Exhibit
10.9


EMPLOYMENT
AGREEMENT





THIS
AMENDED AND RESTATED EMPLOYMENT AGREEMENT dated March 3, 2009 and effective as
of January 1, 2009, between Perficient, Inc. a Delaware corporation (the
“Company”), and Jeffrey S. Davis (“Employee”).




WITNESSETH:




WHEREAS,
the Company desires that Employee continue to be employed by it and render
services to it, and Employee is willing to be so employed and to render such
services to the Company, all upon the terms and subject to the conditions
contained herein in consideration for, among other things, the Company’s
agreement to provide Employee with Confidential Information pursuant to the
terms of this Agreement, and Employee’s receipt of Confidential Information
pursuant to a relationship of trust and confidence and under conditions of
confidentiality and non use and non disclosure.




NOW,
THEREFORE, in consideration of the mutual covenants and agreements contained
herein, and other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the parties agree as follows:




1.  EMPLOYMENT.  Subject
to and upon the terms and conditions contained in this Agreement, the Company
hereby agrees to continue to employ Employee and Employee agrees to continue in
the employ of the Company, for the period set forth in paragraph 2 hereof, to
render to the Company, its affiliates and/or subsidiaries the services described
in paragraph 3 hereof.




2.  TERM.  Employee’s
term of employment under this Agreement shall be three years, commencing as of
the date hereof and continuing through and including December 31, 2011, unless
extended in writing by mutual agreement of the parties or earlier terminated
pursuant to the terms and conditions set forth herein (the “Employment
Term”).




3.  DUTIES.




(a)  Employee
shall serve as the President and Chief Operating Officer of the Company,
reporting directly to the Chief Executive Officer of the Company (the
“CEO”).  Employee shall perform all duties and services incident to
the positions held by him.




(b)  Employee
agrees to abide by all By-laws and policies of the Company promulgated from time
to time by the Company.




4.  BEST
EFFORTS.  Employee agrees to devote his full business time and
attention, as well as his best efforts, energies and skill to the discharge of
the duties and responsibilities attributable to his position.




5.  COMPENSATION.




(a)  As
compensation for his services and covenants hereunder, Employee shall receive a
base salary (“Base Salary”), payable pursuant to the Company’s normal payroll
procedures in place from time to time, at the rate of $285,000 per annum, less
all necessary and required federal, state and local payroll
deductions.  The CEO may decide, in his sole discretion, to increase
Employee’s Base Salary from time to time during the term of this
Agreement.




(b)  For each
calendar year, Employee shall be eligible to receive a bonus of up to
two-hundred percent (200%) of his Base Salary (“Target Bonus”), less all
necessary and required federal, state and local payroll
deductions.  The criteria for determining the amount of the bonus, and
the conditions that must be satisfied to entitle Employee to receive the bonus
for any year during the term of this Agreement shall be determined by the CEO,
in his sole discretion but in a manner consistent with that used to determine
Employee’s bonus in prior years.  Payment of any bonus to Employee
shall be in accordance with bonus policies established from time to time by
the




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Company.  Such
bonus will be paid not later than the March 15 immediately following the end of
the calendar year to which the bonus relates.




6.  EXPENSES.  Employee
shall be reimbursed for business expenses incurred by him which are reasonable
and necessary for Employee to perform his duties under this Agreement in
accordance with policies established from time to time by the
Company.  Employee shall receive reimbursement for other expenses
consistent with past practice and as approved by the CEO.  The
reimbursement of any such expense that is includible in gross income for federal
income tax purposes shall be paid no later than the end of the calendar year
following the calendar year in which the expense was incurred.




7.  EMPLOYEE
BENEFITS.




(a)  During
the Employment Term and any severance period hereunder, Employee shall be
entitled to participate in such group term insurance, disability insurance,
health and medical insurance benefits and retirement plans or programs as are
from time to time generally made available to executive employees of the Company
pursuant to the policies of the Company; provided that Employee shall be
required to comply with the conditions attendant to coverage by such plans and
shall comply with and be entitled to benefits only to the extent former
employees are eligible to participate in such arrangements pursuant to the terms
of the arrangement, any insurance policy associated therewith and applicable
law, and, further, shall be entitled to benefits only in accordance with the
terms and conditions of such plans. The Company may withhold from any benefits
payable to Employee all federal, state, local and other taxes and amounts as
shall be permitted or required to be withheld pursuant to any applicable law,
rule or regulation.




