PERCEPTRON,
      INC.

     

    FIRST
      AMENDMENT TO SEVERANCE AGREEMENT

     

    THIS
      FIRST AMENDMENT TO SEVERANCE AGREEMENT,
      dated as
      of September 8, 2005, between Perceptron, Inc. (the “Company”) and Wilfred J.
      Corriveau (the “Executive”), (the “Agreement”) is dated October 2,
      2007.

     

    The
      Company and the Executive hereby agree as follows:

     

        1.    Defined
      Terms.
      Terms
      defined in the Agreement shall be used in this First Amendment with their
      defined meanings as contained in the Agreement, unless otherwise defined
      here.

     

        2.    Amendment
      of the Agreement.
      Company
      and Executive agree, effective upon expiration of the Revocation Period set
      forth in the release executed by Executive as required by the Agreement, as
      follows:

    

      
        	
                (i)    Executive’s
                  employment with Company has terminated effective September 6, 2007
                  (the
                  “Effective Date”).

              
	 
	
                (ii)    Pursuant
                  to
                  Section 3 of the Agreement, Executive shall be entitled to the
                  payments
                  set forth in Section 3(b) of the Agreement, as modified
                  below:

              


      

       

      
        	(a)	
                The
                  Company will pay directly the Executive’s COBRA continuation coverage
                  premiums through March 6, 2008, if the Executive elects COBRA continuation
                  coverage, in lieu of Executive’s continued direct coverage under the
                  Company’s group health plan.

              
	 	 
	(b)	
                The
                  Company’s obligation to provide health and welfare plan benefits following
                  the Effective Date, as provided in Section 3(b)(iii) of the Agreement,
                  shall cover only the following benefits and shall expire on March
                  6,
                  2008:

              
	 	 
	 	
                Group
                  Life coverage

              
	 	 
	 	
                Executive
                  Life Coverage

              
	 	 
	(c)	
                The
                  Company will pay Executive Nine Hundred Dollars ($900.00) per month
                  through March 6, 2008, in lieu of the Executive’s car benefit provided in
                  Section 3(b)(iv) of the Agreement.

              


      

       

              (iii)    On
        September 5, 2008,
        the Company shall pay Executive a lump sum payment of Fifty Seven Thousand
        Five
        Hundred Dollars ($57,500.00), less applicable income and employment withholding
        taxes. In the event there is a payment to Executive under Section 4 of the
        Agreement, the Company’s obligation under this Section 2(iii) shall
        terminate.

    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    (iv)    The
      Company
      shall make all payments due to Executive under Section 16 of the Agreement
      through December 31, 2009, no later than December 31, 2009, and shall have
      no
      further obligation to Executive under Section 16 thereafter.

     

    (v)    The
      following
      stock option agreements between the Company and Executive (the “Option
      Agreements”) provide that all options which are exercisable under the terms of
      the Option Agreements at the Effective Date terminate three months after the
      Effective Date. On the Effective Date the Company agrees to accelerate the
      vesting of 6,250 options that were scheduled to vest on November 5, 2007. All
      Options under the Option Agreements which are not exercisable at the Effective
      Date shall be terminated at that time.

     

    
      	
              Agreement
                Date

            	
              Plan

            	
              Number
                of

              Exercisable

              Options

            	
              Number
                of Unexercisable

              Options

            	
              Termination
                

              Date

            
	
              October
                2, 2000

            	
              1992

            	
              37,500

            	
              0

            	
              December
                6, 2007

            
	
              September
                3, 2002

            	
              1992

            	
              4,500

            	
              0

            	
              December
                6, 2007

            
	
              September
                2, 2003

            	
              1992

            	
              29,250

            	
              0

            	
              December
                6, 2007

            
	
              September
                2, 2003

            	
              1992

            	
              750

            	
              0

            	
              December
                6, 2007

            
	
              November
                5, 2004

            	
              1992

            	
              16,570

            	
              6,250

            	
              December
                6, 2007

            
	
              November
                5, 2004

            	
              1992

            	
              2,180

            	
              0

            	
              December
                6, 2007

            
	
              January
                2, 2006

            	
              2004

            	
              3,125

            	
              9,375

            	
              December
                6, 2007

            
	
              June
                1, 2007

            	
              2004

            	
              0

            	
              12,500

            	
              N/A

            


    

     

    (vi)    Through
      December 31, 2008, Executive shall only sell shares of the Company’s Common
      Stock owned by him in accordance with the volume limitations set forth in
      Securities and Exchange Commission Rule 144(e)(1), whether or not Executive
      is
      required by law to comply with such limitations.

     

    (vii)    Company
      and
      Executive shall agree by separate written document on a non-exclusive list
      of
      companies that are specifically covered by the terms of the Perceptron Executive
      Agreement Not to Compete, dated August 18, 2000, between Company and Executive
      (the “Non-Compete Agreement”). Executive agrees not to be associated with such
      companies during the Non-Compete Period (as defined in the Non-Compete
      Agreements).

     

    3.    Non-Competition
      and Restrictive Covenant.
      If,
      during the term that the Executive is receiving benefits under the Agreement,
      Executive violates the terms of this Agreement, the Non-Compete Agreement,
      the
      Company’s Proprietary Information and Inventions Agreement, or any other
      non-competition or confidentiality agreement with the Company, the Company’s
      obligations to the Executive under this Agreement and the Option Agreements
      shall automatically terminate.

     

    4.    Continued
      Effectiveness.
      All
      other provisions of the Agreement shall remain in full force and effect,
      including, but not limited to, Sections 5, 6, 9 and 10, and shall apply equally
      to all amounts or benefits required to be paid or provided to Executive under
      this Agreement.

     

    
      
         

      

      
        2

        
          

        

      

      
         

      

    

    5.    Amendment
      of Agreement.
      The
      Agreement, including this First Amendment, shall not be modified or amended
      except by instrument in writing signed by the parties hereto. The parties agree
      that the Agreement, including this First Amendment, shall be amended if required
      and as required to comply with applicable law, including, but not limited to,
      Code Section 409A.

     

    6.    Governing
      Law.
      To the
      extent not preempted by Federal law, the Agreement, including this First
      Amendment, shall be governed and construed in accordance with the laws of the
      State of Michigan, without regard to its conflicts of law rules.

     

    7.    Entire
      Agreement.
      The
      Agreement, including this First Amendment, represent the entire agreement and
      understanding of the parties with respect to the subject matter of the Agreement
      (other than the Non-Compete Agreement, the Company’s Proprietary Information and
      Inventions Agreement, the Option Agreements, and the agreement referred to
      in
      Section 2(vii), which shall remain in full force and effect after the execution
      of this Agreement).

     

    IN
      WITNESS WHEREOF,
      the
      parties hereto have executed this First Amendment to Severance Agreement as
      of
      the day and year first written above.

    
      	 	 	 
	 	PERCEPTRON, INC.
	 
 	 
 	 
 
	 	By:  	/s/ A. A. Pease
	 	
              
Alfred
              A. Pease, President and Chief Executive
              Officer
	 	 
	 	 
	 	/s/ W. J. Corriveau 2-OCT-07
	 	WILFRED J.
              CORRIVEAU


    

     

     

    
      
         

      

      
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