longtermincentiveplan.htm


    

      PERFICIENT,
INC.

      2009
LONG-TERM INCENTIVE PLAN

      


      


      SECTION
1. PURPOSE.  Perficient,
Inc. previously adopted the Perficient, Inc. 1999 Stock Option/Stock Issuance
Plan (the "Plan") to encourage employees, directors and other persons providing
significant services to Perficient, Inc. and its subsidiaries to acquire a
proprietary and vested interest in the growth and performance of the Company, to
generate an increased incentive to contribute to the Company's future success
and prosperity, thus enhancing the value of the Company for the benefit of share
owners, and to enhance the ability of the Company to attract and retain
individuals of exceptional managerial talent upon whom, in large measure, the
sustained progress, growth and profitability of the Company
depends.  The following provisions constitute an amendment and
restatement of the Plan, which on and after the Effective Date shall be known as
the "Perficient, Inc. 2009 Long-Term Incentive Plan".  The amended and
restated Plan shall apply to Awards granted on or after the Effective
Date.

       

      SECTION
2. DEFINITIONS.  As
used in the Plan, the following terms shall have the meanings set forth
below:

       

      (a) "Acquiring
Person" means any person (any individual, firm, corporation or other entity) who
or which, together with all Affiliates and Associates, has acquired or obtained
the right to acquire the beneficial ownership of fifty percent (50%) or more of
the Shares then outstanding.

       

      (b) "Affiliate"
and "Associate" shall have the respective meanings ascribed to such terms in
Rule 12b-2 of the General Rules and Regulations under the Exchange
Act.

       

      (c) "Award"
shall mean any Option, Stock Appreciation Right, Restricted Share Award,
Performance Share, Performance Unit, Other Stock Unit Award, or any other right,
interest, or option relating to Shares or other securities of the Company
granted pursuant to the provisions of the Plan.

       

      (d) "Award
Agreement" shall mean any written agreement, contract, or other instrument or
document evidencing any Award granted by the Committee hereunder and signed by
both the Company and the Participant.

       

      (e) "Beneficiary"
means the person or persons to whom an Award is transferred by his or her will
or by the laws of descent and distribution of the state in which the Participant
resided at the time of his or her death.

       

      (f) "Board"
shall mean the Board of Directors of Perficient, Inc.

       

      (g) "Cause"
shall mean any of the following events, as determined by the
Committee:

       

      (1) The
commission of an act which, if proven in a court of law, would constitute a
felony violation under applicable criminal laws;

       


      
        
           


        

        
          
            

          

        

        
           


        

      


      (2) A breach
of any material duty or obligation imposed upon the Participant by the
Company;

       

      (3) Divulging
the Company's confidential information, or breaching or causing the breach of
any confidentiality agreement to which the Participant or the Company is a
party;

       

      (4) Engaging
or assisting others to engage in business in competition with the
Company;

       

      (5) Refusal
to follow a lawful order of the Participant's superior or other conduct which
the Board or the Committee determines to represent insubordination on the part
of the Participant; or

       

      (6) Other
conduct by the Participant which the Board or the Committee, in its discretion,
deems to be sufficiently injurious to the interests of the Company to constitute
cause.

       

      (h) "Code"
shall mean the Internal Revenue Code of 1986, as amended from time to time, and
any successor thereto.

       

      (i) "Committee"
shall mean the Compensation Committee of the Board, composed of no fewer than
three directors, each of whom is a Non-Employee Director, an "outside director"
within the meaning of Section 162(m) of the Code and an "independent director"
within the meaning of applicable standards of the National Association of
Securities Dealers, Inc. ("NASD") or any national securities exchange upon which
the Shares are traded.

       

      (j) "Company"
shall mean Perficient, Inc., its subsidiaries and/or Affiliates.

       

      (k) "Covered
Employee" shall mean a "covered employee" within the meaning of Section
162(m)(3) of the Code.

       

      (l) "Disability"
means, with respect to an Employee, disability as defined under the Company's
long term disability insurance plan under which such Employee is then covered
and, with respect to any other Participant, has the meaning set forth in Section
22(e)(3) of the Code, as determined by the Committee in its sole
discretion.

       

      (m) "Effective
Date" shall have the meaning set forth in Section 16 hereof.

       

      (n) "Employee"
shall mean any employee of the Company or of any Affiliate.

       

      (o) "Exchange
Act" shall mean the Securities Exchange Act of 1934, as amended from time to
time, and any successor thereto.

       

      (p) "Executive
Employment Agreement" shall mean an employment agreement existing on the
Effective Date between the Company and any of the Chairman and Chief Executive
Officer, the President and Chief Operating Officer or the Chief Financial
Officer, and shall also mean an employment agreement or separation agreement
entered into after the

       


      
        
           


        

        
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      Effective
Date between the Company and any employee hired into one of the foregoing
positions or a comparable position.

       

      (q) "Fair
Market Value" shall mean (i) with respect to a Share, the last reported sale
price of a Share on the date of determination, or on the most recent date on
which the Share is traded prior to that date, as reported on the Nasdaq National
Market, and (ii) with respect to any other property, the fair market value of
such property determined by such methods or procedures as shall be established
from time to time by the Committee.