(b)  Employee
shall be entitled to vacation in accordance with the Company’s policies as may
be established from time to time by the Company for its executive staff, which
shall be taken at such time or times as shall be mutually agreed upon with the
Company.




8.  DEATH AND
DISABILITY.




(a)  The
Employment Term shall terminate on the date of Employee’s death, in which event
the Company shall, within 30 days of the date of death, pay to his estate,
Employee’s Base Salary, any unpaid cash bonus awards, reimbursable expenses and
benefits owing to Employee through the date of Employee’s death together with a
lump-sum equal to one year’s Base Salary and Target Bonus.  Except as
otherwise contemplated by this Agreement, Employee’s estate will not be entitled
to any other compensation upon termination of this Agreement pursuant to this
subparagraph 8(a).




(b)  The
Employment Term shall terminate upon Employee’s Disability. For purposes of this
Agreement, “Disability” shall mean that Employee is unable to engage in any
substantial gainful activity by reason of any medically determinable physical or
mental impairment which can be expected to result in death or can by expected to
last for a continuous period of not less than 12 months.  For purposes
of determining Employee’s Disability, the CEO may rely on a determination by the
Social Security Administration that Employee is totally disabled or a
determination by the Company’s disability insurance carrier that Employee has
satisfied the above definition of Disability.  In case of such
termination, Employee shall be entitled to receive his Base Salary, any unpaid
bonus awards, reimbursable expenses and benefits owing to Employee through the
date of termination within 30 days of the date of the Company’s determination of
Employee’s Disability.  In addition, the Company shall pay to Employee
an amount equal to one year’s Base Salary and Target Bonus, payable in
installments through regular payroll over the one year period commencing on the
date of the Company’s determination of Employee’s Disability.  Except
as otherwise contemplated by this Agreement, Employee will not be entitled to
any other compensation upon termination of his employment pursuant to this
subparagraph 8(b).




(c)           
In no event will the Employee or his estate have the discretion to determine the
calendar year of payment.





9.  TERMINATION
OF EMPLOYMENT.




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(a) The
Company shall have the right, upon delivery of written notice to the Employee,
to terminate the Employee’s employment hereunder prior to the expiration of the
Employment Term (i) pursuant to a Termination for Cause or (ii) pursuant to a
Without Cause Termination.  The Employee shall have the right, upon
delivery of written notice to the Company, to terminate his employment hereunder
prior to the expiration of the Employment Term pursuant to a Constructive
Termination or otherwise by providing the Company with not less than 30 days
prior written notice.




(b)  In the
event that the Company terminates the Employee’s employment pursuant to a
Without Cause Termination, or if the Employee voluntarily terminates his
employment pursuant to a Constructive Termination, then the Company shall be
obligated to pay Employee, within 30 days of the date of Employee’s termination,
in a lump-sum, his Base Salary, any unpaid bonus awards, reimbursable expenses
and benefits owing to Employee through the day on which Employee is terminated,
together with a severance payment to the Employee in an amount equal to one
year’s Base Salary and Target Bonus.  Employee shall also be entitled
to benefits pursuant to paragraph 7 hereof for the one year period commencing on
the termination date.  No other cash payments shall be made, or
benefits provided, by the Company under this Agreement in the event of a Without
Cause Termination or a Constructive Termination; provided that all stock option
grants and/or restricted stock grants previously awarded to Employee shall
immediately vest in their entirety, regardless of the satisfaction of any
conditions contained therein, in the event of a Without Cause Termination or a
Constructive Termination.  Except as otherwise contemplated by this
Agreement, Employee will not be entitled to any other compensation upon
termination of this Agreement pursuant to this subparagraph 9(b).




Notwithstanding anything in this Agreement to the
contrary (including but not limited to the provisions of Section 9 (b) or
Section 10) if the Employee is a “specified employee,” as defined in Code
Section 409A and the regulations thereunder, on the date of the Employee’s
employment is terminated, then amounts that constitute nonqualified deferred
compensation subject to Code Section 409A that would otherwise have been paid
during the six-month period immediately following the date the Employee’s
employment terminated shall be paid on the first regular payroll date
immediately following the six-month anniversary of the date the Employee’s
employment terminates, with interest on each amount for the period of the delay
at the rate of yield on U.S. Treasury Bills with the earliest maturity date that
occurs at least six months after such date of termination of employment (as
reported in the Wall Street Journal) from the such date of employment
termination to the date of actual payment.  Reimbursements or payments
directly to the service provider for health care expenses incurred during such
six month period, plus reimbursements and in kind benefits in an amount up to
the applicable dollar limit on elective deferrals to a 401(k) plan under Section
402(g)(1)(B) of the Code ($16,500 for 2009), and other amounts that do not
constitute nonqualified deferred compensation subject to Section 409A, shall not
be subject to this six month delay requirement.




