CONSULTING
AGREEMENT


 


This Agreement (the “Agreement”),
effective as of November 4, 2013 (the “Effective Date”), by and between:


 


HARRY T. RITTENOUR, whose current
business address is 47827 Halyard Drive, Plymouth, MI 48170 (the “Consultant’); and


 


PERCEPTRON, INC., a Michigan corporation
(the “Company”) or any successor company.


 


WITNESSETH:


 


WHEREAS, the Consultant currently serves
as President and Chief Executive Officer and as a director of the Company and its subsidiaries, and is a party to that certain
Severance Agreement between the Company and the Consultant, dated December 18, 2008 (the “Existing Agreement”);


 


WHEREAS, due to his retirement, the Consultant
has voluntarily elected to terminate his employment with the Company on the Effective Date and on and after the Effective Date
the Consultant will no longer serve as the President and Chief Executive Officer, or as an employee of the Company, and the management
of the Company and its subsidiaries will be vested in the continuing officers and directors thereof;


 


WHEREAS, the Existing Agreement will remain
in force and effect until the Effective Date after which it will terminate unless it is terminated pursuant to its terms prior
to the Effective Date;


 


WHEREAS, the Company wishes to appoint
the Consultant by virtue of his knowledge and experience with the Company as an independent consultant to the Company to provide
specified services as may be necessary or requested by the management and board of directors of the Company beginning on the Effective
Date;


 


WHEREAS, in consideration of the Company
appointing the Consultant to provide such services and in consideration of certain payments being made to the Consultant on and
after the Effective Date, the Consultant has agreed to execute the Release Agreement (the “Release”) attached
to this Agreement as Exhibit A;


 


WHEREAS, the Consultant desires to accept
and perform such services;


 


NOW THEREFORE, the Company and the Consultant,
in consideration of the mutual promises herein contained and for other good and valuable consideration, the receipt and sufficiency
whereof is hereby acknowledged, agree as follows:


 


		1.	Agreement to Provide Services



 


		1.1	The Company hereby agrees to engage Consultant as an independent third party consultant to the
Company as of the Effective Date to perform and provide such services (the “Services”) as requested by the Board
of Directors or the President and Chief Executive Officer of the Company or his designee(s). Until June 30, 2014, upon forty-eight
hours’ notice by the Company, Consultant will be available Monday through Friday, 9:00 a.m. to 5:00 p.m., to the Company
by phone and/or in person in the Company’s Plymouth, Michigan headquarters, if necessary, related to any issues or questions
involving his prior position as President and Chief Executive Officer of the Company.



 






    	 



    	 



    




 


		1.2	The Consultant further agrees that he will fully cooperate during the term of this Agreement and
after its termination at no additional cost to the Company with respect to any claim, litigation or judicial, arbitral or investigative
proceeding initiated by any private party or by any regulator, governmental entity, or self-regulatory organization, that relates
to or arises from any matter with which he was involved during his employment with the Company or that concerns any matter of which
he has information or knowledge.



 


		1.3	The Consultant shall, in discharging his Services under this Agreement, act honestly and in good
faith with a view to the best interests of the Company, and shall exercise the care, diligence and skill that a reasonably prudent
person would exercise in comparable circumstances.



 


PROVIDED THAT it is understood
that the Consultant is not being engaged to bind the Company to any contracts or obligations.


 


		1.4	The Consultant resigns as an officer of the Company and its subsidiaries and as a director of the
Company’s subsidiaries effective as of the Effective Date.



 


		1.5	Performance:  The Consultant hereby accepts the foregoing appointment and agrees faithfully
to perform the Services reasonably requested by the Company from time to time in a professional manner in accordance with this
Agreement. However, the Consultant will be under no obligation to perform Services that are beyond his capabilities. It is understood,
however, that the Consultant will make every reasonable attempt to perform the Services as requested by the Company.



 


		1.6	Non-Exclusivity:  Subject to compliance with the provisions of the Perceptron Executive
Agreement Not to Compete dated September 7, 2005 (“Non-Compete Agreement”) and the Proprietary Information and
Inventions Agreement dated October 28, 1996 (“Confidentiality Agreement”), the Consultant may perform consulting
services for other companies during the term of this Agreement, so long as they do not interfere with his provision of services
to the Company under this Agreement.