       

      (r) "Incentive
Stock Option" shall mean an Option granted under Section 6 hereof that is
intended to meet the requirements of Section 422 of the Code or any successor
provision thereto.  Only Employees may be awarded Incentive Stock
Options.

       

      (s) "Involuntary
Termination for Economic Reasons" means that the Participant's Termination Date
occurs due to involuntary termination of employment by the Company by reason of
a corporate restructuring, a disposition or acquisition of a business or
facility, or a downsizing or layoff, as determined by the Company's Chief
Executive Officer, in his sole discretion, or by the Committee in the case of a
Participant subject to Section 16 of the Exchange Act.

       

      (t) "Legacy
Sales Award" shall mean an award with a value of $100,000 or less made pursuant
to a sales award program existing on the Effective Date.

       

      (u) "Non-Employee
Directors" shall mean individuals who qualify as such within the meaning of Rule
16b-3 under the Exchange Act (or any successor definition thereto).

       

      (v) "Nonstatutory
Stock Option" shall mean an Option granted under Section 6 hereof that is not
intended to be an Incentive Stock Option.

       

      (w) "Option"
shall mean any right granted to a Participant under the Plan allowing such
Participant to purchase Shares at such price or prices and during such period or
periods as the Committee shall determine.

       

      (x) "Other
Stock Unit Awards" shall mean Awards of Shares and other Awards that are valued
in whole or in part by reference to, or are otherwise based on, Shares or other
property, other than Awards which are Options, Stock Appreciation Rights,
Restricted Share Awards, Performance Shares or Performance Units.

       

      (y) "Participant"
shall mean an Employee or director of, or a consultant or other person providing
significant services to, the Company who is selected by the Committee to receive
an Award under the Plan.

       

      (z) "Performance
Award" shall mean any Award of Performance Shares or Performance Units pursuant
to Section 9 hereof.

       

      (aa) "Performance
Period" shall mean that period established by the Committee at the time any
Performance Award is granted or at any time thereafter during which any
performance goals specified by the Committee with respect to such Award are to
be measured.

       

       

      
        
          
          

        

        
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      (bb) "Performance
Share" shall mean any grant pursuant to Section 9 hereof of a unit valued by
reference to a designated number of Shares, which value may be paid to the
Participant by delivery of such property as the Committee shall determine,
including, without limitation, cash, Shares, or any combination thereof, upon
achievement of such performance goals during the Performance Period as the
Committee shall establish at the time of such grant or thereafter.

       

      (cc) "Performance
Unit" shall mean any grant pursuant to Section 9 hereof of a unit valued by
reference to a designated amount of property other than Shares, which value may
be paid to the Participant by delivery of such property as the Committee shall
determine, including, without limitation, cash, Shares, or any combination
thereof, upon achievement of such performance goals during the Performance
Period as the Committee shall establish at the time of such grant or
thereafter.

       

      (dd) "Person"
shall mean any individual, corporation, partnership, association, joint-stock
company, company, unincorporated organization, limited liability company, other
entity or government or political subdivision thereof.

       

      (ee) "Prior
Stock Plans" shall mean the Perficient, Inc. 1999 Stock Options/Stock Issuance
Plan.

       

      (ff) "Restricted
Share" shall mean any Share issued with the restriction that the holder may not
sell, transfer, pledge, or assign such Share and with such other restrictions as
the Committee, in its sole discretion, may impose (including, without
limitation, any restriction on the right to vote such Share, and the right to
receive any cash dividends), which restrictions may lapse separately or in
combination at such time or times, in installments or otherwise, as the
Committee may deem appropriate.

       

      (gg) "Restricted
Share Award" shall mean an award of Restricted Shares under Section 8
hereof.

       

      (hh) "Retirement"
means a Participant's Termination Date which occurs (i) pursuant to a voluntary
early retirement program approved by the Board or the Committee, (ii) after
attaining age 65, or (iii) after attaining age 60 with ten or more years of
service with the Company.  For this purpose, a year of service shall
be a completed 12-month period of service beginning on the first day of the
Participant's service with the Company as an employee or director, or an
anniversary of such date.

       

      (ii) "Shares"
shall mean shares of common stock, par value $0.001 per share, of Perficient,
Inc. and such other securities of the Company as the Committee may from time to
time determine.

       

      (jj) "Stock
Appreciation Right" shall mean any right granted to a Participant pursuant to
Section 7 hereof to receive, upon exercise by the Participant, the excess of (i)
the Fair Market Value of one Share on the date of exercise over (ii) the grant
price of the right on the date of grant, or if granted in connection with an
outstanding Option on the date of grant of the related Option, as specified by
the Committee in its sole discretion, which shall not be less than the Fair
Market Value of one Share on such date of grant of the right or the related
Option, as the case

       

       

      
        
          
          

        

        
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      may
be.  Any payment by the Company in respect of such right may be made
in cash, Shares, other property, or any combination thereof, as the Committee,
in its sole discretion, shall determine.