(c)  In the
event that the Company terminates the Employee’s employment hereunder due to a
Termination for Cause or the Employee voluntarily terminates employment with the
Company for any reason (other than a termination of employment by the Employee
pursuant to a Constructive Termination), the Employee shall not be entitled to
any severance, except that the Company shall be obligated to pay Employee his
Base Salary, any unpaid bonus awards, reimbursable expenses and benefits owing
to Employee through the day on which Employee is terminated in a lump sum
payment within 30 days after the date of Employee’s termination of
employment.  Except as otherwise contemplated by this Agreement,
Employee will not be entitled to any other compensation upon termination of this
Agreement pursuant to this subparagraph 9(c).




(d)  For
purposes of this Agreement, the following terms have the following
meanings:




(i)  The term
“Termination for Cause” means, to the maximum extent permitted by applicable
law, a termination of the Employee’s employment by the Company attributed to (a)
the repeated or willful failure of Employee to substantially perform his duties
hereunder (other than any such failure due to physical or mental illness) that
has not been cured reasonably promptly after a written demand for substantial
performance is delivered to Employee by the CEO, which demand identifies the
manner in which the CEO believes that Employee has not substantially performed
his duties hereunder; (b) conviction of, or entering a plea of guilty or nolo contendere to a crime involving moral turpitude or dishonesty or
to any other crime that constitutes a felony; (c) Employee’s intentional
misconduct, gross negligence or material misrepresentation in the performance of
his duties to the Company; or (d) the material breach by Employee of any written
covenant or agreement with the Company




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under
this Agreement or otherwise, including, but not limited to, an agreement not to
disclose any information pertaining to the Company or not to compete with the
Company, including (without limitation) the covenants and agreements contained
in paragraph 11 hereof.




(ii)  The term
“Without Cause Termination” means a termination of the Employee’s employment by
the Company other than due to (a) a Termination for Cause, (b) Disability, (c)
the Employee’s death, or (d) the expiration of this Agreement.







(iii)  the term
“Change in Control” shall mean:




(A)  The
acquisition by one person, or more than one person acting as a group, of
ownership of stock of the Company that, together with stock held by such person
or group, constitutes more than 50% of the total fair market value or total
voting power of the stock of the Company;





(B)
The acquisition by one person, or more than one person acting as a group, of
ownership of stock of the Company, that together with stock of the Company
acquired during the twelve-month period ending on the date of the most recent
acquisition by such person or group, constitutes 30% or more of the total voting
power of the stock of the Company;





(C)  A
majority of the members of the Company’s board of directors is replaced during
any twelve-month period by directors whose appointment or election is not
endorsed by a majority of the members of the Company’s board of directors before
the date of the appointment or election;





(D)  One
person, or more than one person acting as a group, acquires (or has acquired
during the twelve-month period ending on the date of the most recent acquisition
by such person or group) assets from the Company that have a total gross fair
market value (determined without regard to any liabilities associated with such
assets) equal to or more than 40% of the total gross fair market value of all of
the assets of the Company immediately before such acquisition or
acquisitions.





Persons
will not be considered to be acting as a group solely because they purchase or
own stock of the same corporation at the same time, or as a result of the same
public offering.  However, persons will be considered to be acting as
a group if they are owners of a corporation that enters into a merger,
consolidation, purchase or acquisition of stock, or similar business transaction
with the Company.





This
definition of Change in Control shall be interpreted in accordance with, and in
a manner that will bring the definition into compliance with, the regulations
under Section 409A of the Internal Revenue Code.





(iv)  The term
“Constructive Termination” means Employee’s voluntary termination of his
employment with the Company (a) within 30 days of the appointment by the Board
of Directors of the Company of a person other than John T. McDonald or the
Employee as the Chief Executive Officer of the Company, provided that such
appointment occurs prior to a Change in Control, or (b) following (i) a
reduction in Employee’s base compensation (including benefits) of more than
fifteen percent (15%), (ii) a material reduction of Employee’s performance-based
target bonus or other incentive programs except in conjunction with a Change in
Control or, in the case of (i) and (ii) except where all officers are affected
equally, or  (iii) a relocation of Employee’s place of employment of
more than 50 miles without Employee’s consent; in each case where the condition
is not remedied / corrected by the Company within 30 days after the Employee
sends notice to the Company in writing specifying the reason why the Employee
claims there exists grounds for a Constructive Termination, and the Employee
sends the notice within one year of discovering the existence of the condition
that gives rise to a right to claim a Constructive Termination.




