Exhibit 10.1


 





THIRD AMENDMENT TO

STANDSTILL AGREEMENT


 


This Third Amendment to Standstill Agreement
(this “Amendment”) is effective as of December 18, 2017 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 Holders are parties
to that certain Standstill Agreement dated as of August 9, 2016, as amended by the First Amendment to Standstill Agreement dated
as of November 17, 2016 and the Second Amendment to Standstill Agreement dated as of May 31, 2017 (the “Agreement”);
and


 


WHEREAS, the parties wish to further 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 30, 2018, 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.


 


[Signature Page Follows]


 






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


 


Perceptron,
Inc.


 


 


By: /s/ David L. Watza


Name: David L. Watza


Title: President and Chief Executive Officer


 


 


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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