       

      (kk) "Ten
Percent Shareholder" means a person who owns (after taking into account the
attribution rules of Section 424(b) of the Code or any successor provision
thereto) more than 10% of the combined voting power of all classes of shares
beneficial interest of the Company.

       

      (ll) "Termination
of Employment" means the date a Participant separates from service with the
Company and under Section 409A of the Code (generally, a decrease in the
performance of services to no more than 20% of the average of the preceding 36
month period, and disregarding leave of absences up to six months where there is
reasonable expectation the Participant will return).

       

      SECTION
3. ADMINISTRATION.

       

      (a) AUTHORITY
OF COMMITTEE.  The Plan shall be administered by the Committee. The
Committee shall have full power and authority, subject to such orders or
resolutions not inconsistent with the provisions of the Plan as may from time to
time be adopted by the Board, to: (i) select the Participants to whom Awards may
from time to time be granted hereunder; (ii) determine the type or types of
Award to be granted to each Participant hereunder; (iii) determine the number of
Shares to be covered by each Award granted hereunder; (iv) determine the terms
and conditions, not inconsistent with the provisions of the Plan, of any Award
granted hereunder; (v) determine whether, to what extent and under what
circumstances Awards may be settled in cash, Shares or other property or
canceled or suspended; (vi) determine whether, to what extent and under what
circumstances cash, Shares and other property and other amounts payable with
respect to an Award under this Plan shall be deferred either automatically or at
the election of the Participant; (vii) interpret and administer the Plan and any
instrument or agreement entered into under the Plan; (viii) establish such rules
and regulations and appoint such agents as it shall deem appropriate for the
proper administration of the Plan; and (ix) make any other determination and
take any other action that the Committee deems necessary or desirable for
administration of the Plan.  Decisions of the Committee shall be
final, conclusive and binding upon all persons, including the Company, any
Participant, and shareholder, and any Employee, director or consultant of the
Company or of any Affiliate.

       

      (b) DELEGATION.  The
Committee may delegate to the Company's Chief Executive Officer the authority to
grant Awards to Participants, other than Participants who are subject to Section
16 of the Exchange Act, and to determine the terms and conditions of such
Awards, subject to the limitations of the Plan and such other limitations and
guidelines as the Committee may deem appropriate.

       

      SECTION
4. DURATION
OF, AND SHARES SUBJECT TO PLAN.

       

      (a) TERM.  The
Plan shall remain in effect until terminated by the Board, provided, however,
that no Award may be granted under the Plan more than ten (10) years after the
Effective Date, but any Award theretofore granted may extend beyond that
date.

       


      
        
           


        

        
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      (b) SHARES
SUBJECT TO THE PLAN.  The maximum number of Shares in respect for
which Awards may be granted under the Plan, subject to adjustment as provided in
Section 4(c) of the Plan, is (i) 1,500,000 plus (ii) the number of Shares that
remained available for issuance under the Prior Stock Plan as of the Effective
Date.  No further awards shall be made under the Prior Stock Plans
after the Original Effective Date.  No Participant may be granted
Awards in any one calendar year with respect to more than 600,000
Shares.  The maximum amount payable in cash to a Covered Employee for
any calendar year with respect to any Award subject to Section 13 shall be
$1,000,000.

       

      For the
purpose of computing the total number of Shares available for Awards under the
Plan, there shall be counted against the foregoing limitations the number of
Shares subject to issuance upon exercise or settlement of Awards as of the dates
on which such Awards are granted.  Shares which were previously
subject to Awards shall not again be available for Awards under the Plan if any
such Awards are forfeited, terminated, expire unexercised, settled in cash or
exchanged for other Awards, or if the Shares subject thereto can otherwise no
longer be issued. Further, any Shares which are used as full or partial payment
to the Company by a Participant of the purchase price of Shares or the tax
withholding requirement with respect to any Awards granted under the Plan shall
not be available for Awards under the Plan.  If a Stock Appreciation
Right is settled in Shares, Shares that are in excess of the net Shares
delivered on exercise of such Stock Appreciation Right shall not be added back
to the number of Shares available for future Awards under the Plan.

       

      Shares
which may be issued under the Plan may be either authorized and unissued shares
or issued shares which have been reacquired by the Company.  No
fractional shares shall be issued under the Plan.

       

      (c) CHANGES
IN SHARES.  In the event of any merger, reorganization, consolidation,
recapitalization, stock dividend, stock split, reverse stock split, spin off or
similar transaction or other change in corporate structure affecting the Shares,
the Committee shall make equitable adjustments and substitutions with respect to
(i) the aggregate number, class and kind of Shares which may be delivered under
the Plan, in the aggregate or to any one Participant, (ii) the number, class,
kind and option or exercise price of Shares subject to outstanding Options,
Stock Appreciation Rights or other Awards granted under the Plan, and (iii) the
number, class and kind of Shares subject to, Awards granted under the Plan
(including, if the Committee deems appropriate, the substitution of similar
options to purchase the shares of, or other awards denominated in the shares of,
another company).  The Committee shall have the sole discretion to
determine the manner of such equitable adjustment or substitution, provided that
the number of Shares or other securities subject to any Award shall always be a
whole number.

