PERCEPTRON,
INC.


 


Executive Agreement Not to Compete


 


 


I recognize that Perceptron,
Inc., a Michigan corporation, and its direct and indirect subsidiaries , whether now in existence, or hereafter acquired or created,
(including, but not limited to, Perceptron B.V., Perceptron GmbH, Perceptron Canada, Inc., Peceptron Global, Inc. and Perceptron
Brazil, LLC (collectively, the “Company”), desires to insure that I do not compete with the Company, as specified below.


 


In consideration of
the Company’s employment of me, and other good and valuable consideration, the receipt of which is hereby acknowledged, I
agree as follows:


 


1.During
the term of my employment by the Company (which period shall be referred to as “my Engagement”), and thereafter during
the longer of (i) any period in which the Company is obligated to make payments to me (the “Payment Completion Period”),
or (ii) 12 months from the end of my Engagement (the “Non-Compete Period”), I shall not engage, directly or indirectly,
as officer, director, shareholder, partner, member, associate, consultant, owner, agent, independent contractor, employee or otherwise
of any person, firm, corporation or other business engaged, anywhere in the world, (i) in any business conducted by the Company
during my Engagement, or any business which I was aware, during my Engagement, that the Company planned to engage in, or (ii) in
any business involving the design, development, manufacture, sale or servicing of machine vision sensors and systems utilizing
electro-optical techniques or component parts utilized in such sensors or systems (the “Non-Compete Provisions”); provided
that the ownership of one (1%) percent or less of the stock in any publicly traded corporation in such a business shall not be
violative of the foregoing covenant. In the event that I shall fail to comply with any of my obligations under this Agreement,
in addition to any other remedies that the Company may have at law or in equity, my employment with the Company as an employee
shall automatically terminate and the Company’s obligations to me shall automatically terminate, including any obligations
of the Company to me for severance or other compensation or benefits following termination of my Engagement.


 


2.I
understand that nothing in this Agreement shall affect my obligations under the “Proprietary Information and Inventions Agreement”
between the Company and myself dated 4th November 2009.


 


3.I
shall notify the Company, during the Non-Compete Period of any change in my address and each subsequent employment or business
activity (stating the name and address of the employer or business, the nature of the business of such employer or business and
the nature of my position) in which I engage during such Non-Compete Period.


 


4.I
acknowledge that this Agreement embodies the entire agreement and understanding between the parties hereto and there are no other
agreements or understandings, oral or written, between the parties hereto with respect to the subject matter hereof, and, that
this Agreement shall supersede all previous agreements, negotiations, commitments and writings with respect to the subject matter
hereof. No waiver and no modification or amendment of any provision of this Agreement shall be effective unless specifically made
in writing and duly signed by the party to be bound thereby.



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5.I
hereby acknowledge that, in the event any provision of this Agreement or portion thereof is found to be wholly or partially invalid,
illegal or unenforceable in any judicial proceeding, then such provision shall be deemed to be modified or restricted to the extent
and in the manner necessary to render the same valid and enforceable, or shall be deemed excised from this Agreement, as the case
may require, and this Agreement shall be construed and enforced to the maximum extent permitted by law, as if such provision had
been originally incorporated herein as so modified or restricted, or as if such provision had not been originally incorporated
herein, as the case may be.


 


6.I
acknowledge that the Company may assign its rights under this Agreement to any affiliate or any person who acquires or succeeds
to any part of the business or assets of the Company.


 


7.I
acknowledge that if there is a breach or threatened breach of the provisions of this Agreement, the Company shall be entitled to
an injunction restraining me from such breach, in addition to any other remedies available to the Company for such breach or threatened
breach.


 


8.I
acknowledge that this Agreement may be executed in one or more counterpart copies; each of those fully executed copies shall be
considered as original, but together shall constitute one agreement.


 


9.I
acknowledge that this Agreement has been negotiated, executed, and delivered in, and will be governed by the laws of, the State
of Michigan, without regard to the conflict or choice of law principles of that state which might otherwise be applicable, and
I acknowledge and agree to submit to the jurisdiction of the courts of and in the State of Michigan with respect thereto.


 





	Date:	4th November 2009	By:	/s/ Richard Price




 




ACCEPTED AND AGREED TO:


 


PERCEPTRON, INC., on
its own behalf


and on behalf of its
subsidiaries, whether


now in existence or hereafter
acquired or


created.


 


By: /s/ Eric Schneider


 


Title: Director, Human Resources



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FIRST AMENDMENT TO

EXECUTIVE AGREEMENT NOT TO COMPETE


 


 


This FIRST AMENDMENT
TO EXECUTIVE AGREEMENT NOT TO COMPETE (this “First Amendment”) is made effective as of August 30, 2012
by and between PERCEPTRON, INC., a Michigan corporation, on its own behalf and on behalf of its direct and indirect subsidiaries
whether now in existence or hereafter acquired (the “Company”) and Richard Price (“Price”).


 


WHEREAS, the Company
and Price are parties to that certain Executive Agreement Not to Compete dated November 4, 2009 (the “Non-Compete Agreement”);


 


WHEREAS, the Company
is party to that certain Asset Purchase Agreement, dated of even date hereof, by and between the Company and INSPECTRON, INC.,
a Michigan corporation of which Price is the sole shareholder (“Inspectron”), and the Company (the “Purchase
Agreement”), pursuant to which, among other transactions contemplated by the Purchase Agreement, Inspectron is purchasing
substantially all of the assets and assuming certain of the liabilities of the Company’s Commercial Products Business Unit
constituting, in the aggregate, substantially all of the CBU Business (as defined in the Purchase Agreement) (the “Transaction”);
and


 


WHEREAS, as a condition
of closing the Transaction, the Company and Price desire to amend the Non-Compete Agreement as it relates to Inspectron’s
operation of the CBU Business after the Closing.


 


NOW, THEREFORE, in
consideration of the foregoing and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged,
the parties hereto, intending to be legally bound hereby, agree as follows:


 


1.Amendment.
Section 1 of the Non-Compete Agreement is hereby amended to add the following: “Notwithstanding the foregoing, (i) from and
after the date of this First Amendment, the Non-Compete Provisions shall not prohibit Richard Price from engaging, directly or
indirectly, in the CBU Business” and (ii) the Company waives the Non-Compete Provisions as to Richard Price’s activities
since June 13, 2012 in connection with the formation and start-up of Inspectron to engage in the Transaction and Inspectron’s
entering into the Transaction.


 


2.Waiver.
The Company hereby waives the notice required by Section 3 in connection with the Transaction.


 


3.Non-Compete
Agreement. Except as specifically set forth in this First Amendment, the Non-Compete Agreement shall remain in full force and
effect. This First Amendment shall be construed as one with the Non-Compete Agreement, and the Non-Compete Agreement shall, where
the context requires, be read and construed throughout so as to incorporate this First Amendment.



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4.Counterparts.
This First Amendment may be executed in any number of counterparts, all of which together
will constitute one and the same agreement, and it may be executed by facsimile signature.


 


5.Defined Terms.
Capitalized terms used but not defined in this letter agreement shall have the meanings ascribed thereto in the Non-Compete Agreement.


 


 


[Signature Page Follows]



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IN WITNESS WHEREOF,
this Agreement has been duly executed as of the day first written above.


 


 


 


	 	Perceptron, Inc.
	 	 	 
	 	 	 
	 	By:	/s/ David W. Geiss
	 	 	David W. Geiss
	 	 	Vice President, General Counsel
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	/s/ Richard Price
	 	Richard Price





 



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