 


		1.7	Relationship between Parties:  The relationship between the parties established b this
Agreement is that of independent contracting parties. As such, subject to the rights retained or granted to and the obligations
undertaken by each party pursuant to this Agreement, each shall conduct his or its independent business on his or its own initiative,
responsibility and expense, and shall, except as expressly provided herein, have no authority to incur obligations on behalf of
the other party. No third party shall have or be deemed to have acquired any rights under this Agreement. Neither party to this
Agreement shall use the name of the other in any public document, advertising, public relations release or other publicity without
the prior written consent of the other party. Consultant shall have no authority to bind the Company or enter into contracts on
its behalf. The parties hereto agree that the Services to be provided by Consultant are being provided on arm’s length terms.



 






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		1.8	No Delegation:  Anything to the contrary notwithstanding, the Consultant shall not delegate,
assign, subcontract or otherwise convey any of his rights, duties, obligations, powers or authority hereunder to any person or
entity.



 


		2.	Consultant’s Fees and Benefits



 


		2.1	In consideration of the Consultant’s services and agreements hereunder, the Company shall
pay Consultant a consulting fee (the “Monthly Fee”) in the aggregate amount of $29,166 per month (or a pro rata
amount for any partial month based upon the number of days in the month occurring during the term of this Agreement) for each month
during the term of this Agreement. All such payments shall be made monthly in arrears.



 


		2.2	In the event that this Agreement is terminated (i) by the Consultant pursuant to 3.2(a) hereof;
or (ii) by the Company for Cause (as hereinafter defined) pursuant to Section 3.2(d) hereof; or (iii) automatically pursuant to
Sections 3.2(b), 3.2(c) or 1.6 hereof upon the Consultant’s death, Disability (as hereinafter defined) or performing consulting
services which interfere with those provided to the Company, the Company shall have no obligation to pay the Monthly Fee under
Section 2.1 for any period from and after the effective date of such termination, other than a pro rata portion of the Monthly
Fee for the month in which such termination occurs.



 


		2.3	The Consultant’s rights with respect to any options to purchase the Company’s common
stock shall be governed by the terms of the agreements pursuant to which such options were issued except that the option agreements
for option number 3295 issued December 1, 2011 and option number 3339 issued December 2, 2012 will be amended to allow stock options
for 5,000 shares of Common Stock that vest on each of December 1, 2013 and December 2, 2013 will not terminate upon Consultant’s
resignation, but will continue to vest on those dates based upon Consultant’s continued performance of Services through those
dates. All other unvested stock options held by the Consultant will terminate upon his resignation.



 


		2.4	Subject to the Consultant electing continued medical coverage under the Company’s medical
plans as permitted under the Consolidated Omnibus Reconciliation Act of 1985 (“COBRA”), the Company will pay for or
reimburse to the Consultant any COBRA premiums due by him for a period ending upon the earlier of December 31, 2013 or the date
as of which the Consultant becomes covered under the medical plan of another employer.



 






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		2.5	The Company agrees to, and shall, indemnify the Consultant by reason of the fact that he is serving
as a consultant to the Company to the same extent that the Company indemnifies its officers as provided in the Company’s
Bylaws.



 


		3.	Term and Termination



 


		3.1	Term:  The term of this Agreement shall commence on the Effective Date and shall continue
in full force and effect until June 30, 2014.



 


		3.2	Termination:  This Agreement may be terminated as provided below:



 


		(a)	By written notice of termination to the other party, for any reason or no reason, given at least
thirty (30) days prior to the effective date of such termination.



 


		(b)	Immediately upon the death of the Consultant;



 


		(c)	Immediately upon written notice from the Company following the Company’s reasonable determination
that the Consultant is unable to substantially fulfill his Services under this Agreement due to a Disability. For purposes of this
Agreement, the term “Disability” means a physical, mental or emotional incapacity that would have entitled the Consultant
to long-term disability benefits under the Company’s disability plan or policy had he been an employee;



 


		(d)	Immediately for Cause upon written notice from the Company to the Consultant. For purposes of this
Agreement, “Cause” shall mean (i) personal dishonesty in connection with the performance of services for the
Company; (ii) willful misconduct in connection with the performance of services for the Company; (iii) conviction for violation
of any law involving (A) imprisonment that interferes with performance of services or (B) moral turpitude; (iv) repeated and intentional
failure to perform stated services, after written notice is delivered identifying the failure, and it is not cured within 10 days
following receipt of such notice; (v) breach of a fiduciary duty to the Company; (vi) breach of the Non-Compete Agreement or Confidentiality
Agreement, or (vii) engaging in activities detrimental to the interests of the Company that have a demonstrable adverse effect
on the Company.