       

      SECTION
5. ELIGIBILITY.  Any
Employee, director, consultant or other person providing material services to
the Company shall be eligible to be selected as a Participant.

       

      SECTION
6. STOCK
OPTIONS.  Options may be granted hereunder to Participants either
alone or in addition to other Awards granted under the Plan.  Any
Option granted under the Plan shall be evidenced by an Award Agreement in such
form as the Committee may from time to time approve.  Any such Option
shall be subject to the following terms and conditions and to

       


      
        
           


        

        
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      such
additional terms and conditions, not inconsistent with the provisions of the
Plan, as the Committee shall deem desirable:

       

      (a) OPTION
PRICE.  The purchase price per Share purchasable under an Option shall
be determined by the Committee in its sole discretion; provided that (i) such
purchase price shall not be less than the Fair Market Value of the Share on the
date of the grant of the Option, and (ii) such purchase price for an Incentive
Stock Option granted to a Ten Percent Shareholder shall be not less than 110% of
the Fair Market Value of the Share on the date of grant of the
Option.

       

      (b) OPTION
PERIOD.  The term of each Option shall be fixed by the Committee in
its sole discretion; provided that (i) no Option shall be exercisable after the
expiration of ten years from the date the Option is granted, and (ii) no
Incentive Stock Option granted to a Ten Percent Shareholder shall be exercisable
after the expiration of five years from the date the Option is
granted.

       

      (c) EXERCISABILITY.  Options
shall be exercisable at such time or times as determined by the Committee at or
subsequent to grant.  Unless an Executive Employment Agreement
otherwise so provides, no Option shall become fully exercisable prior to the
third anniversary of the grant.  No Incentive Stock Option shall be
exercisable during the year ending on the day before the first anniversary date
of the granting of the Incentive Stock Option, unless an Executive Employment
Agreement otherwise so provides.

       

      (d) METHOD OF
EXERCISE.  Subject to the other provisions of the Plan and any
applicable Award Agreement, any Option may be exercised by the Participant in
whole or in part at such time or times, and the Participant may make payment of
the option price in such form or forms, including, without limitation, payment
by delivery of cash, Shares or other consideration (including, where permitted
by law and the Committee, Awards) having a Fair Market Value on the exercise
date equal to the total option price, or by any combination of cash, Shares and
other consideration as the Committee may specify in the applicable Award
Agreement.

       

      (e) INCENTIVE
STOCK OPTIONS.  In accordance with rules and procedures established by
the Committee, the aggregate Fair Market Value (determined as of the time of
grant) of the Shares with respect to which Incentive Stock Options held by any
Participant which are exercisable for the first time by such Participant during
any calendar year under the Plan (and under any other benefit plans of the
Company or of any parent or subsidiary corporation of the Company) shall not
exceed $100,000 or, if different, the maximum limitation in effect at the time
of grant under Section 422 of the Code, or any successor provision, and any
regulations promulgated thereunder.  The terms of any Incentive Stock
Option granted hereunder shall comply in all respects with the provisions of
Section 422 of the Code, or any successor provision, and any regulations
promulgated thereunder.  An Incentive Stock Option must be exercised
within three months following the Participant's termination of employment with
the Company, or within twelve months if such termination is by reason of death
or Disability. If for any reason an Option intended to be an Incentive Stock
Option fails to satisfy the requirements of Section 422 of the Code, such Option
will automatically convert to a Nonstatutory Stock Option.

       


      
        
           


        

        
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      (f) REPRICING.  Except
in connection with a corporate transaction involving the Company (including,
without limitation, any stock dividend, stock split, extraordinary cash
dividend, recapitalization , reorganization, merger, consolidation, split-up,
spin-off, combination, or exchange of shares), the terms of outstanding Awards
may not be amended to reduce the exercise price of outstanding Options or Stock
Appreciation Rights or cancel outstanding Options or Stock Appreciation Rights
in exchange for cash, other Awards or Options or Stock Appreciation Rights with
an exercise price that is less than the exercise price of the original Options
or Stock Appreciation Rights, without the approval of the Company's
shareholders.

       

      (g) DIVIDEND
EQUIVALENTS.  No dividend equivalent units shall be awarded in
connection with any Option.

       

      SECTION
7. STOCK
APPRECIATION RIGHTS.  Stock Appreciation Rights may be granted
hereunder to Participants either alone or in addition to other Awards granted
under the Plan and may, but need not, relate to a specific Option granted under
Section 6.  Each Share subject to a Stock Appreciation Right shall
have an exercise price of not less than Fair Market Value of a Share on the date
of grant of the Stock Appreciation Right.  The term of the Stock
Appreciation Right shall be fixed by the Committee in its sole discretion,
provided that no Stock Appreciation Right shall be exercisable after the
expiration of ten years from the date the Stock Appreciation Right is
granted.  No Stock Appreciation Right shall be fully vested or become
fully exercisable prior to the third anniversary of the grant date, unless an
Executive Employment Agreement otherwise so provides.  The Committee,
in its sole discretion, shall establish or impose such other terms and
conditions with respect to Stock Appreciation Rights as it shall deem
appropriate, which need not be the same with respect to each
recipient.

