PERCEPTRON,
INC.

FIRST AMENDMENT TO SEVERANCE AGREEMENT


 


 


THIS FIRST AMENDMENT
TO SEVERANCE AGREEMENT, dated as of July 2, 2010, between Perceptron, Inc. (the “Company”) and Richard Price (the
“Executive”), (the “Agreement”) is dated June 13, 2012.


 


The Company and the
Executive hereby agree as follows:


 


1.Defined
Terms. Terms defined in the Agreement shall be used in this First Amendment with their defined meanings as contained in
the Agreement, unless otherwise defined here.


 


2.Amendment
of the Agreement. Company and Executive agree, effective upon expiration of the Revocation Period set forth in the release
executed by Executive as required by the Agreement, as follows:


 


(i)Executive’s
employment with Company has terminated effective June 13, 2012 (the “Effective Date”).


 


(ii)Pursuant
to Section 3 of the Agreement, Executive shall be entitled to the payments set forth in Section 3(b) of the Agreement, as modified
below:


 


		(a)	Notwithstanding Section 6 of the Agreement, all benefits of any kind and any payments of any kind
under the Agreement including those modified below shall cease immediately at the time of closing of any transaction in which the
Executive becomes affiliated in any way or capacity with the purchase of substantially all of the assets of the Company’s
Commercial Products Business Unit.



 


		(b)	Executive shall not receive any bonus for the Company’s fiscal year 2012, as otherwise provided
in Section 3(b)(ii) of the Agreement.



 


		(c)	The Company will pay directly the Executive’s COBRA continuation coverage premiums through
December 13, 2012 unless terminated earlier pursuant to Section 2(ii)(a) of this First Amendment, if the Executive elects COBRA
continuation coverage, in lieu of Executive’s continued direct coverage under the Company’s group health plan.



 


		(d)	The Company’s obligation to provide health and welfare plan benefits following the Effective
Date, as provided in Section 3(b)(iii) of the Agreement, shall cover only the following benefits and shall expire on December 13,
2012 unless terminated earlier pursuant to Section 2(ii)(a) of this First Amendment:



 






    	 



    	 



    
 


Group Life coverage


 


Executive Life Coverage


 


(iii)Executive
shall not be entitled to any payments under Section 4 of the Agreement.


 


(iv)The
following stock option agreements between the Company and Executive (the “Option Agreements”) provide that all options
which are exercisable under the terms of the Option Agreements at the Effective Date terminate three months after the Effective
Date. All Options under the Option Agreements which are not exercisable at the Effective Date shall be terminated at that time.


 


	Agreement Date	Plan	Number of
Exercisable
Options	Number of
Unexercisable
Options	Termination
Date
	December 1, 2009	2004	10,000	10,000	September 13, 2012
	September 1, 2011	2004	0	10,000	Not Applicable


 


3.Non-Competition
and Restrictive Covenant. If, during the term that the Executive is receiving benefits under the Agreement, Executive violates
the terms of this Agreement, the Perceptron Executive Agreement Not to Compete, dated November 4, 2009 (the “Non-Compete
Agreement”), the Company’s Proprietary Information and Inventions Agreement, dated November 4, 2009 (the “Proprietary
Information Agreement”), or any other non-competition or confidentiality agreement with the Company, the Company’s
obligations to the Executive under this Agreement and the Option Agreements shall automatically terminate.


 


4.Continued
Effectiveness. All other provisions of the Agreement shall remain in full force and effect, including, but not limited
to, Sections 5, 6, 9 and 10, and shall apply equally to all amounts or benefits required to be paid or provided to Executive under
this Agreement.


 


5.Amendment
of Agreement. The Agreement, including this First Amendment, shall not be modified or amended except by instrument in writing
signed by the parties hereto. The parties agree that the Agreement, including this First Amendment, shall be amended if required
and as required to comply with applicable law, including, but not limited to, Code Section 409A.


 


6.Governing
Law. To the extent not preempted by Federal law, the Agreement, including this First Amendment, shall be governed and construed
in accordance with the laws of the State of Michigan, without regard to its conflicts of law rules.


 


7.Entire
Agreement. The Agreement, including this First Amendment, represent the entire agreement and understanding of the parties
with respect to the subject matter of the Agreement (other than the Non-Compete Agreement, the Proprietary Information Agreement,
and the Option Agreements, which shall remain in full force and effect after the execution of this Agreement).



    	2



    	 



    
 


IN WITNESS WHEREOF,
the parties hereto have executed this First Amendment to Severance Agreement as of the day and year first written above.


 


	 	PERCEPTRON, INC.
	 	 
	 	 
	 	By:	            /s/ Harry T. Rittenour
	 	 	Harry T. Rittenour, President and CEO
	 	 	 
	 	 	 
	 	                     /s/ Richard Price
	 	RICHARD PRICE


 






    	3