the Employee pursuant to
      paragraph 9(b) hereof. 

     

    
      
        
        

      

      
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    11.    DISCLOSURE
      OF TRADE SECRETS AND OTHER PROPRIETARY INFORMATION; RESTRICTIVE
      COVENANTS.

     

    (a) Employee
      acknowledges that he is bound by the terms of the Company's Confidentiality
      and
      Intellectual Property Agreement. The Company will provide Employee with valuable
      confidential information belonging to the Company or its subsidiaries or its
      affiliates above and beyond any confidential information previously received
      by
      Employee and will associate Employee with the goodwill of the Company or its
      subsidiaries or its affiliates above and beyond any prior association of
      Employee with that goodwill. In return, Employee promises never to disclose
      or
      misuse such confidential information and never to misuse such goodwill. To
      enforce Employee’s promises in this regard, Employee agrees to comply with the
      provisions of this paragraph 11.

     

    (b) Employee
      will not, during the Employment Term, directly or indirectly, as an employee,
      employer, consultant, agent, principal, partner, manager, stockholder, officer,
      director, or in any other individual or representative capacity, engage in
      or
      participate in any other business that is competitive with the business of
      providing information technology software consulting services. The ownership
      by
      Employee of 5% or less of the issued and outstanding shares of a class of
      securities which is traded on a national securities exchange or in the
      over-the-counter market, shall not cause Employee to be deemed a shareholder
      under this subparagraph 11(b) or constitute a breach of this subparagraph 11(b).
      

     

    (c) Employee
      will not, during the Employment Term and for a period of 60 months thereafter,
      directly or indirectly, work in the United States as an employee, employer,
      consultant, agent, principal, partner, manager, stockholder, officer, director,
      or in any other individual or representative capacity for any person or entity
      who is competitive with the business of providing information technology
      software consulting services. The ownership by Employee of 5% or less of the
      issued and outstanding shares of a class of securities which is traded on a
      national securities exchange or in the over-the-counter market, shall not cause
      Employee to be deemed a shareholder under this subparagraph 11(c) or constitute
      a breach of this subparagraph 11(c).

     

    
      
        
        

      

      
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    (d) Employee
      will not, during the Employment Term and for a period of 60 months thereafter,
      on his behalf or on behalf of any other business enterprise, directly or
      indirectly, under any circumstance other than at the direction and for the
      benefit of the Company, (i) solicit for employment any person employed by the
      Company or any of its subsidiaries, or (ii) call on, solicit, or take away
      any
      person or entity who was a customer of the Company or any of its subsidiaries
      or
      affiliates during Employee's employment with the Company, in either case for
      a
      business that is competitive with the business of providing information
      technology software consulting services.

     

    (e) It
      is
      expressly agreed by Employee that the nature and scope of each of the provisions
      set forth above in this paragraph 11 are reasonable and necessary. If, for
      any
      reason, any aspect of the above provisions as it applies to Employee is
      determined by a court of competent jurisdiction to be unreasonable or
      unenforceable under applicable law, the provisions shall be modified to the
      extent required to make the provisions enforceable. Employee acknowledges and
      agrees that his services are of unique character and expressly grants to the
      Company or any subsidiary or affiliate of the Company or any successor of any
      of
      them, the right to enforce the above provisions through the use of all remedies
      available at law or in equity, including, but not limited to, injunctive
      relief.

     

    12.    COMPANY
      PROPERTY.

     

    (a) Any
      patents, inventions, discoveries, applications or processes designed, devised,
      planned, applied, created, discovered or invented by Employee during the
      Employment Term, regardless of when reduced to writing or practice, which
      pertain to any aspect of the Company's or its subsidiaries' or affiliates'
      business as described above shall be the sole and absolute property of the
      Company, and Employee shall promptly report the same to the Company and promptly
      execute any and all documents that may from time to time reasonably be requested
      by the Company to assure the Company the full and complete ownership
      thereof.

     

    (b) All
      records, files, lists, including computer generated lists, drawings, documents,
      equipment and similar items relating to the Company's business which Employee
      shall prepare or receive from the Company shall remain the Company's sole and
      exclusive property. Upon termination of this Agreement, Employee shall promptly
      return to the Company all property of the Company in his possession. Employee
      further represents that he will not copy or cause to be copied, print out or
      cause to be printed out any software, documents or other materials originating
      with or belonging to the Company. Employee additionally represents that, upon
      termination of his employment with the Company, he will not retain in his
      possession any such software, documents or other materials. 

     

    13.    EQUITABLE
      RELIEF. It is mutually understood and agreed that Employee's services are
      special, unique, unusual, extraordinary and of an intellectual character giving
      them a peculiar value, the loss of which cannot be reasonably or adequately
      compensated in damages in an action at law. Accordingly, in the event of any
      breach of this Agreement by Employee, including, but not limited to, the breach
      of any of the provisions of paragraphs 11 or 12 hereof, the Company shall be
      entitled to equitable relief by way of injunction or otherwise in addition
      to
      any damages which the Company may be entitled to recover.

     

    
      
        
        

      

      
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    14.    CONSENT
      TO TEXAS JURISDICTION AND VENUE. The Employee hereby consents and agrees that
      state courts located in Travis County, Texas and the United States District
      Court for the Western District of Texas each shall have personal jurisdiction
      and proper venue with respect to any dispute between the Employee and the
      Company. In any dispute with the Company, the Employee will not raise, and
      hereby expressly waives, any objection or defense to any such jurisdiction
      as an
      inconvenient forum.