       

      Any Stock
Appreciation Right related to a Nonstatutory Stock Option may be granted at the
same time such Option is granted or at any time thereafter before exercise or
expiration of such Option.  Any Stock Appreciation Right related to an
Incentive Stock Option must be granted at the same time such Option is granted,
and may be exercised only if and when the Fair Market Value of the Shares
subject to the Incentive Stock Option exceeds the aggregate purchase price for
the Option.  In the case of any Stock Appreciation Right related to
any Option, the Stock Appreciation Right or applicable portion thereof shall
terminate and no longer be exercisable upon the termination or exercise of the
related Option, except that a Stock Appreciation Right granted with respect to
less than the full number of Shares covered by a related Option shall not be
reduced until the exercise or termination of the related Option exceeds the
number of shares not covered by the Stock Appreciation Right.  Any
Option related to any Stock Appreciation Right shall no longer be exercisable to
the extent the related Stock Appreciation Right has been
exercised.  No dividend equivalent units shall be awarded in
connection with any Stock Appreciation Right.

       

      SECTION
8. RESTRICTED
SHARES.

       

      (a) ISSUANCE.  Restricted
Share Awards may be issued hereunder to Participants, for no cash consideration
or for such minimum consideration as may be required by applicable law, either
alone or in addition to other Awards granted under the Plan.  The
restrictions on a Restricted Share Award issued pursuant to a Performance Award
(other than a Legacy Sales Award) shall not lapse prior to the first anniversary
of the grant date.  The restrictions on a non-

       

       

      
        
          
          

        

        
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      performance
based Restricted Share Award shall not lapse as to all shares subject to the
award prior to the third  anniversary of the grant date; provided that
such restrictions may lapse prior to the third anniversary if an Executive
Employment Agreement so provides.  The provisions of Restricted Share
Awards need not be the same with respect to each recipient.

       

      (b) REGISTRATION.  Any
Restricted Shares issued hereunder may be evidenced in such manner as the
Committee in its sole discretion shall deem appropriate, including, without
limitation, book-entry registration or issuance of a stock certificate or
certificates.  In the event any stock certificate is issued in respect
of Restricted Shares awarded under the Plan, such certificate shall be
registered in the name of the Participant, and shall bear an appropriate legend
referring to the terms, conditions, and restrictions applicable to such
Award.

       

      (c) FORFEITURE.  Except
as set forth in Section 11 or otherwise determined by the Committee at the time
of grant, upon a Participant's Termination Date for any reason during the
restriction period, all Restricted Shares still subject to restriction shall be
forfeited by the Participant and reacquired by the Company; provided that the
Committee may, in its sole discretion, when it finds that a waiver would be in
the best interests of the Company, waive in whole or in part any or all
remaining restrictions with respect to such Participant's Restricted Shares,
except for Restricted Share Awards that are intended to comply with the
performance-based compensation requirements of Section
13.  Unrestricted Shares, evidenced in such manner as the Committee
shall deem appropriate, shall be issued to the grantee promptly after the period
of forfeiture, as determined or modified by the Committee, shall
expire.

       

      (d) DIVIDENDS.  No
dividends or dividend equivalents shall be paid with respect to any Restricted
Share while such Restricted Share is subject to restriction.

       

      SECTION
9. PERFORMANCE
AWARDS.  Performance Awards may be issued hereunder to Participants,
for no cash consideration or for such minimum consideration as may be required
by applicable law, either alone or in addition to other Awards granted under the
Plan, provided that the Performance Period for any Performance Award payable in
Shares (other than a Legacy Sales Award) shall not be less than one
year.  The performance criteria to be achieved during any Performance
Period and the length of the Performance Period shall be determined by the
Committee upon the grant of each Performance Award.  Except as
provided in Section 12, Performance Awards will be distributed only after the
end of the relevant Performance Period.  Performance Awards may be
paid in cash, Shares, other property or any combination thereof, in the sole
discretion of the Committee at the time of payment.  The performance
levels to be achieved for each Performance Period and the amount of the Award to
be distributed shall be conclusively determined by the
Committee.  Performance Awards may be paid in a lump sum or in
installments following the close of the Performance Period. Subject to the
provisions of the Plan, the Committee shall have sole and complete authority to
determine the Participants to whom and the time or times at which such Awards
shall be made, and all other conditions of the Awards.  The provisions
of Performance Awards need not be the same with respect to each
recipient.  No dividend equivalent units shall be awarded in
connection with any Performance Award.

       

      SECTION
10. OTHER
STOCK UNIT AWARDS.