(v)  the
terms “termination of employment,” or “terminate the Employee’s employment,” (or
“termination” or “terminate” when used in the context of Employee’s employment)
shall mean a termination of employment with the Company and its
affiliates.  An affiliate is any corporation or other business entity
that is, along with the Company, a member of a controlled group of businesses,
as defined in Code Sections 414(b) and 414(c), provided that the language: “at
least 50 percent” shall be used instead of “at least 80
percent”


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each
place it appears in such definition.  A corporation or other business
entity is an affiliate only while a member of such controlled
group.




(e) In no event will the Employee have
the discretion to determine the calendar year of payment.







10.  CHANGE IN
CONTROL - TERMINATION OF EMPLOYMENT AND COMPENSATION IN EVENT OF
TERMINATION.




(a)  Upon the
occurrence of a Change in Control, 50% of all unvested stock option grants
and/or restricted stock grants previously awarded to Employee shall immediately
vest, regardless of the satisfaction of any conditions contained therein. In
addition, if the Company (or any successor thereto) terminates Employee’s
employment with the Company pursuant to a Without Cause Termination in
connection with or following a Change in Control, then the Employee shall be
entitled to all the benefits set forth in subparagraph 9(b).




(b)  In the
event that any part of any payment or benefit received (including, without
limitation, granting of and/or acceleration of vesting of stock options and
restricted stock) pursuant to the terms of subparagraph 10(a) (the “Change in
Control Payments) would be subject to the Excise Tax determined as provided
below, then the Employee may elect, in the sole discretion of the Employee, to
receive in-lieu of the amounts payable pursuant to paragraph 10(a) a lesser
amount equal to $100 less than 3.00 times the Employee’s “Annualized Includable
Compensation” (within the meaning of Section 280G(d)(1) of the Code) (such
amount the “Cut-Back Amount”) by eliminating the accelerated vesting to the
extent necessary to reduce the payments and benefits under subparagraph 10(a) to
the Cut-Back Amount.  Any amounts paid as a result of an election by
the Employee pursuant to this subparagraph 10(b) will be in full satisfaction of
the amounts otherwise payable to the Employee pursuant to subparagraph 10(a)
hereof.  For purposes of determining whether any of the Change in
Control Payments will be subject to the Excise Tax and the amounts of such
Excise Tax; (1) the total amount of the Change in Control Payments shall be
treated as “parachute payments” within the meaning of Section 280G(b)(2) of the
Code, and all “excess parachute payments” within the meaning of Section
280G(b)(1) of the Code shall be treated as subject to Excise Tax, except to the
extent that, in the opinion of independent counsel selected by the Company and
reasonably acceptable to the Employee (“Independent Counsel”), a Change in
Control Payment (in whole or in part) does not constitute a “parachute payment”
within the meaning of Section 280G(b)(2) of the Code, or such “excess parachute
payments” (in whole or in part) are not subject to the Excise Tax, (2) the
amount of the Change in Control Payments that shall be treated as subject to the
Excise Tax shall be equal to the lesser of (A) the total amount of the Change in
Control Payments or (B) the amount of “excess parachute payments” within the
meaning of Section 280G(b)(1) of the Code (after applying clause (1) hereof),
and (3) the value of any noncash benefits or any deferred payment or benefit
shall be determined by Independent Counsel in accordance with the principles of
Sections 280G(d)(3) and (4) of the Code.




(c)  In the
event of any change in, or further interpretation of, Sections 280G or 4999 of
the Code and the regulations promulgated thereunder, the Employee shall be
entitled, by written notice to the Company, to request an opinion of Independent
Counsel regarding the application of such change or interpretation to any of the
foregoing, and the Company shall use its best efforts to cause such opinion to
be rendered as promptly as practicable.  Any fees and expenses of
Independent Counsel incurred in connection with this Agreement shall be borne by
the Employee.




