EXHIBIT 10.1


 


 





FIRST AMENDMENT TO

STANDSTILL AGREEMENT


 


This First Amendment to Standstill Agreement
(this “Amendment”) is effective as of November 17, 2016 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 Executive are parties
to that certain Standstill Agreement dated as of August 9, 2016 (the “Agreement”); and


 


WHEREAS, the parties wish to 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 June 1, 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.           
If there is any inconsistency or ambiguity between this Amendment and the Agreement, this Amendment shall control in all
respects.


 


3.           
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.


 


4.           
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.


 






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


 





	 	Perceptron, Inc.	 
	 	 	 	 
	 	 	 	 
	 	By: 	/s/ W. Richard Marz	 
	 	Name: W. Richard Marz	 
	 	Title: Chairman, President and CEO
	 	 	 	 
	 	 	 	 
	 	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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