Exhibit
      10.1

    


    


    


    


    July
      17,
      2006

    


    


    


    Mr.
      Paul
      E. Martin

    1142
      Greystone Manor Parkway

    Chesterfield,
      Missouri 63005

    


    


    Dear
      Paul, 

    


    We
      are
      very pleased that you are interested in joining the team at Perficient, Inc.
      (the “Company”). It is an exciting time for the Company and we think you will be
      an outstanding member of our leadership team.

    


    This
      letter constitutes the Company’s offer of employment for the position of Chief
      Financial Officer, reporting jointly to me (Jeff Davis) and Jack McDonald,
      CEO
      and Chairman. 

    


    Your
      full-time base salary will be $215,000 per year, payable pursuant to the
      Company’s normal payroll procedures in place from time to time. Your base salary
      will be reviewed and subject to adjustment on an annual basis pursuant to the
      Company’s compensation policies as in effect from time to time.

    


    In
      addition to your base salary, you will be eligible to participate in the
      Company’s annual incentive plan. Under this plan, your targeted cash bonus will
      be 40 percent
      of your base salary assuming the Company meets its performance goals. An
      additional bonus opportunity may exist if the Company exceeds it’s goals. The
      actual earned annual cash incentive, if any, payable to you for any performance
      period will depend upon the extent to which the applicable performance goal(s)
      specified by the Company are achieved and will be decreased or increased for
      under or over performance. 

    


    You
      will
      be eligible for severance compensation if you are terminated by the Company
      without cause at any time after you have completed 270 days of service with
      Perficient, Inc. The severance amount, following 270 days of service, will
      be
      equal to six months of base salary. After 450 days of service with Perficient,
      Inc., the severance amount will be equal to 12 months of base salary. Severance
      will not be paid if you are terminated by the Company for cause or you
      voluntarily terminate your services with the Company for any reason. For
      purposes of this offer letter, “cause” shall have the same meaning as defined in
      the CEO’s employment agreement, as amended from time to time. In addition, you
      will be eligible for severance compensation if you are terminated without cause
      up to one year following a change of control (as defined in the 1999 Perficient
      Stock Options/Stock Issuance Stock Plan). If the change of control occurs within
      the first 270 days of service with Perficient Inc., the severance amount will
      be
      equal to six months of base salary. After 270 days of service with Perficient,
      Inc., the severance amount will be 12 months of base salary.

    


    
      
         

      

      
         

        
          

        

      

      
         

      

       

    

    We
      are
      also pleased to offer you a Perficient, Inc. restricted stock grant of 50,000
      shares of the Company’s common stock, subject to approval by the Board of
      Directors of the Company or its Compensation Committee. The grant date will
      be
      the date the Board/Compensation Committee approves the grant and the restricted
      stock grant agreement related thereto (the “Restricted Stock Grant Agreement”).
      The Restricted Stock Grant Agreement shall include a vesting schedule as follows
      (all percentages are cumulative): 1st
      Anniversary of Service - 5% of grant will be vested, 2nd
      Anniversary of Service - 15% of grant will be vested, 3rd
      Anniversary of Service - 40% of grant will be vested. 4th
      Anniversary of Service - 65% of grant will be vested, 5th
      Anniversary of Service - 100% of shares granted will be vested. In addition,
      you
      will be eligible to participate in periodic restricted stock grants approved
      by
      the Board/Compensation Committee. Your level of participation will be primarily
      dependent on your level of performance and contribution to the
      Company.

    


    Like
      all
      Company employees, you will be required, as a condition to your employment
      with
      the Company, to sign the Company’s standard Proprietary Information and
      Inventions Assignment Agreement, a copy of which is attached with this letter
      (the “PIIA Agreement”). As set forth in the PIIA Agreement, your employment with
      the Company will be “at will,” meaning that either you or the Company will be
      entitled to terminate your employment at any time and for any reason, with
      or
      without cause. The “at will” nature of our employment may only be changed in an
      express written agreement signed by you and either the President or CEO of
      the
      Company. While you render services to the Company, you will not engage in any
      other gainful employment, business or activity without the written consent
      of
      the Company. While you render services to the Company, you also will not assist
      any person or organization in competing with the Company or in hiring any
      employees of the Company.

    


    All
      forms
      of compensation referred to in this letter are subject to reduction to reflect
      applicable withholding and payroll taxes.

    


    This
      letter, together with the PIIA Agreement and the Restricted Stock Grant
      Agreement, contain all of the terms of your employment with the Company and
      supersede any prior understandings or agreements, whether oral or written,
      between you and the Company. In the event of any conflict between this letter
      and the PIIA Agreement or the Restricted Stock Grant Agreement, those agreements
      shall control. This letter agreement may not be amended or modified except
      by an
      express written agreement signed by you and either the President or CEO of
      the
      Company. The terms of this letter agreement and the resolution of any disputes
      will be governed by Texas law.

     

    
      
         

      

      
        2

        
          

        

      

      
         

      

       

    

    We
      hope
      that you find the foregoing terms acceptable. If so, you may indicate your
      agreement with these terms and accept this offer by signing and dating this
      letter in the space provided below and the PIIA Agreement and returning both
      to
      me. As required by law, your employment with the Company is also contingent
      upon
      your providing legal proof of your identity and authorization to work in the
      United States. This offer, if not accepted, will expire at the close of business
      on July 21, 2006. 

    


    Paul,
      I
      look forward to working with you and, together, driving the growth and success
      of the Company. If you have any questions regarding this employment offer,
      please contact me at (314)
      995-8811.

    


    
      	Sincerely, 	 	 	 
	 	 	 	 
	/s/ Jeffrey Davis 	 	 	 
	 	 	 	 
	Jeffrey Davis 	 	 	 
	President and Chief Operating
              Officer 	 	 	 
	Perficient, Inc. 	 	 	 
	 	 	 	 
	 	 	 	 
	AGREED TO AND ACCEPTED BY: 	 	 	 
	 	 	 	 
	/s/
              Paul E. Martin 	 	 	 
	Paul E. Martin 	 	 	 
	 	 	 	 
	
              Dated:
                July 20, 2006 

            	 	 	 


    

    


    
      
         

      

      
        3