 


		3.3	Release:  The Consultant hereby acknowledges and agrees that if the Release is revoked
by the Consultant during the Revocation Period, this Agreement will terminate without any amounts due hereunder paid to the Consultant
for services rendered.



 


		3.4	Survival:  Unless otherwise indicated by this Agreement, the Consultant’s obligations
under this Agreement shall not survive termination of this Agreement.



 


		4.	Expenses and Reimbursement



 






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The Company agrees to reimburse
Consultant for all reasonable out-of-pocket travel expenses incurred by Consultant in performing his services under this Agreement
provided that the Company has consented in writing to Consultant’s incurring such expenses in advance.


 


Reimbursement of the foregoing
expenses shall be made as promptly as reasonably possible and in no event later than two and one-half months after the end of the
calendar year in which such expenses were incurred.


 


		5.	Books and Records



 


The Company shall have the right
to examine and review at any reasonable time all books, records, files and papers maintained and kept by the Consultant which relate
to this Agreement.


 


		6.	Confidential Information



 


		6.1	For purposes of the “Non-Compete Agreement,” “my Engagement”
shall end on the date this Agreement terminates.



 


		6.2	The provisions of the Confidentiality Agreement shall continue to apply to services rendered by
the Consultant when he is employed as a consultant to the Company under this Agreement.



 


		6.3	This Clause 6 shall survive and continue to bind the parties following termination of this Agreement.



 


		7.	Notices



 


Any notice made under this Agreement
shall be in writing and shall be deemed sufficiently given on the date of service if served personally or on the third business
day after mailing if mailed by certified or registered mail, postage prepaid, addressed as indicated below:


 


	If the Consultant:	Harry T. Rittenour

1486 West Greenfield Court

Ann Arbor, Michigan 48108
	 	 
	If to the Company:	Perceptron, Inc.

Attention: General Counsel

47827 Halyard Drive

Plymouth, Michigan 48170
	 	 


		8.	General



 


		8.1	Assignment:  Neither this Agreement nor any of the Consultant’s Services hereunder
may be assigned, subcontracted, or transferred, including any assignment or transfer by operation of law, by the Consultant without
prior written consent of the Company.



 






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		8.2	Third Parties:  The rights and privileges afforded by this Agreement are solely for the
benefit of the parties hereto and in no circumstances shall any other person or entity have any rights or privileges or be entitled
to any benefits under this Agreement.



 


		8.3	Code of Conduct, Insider Trading and Company Policies:  The Consultant shall comply with
all applicable policies of the Company including, but not limited to, the Company’s Insider Trading Policy and Code of Conduct
and hereby agrees to be bound by the confidentiality, insider trading, and other applicable provisions contained therein. The Company
will keep the Consultant informed in a timely manner of any modifications to the Code of Conduct and the establishment of trading
windows.



 


		8.4	Amendments:  This Agreement may be amended or modified only by agreement in writing signed
by both the parties hereto.



 


		8.5	Waiver:  The failure of any party at any time to require performance of any provision
hereof shall in no manner affect its right at a later time to enforce the same, and no waiver of any nature by any party, whether
by conduct or otherwise, shall be deemed to be a continuing waiver.



 


		8.6	Entire Agreement:  This Agreement sets forth the sole and entire agreement and understanding
of the parties (other than the Non-Compete Agreement and Confidentiality Agreement, which shall remain in full force and effect
after execution of this Agreement) and cancels and supersedes all prior agreements including but not limited to the Existing Agreement,
and any agreement in principle or oral statement, letter of intent, statement or understanding or guidelines of the parties to
this Agreement with respect to the subject matter of this Agreement.



 


		8.7	Choice of Law:  To the extent not preempted by Federal law, this Agreement shall be governed
by and construed and enforced in accordance with the laws of Michigan, without giving effect to the conflicts of law provisions
thereof.



 


		8.8	Severability:  If any one or more of the provisions contained in this Agreement or in
any document executed in connection herewith shall be or become invalid, illegal or unenforceable in any respect under any applicable
law, the validity, legality and enforceability of the remaining provisions contained herein or therein shall not in any way be
affected or impaired; provided, however, that in such case the parties achieve the purpose of the invalid provision by agreeing
to a new, legally, valid provision which shall become part of this Agreement or such document.



 


		8.9	Captions:  The captions and headings used to identify Paragraphs herein shall not be
used to interpret this Agreement.



 






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		8.10	Preambles:  The Preambles are part of this Agreement.