       


      
        
           


        

        
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      (a) STOCK AND
ADMINISTRATION.  Other Stock Unit Awards may be granted hereunder to
Participants, either alone or in addition to other Awards granted under the
Plan.  Other Stock Unit Awards may be paid in Shares, other securities
of the Company, cash or any other form of property as the Committee shall
determine. Subject to the provisions of the Plan, the Committee shall have sole
and complete authority to determine the Participants to whom and the time or
times at which such Awards shall be made, the number of shares of Stock to be
granted pursuant to such Awards, and all other conditions of the
Awards.  No Stock Unit Award shall fully vest prior to the third
anniversary of the grant date, unless an Executive Employment Agreement
otherwise so provides.  The provisions of Other Stock Unit Awards need
not be the same with respect to each recipient.

       

      (b) TERMS AND
CONDITIONS.  Shares (including securities convertible into Shares)
granted under this Section 10 may be issued for no cash consideration or for
such minimum consideration as may be required by applicable law; Shares
(including securities convertible into Shares) purchased pursuant to a purchase
right awarded under this Section 10 shall be purchased for such consideration as
the Committee shall in its sole discretion determine, which shall not be less
than the Fair Market Value of such Shares or other securities as of the date
such purchase right is awarded.  No dividend equivalent units shall be
awarded in connection with any Stock Unit Award.

       

      SECTION
11. EFFECT OF
TERMINATION DATE.

       

      The
Committee shall have the discretion to establish terms and conditions relating
to the effect of the Participant's Termination Date on Awards under the
Plan.  Unless the Committee determines otherwise with respect to any
individual Award, as stipulated in the applicable Award Agreement, the following
provisions shall apply to Options, Stock Appreciation Rights and Restricted
Shares on a Participant's Termination Date.

       

      (a) DEATH,
DISABILITY, RETIREMENT.  If the Participant's Termination Date occurs
for reasons of death, Disability or Retirement, (i) the restriction period with
respect to any Restricted Shares shall lapse, and (ii) the Participant's
outstanding Options and Stock Appreciation Rights shall immediately vest in full
and may thereafter be exercised in whole or in part by the Participant (or the
duly appointed fiduciary of the Participant's estate or Beneficiary in the case
of death, or conservator of the Participant's estate in the case of Disability)
at any time prior to the expiration of the respective terms of the Options or
Stock Appreciation Rights, as applicable.

       

      (b) INVOLUNTARY
TERMINATION FOR ECONOMIC REASONS.  If the Participant's Termination
Date occurs by reason of Involuntary Termination for Economic Reasons, the
Participant may exercise his or her Options and Stock Appreciation Rights, to
the extent vested, at any time prior to the earlier of (i) the date which is 6
months after such Termination Date, or (ii) the expiration of the respective
terms of the Options or Stock Appreciation Rights.

       

      If the
Participant dies after the Termination Date while his or her Options or Stock
Appreciation Rights remain exercisable under this paragraph (b), the duly
appointed fiduciary of the Participant's estate or his or her Beneficiary may
exercise the Options and Stock

       

       

      
        
          
          

        

        
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      Appreciation
Rights (to the extent that such Options and Stock Appreciation Rights were
vested and exercisable prior to death), at any time prior to the later of the
date which is (i) 6 months after the date of death, but in no event later than
the expiration of the
respective terms of the Options and Stock Appreciation Rights.

       

      (c) TERMINATION
DATE FOR CAUSE.  If the Participant's Termination Date occurs for
reasons of Cause, at the time such notice of termination is given by the Company
(i) any Restricted Shares subject to a restriction period shall be forfeited,
and (ii) the Participant's right to exercise his or her Options and Stock
Appreciation Rights shall terminate.  If within 90 days of a
Participant's Termination Date the Company discovers circumstances which would
have permitted it to terminate the Participant's employment or service for
Cause, such Termination Date shall be deemed to have occurred for reasons of
Cause.  Any Shares, cash or other property paid or delivered to the
Participant under the Plan within 90 days of such Termination Date shall be
forfeited and the Participant shall be required to repay such amount to the
Company.

       

      (d) OTHER
TERMINATION OF EMPLOYMENT OR SERVICE.  In the event the Participant's
Termination Date occurs for reasons other than described in the foregoing
provisions of this Section 11, the Participant shall have the right to exercise
his or her Options and Stock Appreciation Rights at any time prior to the
earlier of (i) the date which is 3 months after such Termination Date, or (ii)
the expiration date of the respective terms of the Options or Stock Appreciation
Rights, as applicable, but only to the extent such Option or Stock Appreciation
Right, as applicable, was vested prior to such Termination Date.  Any
Options or Stock Appreciation Rights which are not vested at such Termination
Date shall be forfeited on the Termination Date.

       

      If the
Participant dies after the Termination Date while his or her Options or Stock
Appreciation Rights remain exercisable under this paragraph (d), the duly
appointed fiduciary of the Participant's estate or his or her Beneficiary may
exercise the Options or Stock Appreciation Rights (to the extent that such
Options or Stock Appreciation Rights were vested and exercisable prior to
death), at any time prior to the earlier of (i) 3 months after the date of
death, or (ii) the expiration of the respective terms of the Options or Stock
Appreciation Rights, as applicable.