11.  DISCLOSURE
OF TRADE SECRETS AND OTHER PROPRIETARY INFORMATION; RESTRICTIVE
COVENANTS.




(a)  Employee
acknowledges that he is bound by the terms of the Company’s Confidentiality and
Intellectual Property Agreement.  The Company will provide Employee
with valuable confidential information belonging to the Company or its
subsidiaries or its affiliates above and beyond any confidential information
previously received by Employee and will associate Employee with the goodwill of
the Company or its subsidiaries or its affiliates above and beyond any prior
association of Employee with that goodwill.  In return, Employee
promises never to disclose or misuse such confidential information and never to
misuse such goodwill.  To enforce Employee’s promises in this regard,
Employee agrees to comply with the provisions of this paragraph 11.




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(b)  Employee
will not, during the Employment Term, directly or indirectly, as an employee,
employer, consultant, agent, principal, partner, manager, stockholder, officer,
director, or in any other individual or representative capacity, engage in or
participate in any other business that is competitive with the business of
providing information technology software consulting services. The ownership by
Employee of 5% or less of the issued and outstanding shares of a class of
securities which is traded on a national securities exchange or in the
over-the-counter market, shall not cause Employee to be deemed a stockholder
under this subparagraph 11(b) or constitute a breach of this subparagraph
11(b).




(c)  Employee
will not, during the Employment Term and for a period of 60 months thereafter,
directly or indirectly, work in the United States as an employee, employer,
consultant, agent, principal, partner, manager, stockholder, officer, director,
or in any other individual or representative capacity for any person or entity
who is competitive with the business of providing information technology
software consulting services.  The ownership by Employee of 5% or less
of the issued and outstanding shares of a class of securities which is traded on
a national securities exchange or in the over-the-counter market, shall not
cause Employee to be deemed a stockholder under this subparagraph 11(c) or
constitute a breach of this subparagraph 11(c).




(d)  Employee
will not, during the Employment Term and for a period of 60 months thereafter,
on his behalf or on behalf of any other business enterprise, directly or
indirectly, under any circumstance other than at the direction and for the
benefit of the Company, (i) solicit for employment or hire any person employed
by the Company or any of its subsidiaries, or (ii) call on, solicit, or take
away any person or entity who was a customer of the Company or any of its
subsidiaries or affiliates during Employee’s employment with the Company, in
either case for a business that is competitive with the business of providing
information technology software consulting services.




(e)  It is
expressly agreed by Employee that the nature and scope of each of the provisions
set forth above in this paragraph 11 are reasonable and necessary. If, for any
reason, any aspect of the above provisions as it applies to Employee is
determined by a court of competent jurisdiction to be unreasonable or
unenforceable under applicable law, the provisions shall be modified to the
extent required to make the provisions enforceable.  Employee
acknowledges and agrees that his services are of unique character and expressly
grants to the Company or any subsidiary or affiliate of the Company or any
successor of any of them, the right to enforce the above provisions through the
use of all remedies available at law or in equity, including, but not limited
to, injunctive relief.




12.  COMPANY
PROPERTY.




(a)  Any
patents, inventions, discoveries, applications or processes designed, devised,
planned, applied, created, discovered or invented by Employee during the
Employment Term, regardless of when reduced to writing or practice, which
pertain to any aspect of the Company’s or its subsidiaries’ or affiliates’
business as described above shall be the sole and absolute property of the
Company, and Employee shall promptly report the same to the Company and promptly
execute any and all documents that may from time to time reasonably be requested
by the Company to assure the Company the full and complete ownership
thereof.




(b)  All
records, files, lists, including computer generated lists, drawings, documents,
equipment and similar items relating to the Company’s business which Employee
shall prepare or receive from the Company shall remain the Company’s sole and
exclusive property. Upon termination of this Agreement, Employee shall promptly
return to the Company all property of the Company in his possession. Employee
further represents that he will not copy or cause to be copied, print out or
cause to be printed out any software, documents or other materials originating
with or belonging to the Company. Employee additionally represents that, upon
termination of his employment with the Company, he will not retain in his
possession any such software, documents or other materials.




13.  EQUITABLE
RELIEF.  It is mutually understood and agreed that Employee’s services
are special, unique, unusual, extraordinary and of an intellectual character
giving them a peculiar value, the loss of which
cannot be reasonably or adequately compensated in damages in an action at law.
Accordingly, in the event of any breach of this Agreement by Employee,
including, but not limited to, the breach of any of the provisions of paragraphs
11 or 12 hereof, the Company shall be entitled to equitable relief by way of
injunction or otherwise in addition to any damages which the Company may be
entitled to recover.