 


		8.11	Counterparts: This Agreement may be executed by the parties in separate counterparts, each of which
when so executed and delivered shall be an original, but all such counterparts shall together constitute one and the same instrument.



 


		8.12	The Consultant agrees that he shall not participate in any insurance or other employee benefit
plan offered by the Company including but not limited to workers’ compensation insurance, disability, pension, group health,
group life, savings or profit sharing plans, except as provided in Section 2.4 of this Agreement. The Consultant acknowledges and
agrees that, by reason of this Agreement, the Consultant shall be responsible for all federal, state and local employment, withholding,
income and other taxes resulting from consulting fees paid by the Company to the Consultant. The Consultant shall hold the Company
harmless from any liability or claim for the same. The Consultant understands and agrees that, as an independent contractor, the
Consultant is required to pay Federal Social Security, Medicare and other taxes, along with federal, state and/or local income
or other tax, on amounts paid to the Consultant. The Consultant understands that the Company will report the income earned by the
Consultant to the Internal Revenue Service on IRS Form 1099.



 


IN WITNESS WHEREOF, the parties hereto
have caused this Agreement to be duly executed effective as of the 31st day of October, 2013.


 


Accepted and agreed for and on behalf of:


 


	 	 	 	 
	 	Harry T. Rittenour
	 	 	 	 
	 	 	 	 
	 	By:	 	/s/ Harry T. Rittenour
	 	 	 	 
	 	Date:	 	10/31/2013
		 	 	 
	 	 	 	 
	 	 	 	 
	 	Perceptron, Inc.
	 	 	 	 
	 	 	 	 
	 	By:	 	/s/ David W. Geiss
	 	Vice President, General Counsel and Secretary 
	 	 
	 	Date:	 	10/31/2013
	 	 	 	 



 




 








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Exhibit A


RELEASE AGREEMENT


 


THIS AGREEMENT (“Agreement”)
is made by and between Harry T. Rittenour (“Employee”) and Perceptron, Inc. (the “Company”).


 


RECITALS


 


A.Employee has
terminated employment with the Company, effective November 4, 2013.


 


B.Employee has
been given the opportunity to review this Agreement, to consult with legal counsel, and to ascertain his rights and remedies.


 


C.Employee and
Company, without any admission of liability, desire to settle with finality, compromise, dispose of, and release any and all claims
and demands asserted or which could be asserted arising out of Employee’s employment at and separation from Company.


 


In consideration of
the foregoing and of the promises and mutual covenants contained herein, it is hereby agreed between Employee and Company as follows:


 


AGREEMENT


 


1.In exchange for
the good and valuable consideration set forth in that certain Agreement, made as of October 31, 2013, between the Company and Employee
(the “Consulting Agreement”), Employee hereby releases, waives and discharges any and all manner of action, causes
of action, claims, rights, charges, suits, damages, debts, demands, obligations, attorneys fees, and any and all other liabilities
or claims of whatsoever nature, whether in law or in equity, known or unknown, including, but not limited to, age discrimination
under the Age Discrimination in Employment Act of 1967 (as amended), employment discrimination prohibited by other federal, state
or local laws, and any other claims, which Employee has claimed or may claim or could claim in any local, state or federal or other
forum, against Company, its directors, officers, employees, agents, attorneys, successors and assigns as a result of or relating
to Employee’s employment at and separation from Company and as an officer of Company as a result of any acts or omissions
by Company or any of its directors, officers, employees, agents, attorneys, successors or assigns (“Covered Acts or Omissions”)
which occurred prior to the date of this Agreement; excluding only those for indemnification under the Company’s articles
of incorporation, bylaws or applicable law by reason of his service as an officer or director of the Company (“Company Indemnification
Obligations”) and those arising under the Consulting Agreement.


 


2.The Company,
for itself and for its directors, officers, employees, agents, attorneys, successors and assigns, hereby releases, waives and discharges
any and all manner of action, causes of action, claims, rights, charges, suits, damages, debts, demands, obligations, attorneys
fees, and any and all other liabilities or claims of whatsoever nature, whether in law or in equity, known or unknown, which the
Company has claimed or may claim or could claim in any local, state or federal or other forum, against Employee, as a result of
or relating to Employee’s employment at and separation from Company and as an officer of Company as a result of any acts
or omissions by the Employee which occurred prior to the date of this Agreement; excluding only those arising under the Consulting
Agreement, the Proprietary Information and Inventions Agreement dated October 28, 1996 between the Parties and Stock Option Agreements
between the Parties, those arising in connection with Company Indemnification Obligations or those arising from the Employee’s
fraud, malfeasance, willful misconduct or gross negligence. Notwithstanding the foregoing, nothing in this Agreement shall be deemed
a waiver of any rights or claims that the Company may have under any insurance policy or against any third party, other than the
Employee.