       

      SECTION
12. CHANGE IN
CONTROL.

       

      (a) Unless
the terms of an employment or similar agreement provide to the contrary, a
change in control of the Company shall not trigger the acceleration of vesting,
exercisability or the lapse of restrictions with respect to any
Award.  Subject to any employment or similar agreement, the Committee
may provide that an Award shall be assumed or otherwise continued in full force
and effect by any successor corporation or parent thereof.

       

      SECTION
13. CODE
SECTION 162(M) PROVISIONS.

       

      (a) Notwithstanding
any other provision of this Plan, if the Committee determines at the time any
Restricted Shares, Performance Awards or Other Stock Unit Awards are granted to
a Participant that such Participant is, or is likely to be at the time he or she
recognizes income for 

       

       

      
        
          
          

        

        
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      federal income tax purposes in connection with such Award, a
Covered Employee, then the Committee may provide that this Section 13 is
applicable to such Award.

       

      (b) If an
Award is subject to this Section 13, then the lapsing of restrictions thereon
and the distribution of cash, Shares or other property pursuant thereto, as
applicable, shall be subject to the achievement of one or more objective
performance goals established by the Committee, which shall be based on the
attainment of one or any combination of the following: cash flow; cash flow from
operations; net income, total earnings; earnings per share, diluted or basic;
earnings per share from continuing operations, diluted or basic; earnings before
interest and taxes; earnings before interest, taxes, depreciation, and
amortization; earnings from operations; net asset turnover; inventory turnover;
capital expenditures; net earnings; operating earnings; gross or operating
margin; debt; working capital; return on equity; return on net assets; return on
total assets; return on capital; return on invested capital; return on
investment; return on sales; net or gross sales; market share; economic value
added; cost of capital; change in assets; expense reduction levels; cost
control; debt reduction; productivity; delivery performance; safety record;
stock price; stock price appreciation; and total stockholder return, of the
Company or the Affiliate or division of the Company for or within which the
Participant is primarily employed.  Such performance goals also may be
based upon the attaining specified levels of Company performance under one or
more of the measures described above relative to the performance of other
corporations.  Such performance goals shall be set by the Committee
within the times period prescribed by, and shall otherwise comply with the
requirements of, Section 162(m) of the Code and the regulations
thereunder.

       

      (c) Notwithstanding
any provision of this Plan other than Section 12, with respect to any Award that
is subject to this Section 13, the Committee may not adjust upwards the amount
payable pursuant to such Award, nor may it waive the achievement of the
applicable performance goals except in the case of the death or disability of
the Participant.

       

      (d) The
Committee shall have the power to impose such other restrictions on Awards
subject to this Section 13 as it may deem necessary or appropriate to ensure
that such Awards satisfy all requirements for "performance-based compensation"
within the meaning of Section 162(m)(4)(B) of the Code or any successor
thereto.

       

      SECTION
14. AMENDMENTS
AND TERMINATION.

       

      The Board
may amend, alter or discontinue the Plan at any time; provided, however, no
amendment, alteration, or discontinuation shall be made that would impair the
rights of an optionee or Participant under an Award theretofore granted, without
the optionee's or Participant's consent; provided, further that, any amendment
that would (i) except as is provided in Section 4(c) of the Plan, increase the
total number of shares reserved for the purpose of the Plan, (ii) change the
employees or class of employees eligible to participate in the Plan, (iii)
change the minimum exercise price for any Option or Stock Appreciation Right
below the minimum price set forth in Section 6(a) and Section 7 of the Plan, as
applicable, or (iv) materially (within the meaning of rules of NASD) change the
terms of the Plan, shall not be effective without the approval of Perficient,
Inc.'s shareholders.

       

      The
Committee may amend the terms of any Award theretofore granted, prospectively or


       

       

      
        
          
          

        

        
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      retroactively;
provided, that no such amendment shall impair the rights of any Participant
without his or her consent.

       

      SECTION
15. GENERAL
PROVISIONS.

       

      (a) Unless
the Committee determines otherwise with respect to an Award other than an
Incentive Stock Option, no Award, and no Shares subject to Awards described in
Section 10 which have not been issued or as to which any applicable restriction,
performance or deferral period has not lapsed, may be sold, assigned,
transferred, pledged or otherwise encumbered, except by will or by the laws of
descent and distribution; provided that, if so determined by the Committee, a
Participant may, in the manner established by the Committee, designate a
beneficiary to exercise the rights of the Participant with respect to any Award
upon the death of the Participant.  Unless the Committee determines
otherwise, each Award shall be exercisable, during the Participant's lifetime,
only by the Participant or, if permissible under applicable law, by the
Participant's guardian or legal representative.  Notwithstanding the
foregoing, subject to such rules as the Committee may establish, a Nonstatutory
Stock Option may be transferred by a Participant during his or her lifetime to a
trust, partnership or other entity established for the benefit of the
Participant and his or her immediate family which, for purposes of the Plan,
shall mean those persons who, at the time of such transfer, would be entitled to
inherit part or all of the estate of the Participant under the laws of intestate
succession then in effect in the state in which the Participant resides if the
Participant had died on such transfer date without a will.

