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]










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


 





	 	Perceptron, Inc.	 
	 	 	 	 
	 	 	 	 
	 	By:	/s/ David L. Watza	 
	 	Name: David L. Watza	 
	 	Title: President and Chief Executive Officer
	 	 	 	 
	 	 	 	 
	 	HARBERT DISCOVERY FUND, LP
	 	By:  Harbert Discovery Fund GP, LLC
	 	 	 	 
	 	 	 	 
	 	By: 	/s/ Kevin A. McGovern	 
	 	Name:  Kevin A. McGovern	 
	 	Title:   Vice President and Associate General Counsel
	 	 	 	 
	 	 	 	 
	 	HARBERT DISCOVERY FUND, GP, LLC
	 	 	 	 
	 	 	 	 
	 	By: 	/s/ Kevin A. McGovern	 
	 	Name:  Kevin A. McGovern	 
	 	Title:   Vice President and Associate General Counsel
	 	 	 	 
	 	 	 	 
	 	HARBERT FUND ADVISORS, INC.
	 	 	 	 
	 	 	 	 
	 	By: 	/s/ John W. McCullough	 
	 	Name:  John W. McCullough	 
	 	Title:   Executive Vice President and General Counsel
	 	 	 	 
	 	HARBERT MANAGEMENT CORPORATION
	 	 	 	 
	 	 	 	 
	 	By: 	/s/ John W. McCullough	 
	 	Name:  John W. McCullough	 
	 	Title:   Executive Vice President and General Counsel







 


 


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