 


 



    	 



    	 



    




 


3.Employee agrees
to immediately return to Company all property, assets, manuals, materials, information, notes, reports, agreements, memoranda,
customer lists, formulae, data, know-how, inventions, trade secrets, processes, techniques, and all other assets, materials and
information of any kind or nature, belonging or pertaining to Company (“Company Information and Property”), including,
but not limited to, computer programs and diskettes or other media for electronic storage of information containing Company Information
and Property, in Employee’s possession, and Employee shall not retain copies of any such Company Information and Property.
Employee further agrees that from and after the date hereof he will not remove from Company’s offices any Company Information
and Property, nor retain possession or copies of any Company Information and Property.


 


4.Employee agrees
that he shall never make any statement that negatively affects the goodwill or good reputation of the Company, or any officer or
director of Company, except as required by law, and except that such statements may be made to members of the Board of Directors
of the Company.


 


5.Employee covenants
and agrees that he shall never commence or prosecute, or knowingly encourage, promote, assist or participate in any way, except
as required by law, in the commencement or prosecution, of any claim, demand, action, cause of action or suit of any nature whatsoever
against Company or any officer, director, employee or agent of Company (“Covered Litigation”) that is based upon any
claim, demand, action, cause of action or suit released pursuant to this Agreement or involving or based upon the Covered Acts
and Omissions.


 


6.Employee further
agrees that he has read this Agreement carefully and understands all of its terms.


 


7.Employee understands
and agrees that he was advised to consult with an attorney and did so prior to executing this Agreement.


 


8.Employee understands
and agrees that he has been given twenty-one (21) days within which to consider this Agreement.


 


9.Employee understands
and agrees that he may revoke this Agreement for a period of seven (7) calendar days following the execution of this Agreement
(the “Revocation Period”) and any payments or agreements conditioned upon his signing this Agreement shall not be paid
until the Revocation Period expires and such payments shall not be required to be paid and such agreements shall be deemed revoked
if this Agreement is revoked. This Agreement is not effective until this revocation period has expired. Employee understands that
any revocation, to be effective, must be in writing and either (a) postmarked within seven (7) days of execution of this Agreement
and addressed to Perceptron, Inc., 47827 Halyard Drive, Plymouth, Michigan 48170 or (b) hand delivered within seven (7) days of
execution of this Agreement to Perceptron, Inc., 47827 Halyard Drive, Plymouth, Michigan 48170. Employee understands that if revocation
is made by mail, mailing by certified mail, return receipt requested, is recommended to show proof of mailing.


 


 



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10.In agreeing
to sign this Agreement and separate from Company, Employee is doing so completely voluntarily and of his own free-will and without
any encouragement or pressure from Company and agrees that in doing so he has not relied on any oral statements or explanations
made by Company or its representatives.


 


11.Both parties
agree not to disclose the terms of this Agreement to any third party, except as is required by law, or as is necessary for purposes
of securing counsel from either parties’ attorneys or accountants.


 


12.This Agreement
shall not be construed as an admission of wrongdoing by Company.


 


13.This Agreement
contains the entire agreement between Employee and Company regarding the matters set forth herein. Any modification of this Agreement
must be made in writing and signed by Employee and each of the entities constituting the Company.


 


14.This Agreement
shall be governed by and construed in accordance with the domestic laws of the State of Michigan, without giving effect to any
choice of law or conflict of law provision or rule (whether of the State of Michigan or any other jurisdiction) that would cause
the application of the laws of any jurisdiction other than the State of Michigan.


 


15.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.


 


16.If there is
a breach or threatened breach of the provisions of this Agreement, Company may, in addition to other available rights and remedies,
apply to any court of competent jurisdiction for specific performance and/or injunctive relief in order to enforce, or prevent
any violation of, any of the provisions of this Agreement.


 




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The parties hereto
have entered into this Agreement as of this 31st day of October, 2013.


 


 





	 	PERCEPTRON, INC.
	 	 
	 	 	 
	 	By:  	/s/ David W. Geiss
	 	Name:	  David W. Geiss
	 	Title:	 Vice President, General Counsel & Secretary
	 	 	 
	 	EMPLOYEE
	 	 
	 	 	 
	 	/s/ Harry T. Rittenour
	 	Harry T. Rittenour







 


 






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