       

      (b) Subject
to the provisions of Section 6(b) and Section 7, the term of each Award shall be
for such period of months or years from the date of its grant as may be
determined by the Committee.

       

      (c) No
Employee or Participant shall have any claim to be granted any Award under the
Plan nor to remain in the employment or service of the Company and there is no
obligation for uniformity of treatment of Employees or Participants under the
Plan.  The Committee may, in its sole discretion, condition
eligibility for an Award on the execution of a noncompete or similar-type
agreement.

       

      (d) The
prospective recipient of any Award under the Plan shall not, with respect to
such Award, be deemed to have become a Participant, or to have any rights with
respect to such Award, until and unless such recipient shall have executed an
agreement or other instrument evidencing the Award and delivered a fully
executed copy thereof to the Company, and otherwise complied with the then
applicable terms and conditions.

       

      (e) Except as
provided in Section 13, the Committee shall be authorized to make adjustments in
Performance Award criteria or in the terms and conditions of other Awards in
recognition of unusual or nonrecurring events affecting the Company or its
financial statements or changes in applicable laws, regulations or accounting
principles.  The Committee may correct any defect, supply any omission
or reconcile any inconsistency in the Plan or any Award in the manner and to the
extent it shall deem desirable to carry it into effect.  In the event
the Company shall assume outstanding employee benefit awards or the right or
obligation to make future such awards in connection with the acquisition of
another corporation or business entity, the 

       

       

      
        
          
          

        

        
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        Committee
may, in its discretion, make such adjustments in the terms of Awards under the
Plan as it shall deem appropriate.

      

       

      (f) The
Committee shall have full power and authority to determine whether, to what
extent and under what circumstances any Award shall be canceled or
suspended.

       

      (g) All
certificates for Shares delivered under the Plan pursuant to any Award shall be
subject to such stock-transfer orders and other restrictions as the Committee
may deem advisable under the rules, regulations, and other requirements of the
Securities and Exchange Commission, NASD, any stock exchange upon which the
Shares are then listed, and any applicable Federal or state securities law, and
the Committee may cause a legend or legends to be put on any such certificates
to make appropriate reference to such restrictions.

       

      (h) The
Committee shall be authorized to establish procedures pursuant to which the
payment of any Award may be deferred. Subject to the provisions of this Plan and
any Award Agreement, the recipient of an Award (including, without limitation,
any deferred Award) may, if so determined by the Committee, be entitled to
receive, currently or on a deferred basis, interest or dividends, or interest or
dividend equivalents, with respect to the number of shares covered by the Award,
as determined by the Committee, in its sole discretion, and the Committee may
provide that such amounts (if any) shall be deemed to have been reinvested in
additional Shares or otherwise reinvested.

       

      (i) Except as
otherwise required in any applicable Award Agreement or by the terms of the
Plan, recipients of Awards under the Plan shall not be required to make any
payment or provide consideration other than the rendering of
services.

       

      (j) The
Company shall be authorized to withhold from any Award granted or payment due
under the Plan the amount of any withholding taxes due in respect of an Award or
payment hereunder and to take such other action as may be necessary in the
opinion of the Company to satisfy all obligations for the payment of such
that.  The Committee shall be authorized to establish procedures for
election by Participants to satisfy such withholding taxes by delivery of, or
directing the Company to retain, Shares.

       

      (k) Nothing
contained in this Plan shall prevent the Board from adopting other or additional
compensation arrangements, subject to shareholder approval if such approval is
otherwise required; and such arrangements may be either generally applicable or
applicable only in specific cases.

       

      (l) The terms
of this Plan and any agreement containing the terms and conditions of an award
made pursuant to the Plan shall be interpreted: first, in a manner that causes
the award to comply with Section 409A of the Code; and second, in accordance
with the laws of the State of Delaware.

       

      (m) If any
provision of this Plan is or becomes or is deemed invalid, illegal or
unenforceable in any jurisdiction, or would disqualify the Plan or any Award
under any law deemed applicable by the Committee, such provision shall be
construed or deemed amended to conform to applicable laws or if it cannot be
construed or deemed amended without, in the 

       

       

      
        
          
          

        

        
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        determination
of the Committee, materially altering the intent of the Plan, it shall be
stricken and the remainder of the Plan shall remain in full force and
effect.

      

       

      (n) Awards
may be granted to Employees, directors or consultants of the Company or
Affiliates who are foreign nationals or employed outside the United States, or
both, on such terms and conditions different from those specified in the Plan as
may, in the judgment of the Committee, be necessary or desirable in order to
recognize differences in local law or tax policy.  The Committee also
may impose conditions on the exercise or vesting of Awards in order to minimize
the Company's obligation with respect to tax equalization for Participants on
assignments outside their home country.

       

      SECTION
16. EFFECTIVE
DATE OF PLAN.  This amendment and restatement of the Plan shall be
effective on the date that it is approved by the Company's stockholders (the
"Effective Date").



    
       

      
        
          
          

        

        
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