     

    15.    NOTICE.
      Except as otherwise expressly provided, any notice, request, demand or other
      communication permitted or required to be given under this Agreement shall
      be in
      writing, shall be sent by one of the following means to the Employee at his
      address set forth on the signature page of this Agreement and to the Company
      at
      its address set forth on the signature page of this Agreement, Attention:
      President (or to such other address as shall be designated hereunder by notice
      to the other parties and persons receiving copies, effective upon actual
      receipt), and shall be deemed conclusively to have been given: (a) on the first
      business day following the day timely deposited with Federal Express (or other
      equivalent national overnight courier) or United States Express Mail, with
      the
      cost of delivery prepaid or for the account of the sender; (b) on the fifth
      business day following the day duly sent by certified or registered United
      States mail, postage prepaid and return receipt requested; or (c) when otherwise
      actually received by the addressee on a business day (or on the next business
      day if received after the close of normal business hours or on any non-business
      day).

     

    16.    INTERPRETATION;
      HEADINGS. The parties acknowledge and agree that the terms and provisions of
      this Agreement have been negotiated, shall be construed fairly as to all parties
      hereto, and shall not be construed in favor of or against any party. The
      paragraph headings contained in this Agreement are for reference purposes only
      and shall not affect the meaning or interpretation of this
      Agreement.

     

    17.    SUCCESSORS
      AND ASSIGNS; ASSIGNMENT; INTENDED BENEFICIARIES. Neither this Agreement, nor
      any
      of Employee's rights, powers, duties or obligations hereunder, may be assigned
      by Employee. This Agreement shall be binding upon and inure to the benefit
      of
      Employee and his heirs and legal representatives and the Company and its
      successors. Successors of the Company shall include, without limitation, any
      corporation or corporations acquiring, directly or indirectly, all or
      substantially all of the assets of the Company, whether by merger,
      consolidation, purchase, lease or otherwise, and such successor shall thereafter
      be deemed "the Company" for the purpose hereof.

     

    18.    NO
      WAIVER
      BY ACTION. Any waiver or consent from the Company respecting any term or
      provision of this Agreement or any other aspect of the Employee's conduct or
      employment shall be effective only in the specific instance and for the specific
      purpose for which given and shall not be deemed, regardless of frequency given,
      to be a further or continuing waiver or consent. The failure or delay of the
      Company at any time or times to require performance of, or to exercise any
      of
      its powers, rights or remedies with respect to, any term or provision of this
      Agreement or any other aspect of the Employee's conduct or employment in no
      manner (except as otherwise expressly provided herein) shall affect the
      Company's right at a later time to enforce any such term or
      provision.

     

    
      
        
        

      

      
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    19.    COUNTERPARTS;
      TEXAS GOVERNING LAW; AMENDMENTS; ENTIRE AGREEMENT; SURVIVAL OF TERMS. This
      Agreement may be executed in two counterpart copies, each of which may be
      executed by one of the parties hereto, but all of which, when taken together,
      shall constitute a single agreement binding upon all of the parties hereto.
      This
      Agreement and all other aspects of the Employee's employment shall be governed
      by and construed in accordance with the applicable laws pertaining in the State
      of Texas (other than those that would defer to the substantive laws of another
      jurisdiction). Each and every modification and amendment of this Agreement
      shall
      be in writing and signed by the parties hereto, and any waiver of, or consent
      to
      any departure from, any term or provision of this Agreement shall be in writing
      and signed by each affected party hereto. This Agreement contains the entire
      agreement of the parties and supersedes all prior representations, agreements
      and understandings, oral or otherwise, between the parties with respect to
      the
      matters contained herein. In the event of any conflict between this Agreement
      and any Award Agreement, this Agreement shall control. Paragraphs 9 through
      13
      hereof (and paragraphs 14 through 19 hereof as they may apply to such
      paragraphs) shall survive the expiration or termination of this Agreement for
      any reason.

     

    


     

    [Signature
      page follows.]

     

    


     

    
      
        
        

      

      
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    IN
      WITNESS WHEREOF, the parties have executed this Employment Agreement as of
      the
      date first above written.

     

     

    
      	 	 	 
	 	PERFICIENT,
              INC.
	 
 	 
 	 
 
	 	By:  	/s/ David
              Lundeen
	 	
              
Name:
              David Lundeen
	 	
              Title: Director,
                Chairman of the 

                
                Compensation Committee

            


    

    
       

      
        	 	 	 
	 	By:  	/s/ Max
                D. Hopper
	 	
                
Name:
                Max D. Hopper
	 	
                Title: Director, Member
                  of the 

                  
                  Compensation Committee

              


      

      
         

        
          	 	 	 
	 	By:  	/s/ Kenneth
                  R. Johnsen
	 	
                  
Name:
                  Kenneth R. Johnsen
	 	
                  Title: Director,
                    Member of the 

                    
                    Compensation Committee

                


        

         

      

    

    
      	 	 	 
	 	      	/s/ John
              T. McDonald
	 	
              

              John
                T. McDonald, Individually

            
	 	 


    

     

     

     

     

     

     

     

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