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14.  CONSENT
TO TEXAS JURISDICTION AND VENUE.  The Employee hereby consents and
agrees that state courts located in Travis County, Texas and the United States
District Court for the Western District of Texas each shall have personal
jurisdiction and proper venue with respect to any dispute between the Employee
and the Company. In any dispute with the Company, the Employee will not raise,
and hereby expressly waives, any objection or defense to any such jurisdiction
as an inconvenient forum.




15.  NOTICE.  Except
as otherwise expressly provided, any notice, request, demand or other
communication permitted or required to be given under this Agreement shall be in
writing, shall be sent by one of the following means to the Employee at his
address set forth on the signature page of this Agreement and to the Company at
1120 South Capital of Texas Highway, Building 3, Suite 220, Austin, Texas 78746,
Attention: Chief Executive Officer (or to such other address as shall be
designated hereunder by notice to the other parties and persons receiving
copies, effective upon actual receipt), and shall be deemed conclusively to have
been given: (a) on the first business day following the day timely deposited
with Federal Express (or other equivalent national overnight courier) or United
States Express Mail, with the cost of delivery prepaid or for the account of the
sender; (b) on the fifth business day following the day duly sent by certified
or registered United States mail, postage prepaid and return receipt requested;
or (c) when otherwise actually received by the addressee on a business day (or
on the next business day if received after the close of normal business hours or
on any non-business day).




16.  INTERPRETATION;
HEADINGS.  The parties acknowledge and agree that the terms and
provisions of this Agreement have been negotiated, shall be construed fairly as
to all parties hereto, and shall not be construed in favor of or against any
party. The paragraph headings contained in this Agreement are for reference
purposes only and shall not affect the meaning or interpretation of this
Agreement.




17.  SUCCESSORS
AND ASSIGNS; ASSIGNMENT; INTENDED BENEFICIARIES.  Neither this
Agreement, nor any of Employee’s rights, powers, duties or obligations
hereunder, may be assigned by Employee. This Agreement shall be binding upon and
inure to the benefit of Employee and his heirs and legal representatives and the
Company and its successors. Successors of the Company shall include, without
limitation, any corporation or corporations acquiring, directly or indirectly,
all or substantially all of the assets of the Company, whether by merger,
consolidation, purchase, lease or otherwise, and such successor shall thereafter
be deemed “the Company” for the purpose hereof.




18.  NO WAIVER
BY ACTION.  Any waiver or consent from the Company respecting any term
or provision of this Agreement or any other aspect of the Employee’s conduct or
employment shall be effective only in the specific instance and for the specific
purpose for which given and shall not be deemed, regardless of frequency given,
to be a further or continuing waiver or consent. The failure or delay of the
Company at any time or times to require performance of, or to exercise any of
its powers, rights or remedies with respect to, any term or provision of this
Agreement or any other aspect of the Employee’s conduct or employment in no
manner (except as otherwise expressly provided herein) shall affect the
Company’s right at a later time to enforce any such term or
provision.




19.  COUNTERPARTS;
TEXAS GOVERNING LAW; AMENDMENTS; ENTIRE AGREEMENT; SURVIVAL OF
TERMS.  This Agreement may be executed in two counterpart copies, each
of which may be executed by one of the parties hereto, but all of which, when
taken together, shall constitute a single agreement binding upon all of the
parties hereto. This Agreement and all other aspects of the Employee’s
employment shall be governed by and construed in accordance with the applicable
laws pertaining in the State of Texas (other than those that would defer to the
substantive laws of another jurisdiction). Each and every modification and
amendment of this Agreement shall be in writing and signed by the parties
hereto, and any waiver of, or consent to any departure from, any term or
provision of this Agreement shall be in writing and signed by each affected
party hereto. This Agreement contains the entire agreement of the parties and
supersedes all prior representations, agreements and understandings, oral or
otherwise, between the parties with respect to the matters contained
herein.  In the event of any conflict between this Agreement and any
Award Agreement, this Agreement shall control.  Paragraphs 9 through
13 hereof (and paragraphs 14 through 19 hereof as they may apply to such
paragraphs) shall survive the expiration or termination of this Agreement for
any reason.









[Signature
page follows.]




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IN
WITNESS WHEREOF, the parties have executed this Employment Agreement as of the
date first above written.




PERFICIENT, INC.











By:  /s/ John T.
McDonald


Name:  John T.
McDonald


Title:  Chief Executive
Officer








/s/ Jeffrey S.
Davis


Jeffrey S. Davis,
Individually


Address:        520 Maryville Centre Drive,
Suite 400


St. Louis,
MO  63141








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