Exhibit
      10.1

    


    Initial
      Usage Date: 9/1/06

    


    NON-QUALIFIED
      STOCK OPTION AGREEMENT TERMS -

    BOARD
      OF DIRECTORS

    UNDER
      THE PERCEPTRON, INC. 2004 STOCK INCENTIVE PLAN

    


    THESE
      STOCK OPTION AGREEMENT TERMS
      pertain
      to stock options granted effective _________________, under the 2004 Stock
      Incentive Plan (the “Plan”) as detailed in the accompanying Notice of Grant of
      Stock Options and Option Agreement (the “Notice”) between Perceptron, Inc., a
      Michigan corporation (the “Corporation”), and the member of the Board of
      Directors named in the Notice (the “Optionee”). A copy of the 2004 Stock
      Incentive Plan is not attached hereto but is available upon written request
      made
      to the Secretary of the Corporation.

    


    
      	
              1.

            	
              Grant
                of Option.
                Subject to the terms and conditions hereof, the Corporation hereby
                grants
                to the Optionee an option to purchase from the Corporation up to,
                but not
                exceeding in the aggregate, the number of shares of the Corporation’s
                Common Stock detailed in the accompanying Notice at the price per
                share
                designated in the Notice. This option is not
                intended to constitute an “incentive stock option” within the meaning of
                Section 422 of the Internal Revenue Code
                (“Code”).

            


    

    


    
      	
              2.

            	
              Right
                to Exercise Option.
                Unless otherwise indicated in the Notice, the Optionee may purchase
                from
                the Corporation on and after the first anniversary of the date of
                grant,
                one-fourth (1/4th)
                of the shares covered by this option, and on each succeeding one
                year
                anniversary thereof may exercise an additional one-fourth (1/4th)
                of the shares covered by the option, so that on the fourth anniversary
                of
                the date of grant this option shall be fully exercisable. To the
                extent
                not exercised, installments shall accumulate and the Optionee may
                exercise
                them in whole or in part in any subsequent period. Unless a shorter
                period
                is specified in the Notice under the “Expiration” column, and
                notwithstanding any provision of this Agreement, no portion of this
                option
                shall be exercisable on or after the tenth anniversary of the date
                of
                grant. The Committee (as defined in the Plan), in its sole discretion,
                may
                accelerate the time at which this option may be exercised in whole
                or in
                part.

            


    

    


    
      	
              3.

            	
              Termination
                of Service.
                If, prior to the date that this option shall first become exercisable,
                the
                Optionee ceases to serve as a member of the Board of Directors of
                the
                Corporation and is not otherwise employed by the Corporation or any
                of its
                subsidiaries as an employee or independent contractor, the Optionee’s
                right to exercise this option shall terminate and all rights hereunder
                shall cease. As used in this Agreement, the term “subsidiary” of the
                Corporation means any “subsidiary corporation” as defined in Section
                424(f) of the Code and the term “disability” means “total and permanent
                disability,” as defined in Section 22(e) of the
                Code.

            


    

    


    
      	 	
              If,
                on or after the date that this option shall first become exercisable,
                the
                Optionee, for any reason other than death or disability, ceases to
                serve
                as a member of the Board of Directors of the Corporation and is not
                otherwise employed by the Corporation or any of its subsidiaries
                as an
                employee or independent contractor, the Optionee shall have the right
                to
                exercise this option to the extent that it shall have been exercisable
                and
                unexercised on the date of such termination of services, at any time
                on or
                before the earlier of: (i) the expiration date of the option, or
                (ii)
                three (3) months after the date of such termination of employment,
                subject
                to any other limitation on the exercise of such option in effect
                at the
                date of exercise.

            


    

     

    
      
         

      

      
        1

        
          

        

      

      
         

      

       

    

    
      	 	
              If,
                on or after the date that this option shall first become exercisable,
                the
                Optionee, due to death or disability, ceases to serve as a member
                of the
                Board of Directors of the Corporation and is not otherwise employed
                by the
                Corporation or any of its subsidiaries as an employee or independent
                contractor, the Optionee or the executor or administrator of the
                estate of
                the Optionee (as the case may be) or the person or persons to whom
                the
                option shall have been transferred by will or by the laws of descent
                and
                distribution, shall have the right to exercise this option, at any
                time on
                or before the earlier of: (i) the expiration date of the option,
                or (ii)
                one (1) year from the date of the Optionee’s death or disability, to the
                extent that it was exercisable and unexercised on the date of the
                Optionee’s death or disability, subject to any other limita-tion on
                exercise in effect at the date of
                exercise.

            


    

    


    
      	 	
              The
                transfer of the Optionee from one corporation to another among the
                Corporation and any of its subsidiaries, or a leave of absence with
                the
                written consent of the Corporation, shall not be a termination of
                services
                for purposes of this option.

            


    

    


    
      	
              4.

            	
              Acceleration
                of Vesting.
                Notwithstanding the provisions of Section 2 “Right to Exercise Option” and
                Section 3 “Termination of Service” of this Agreement, (i) in the event of
                a termination by the Corporation of the Optionee’s membership on the Board
                of Directors or failure to renominate the Optionee for election to
                the
                Board of Directors, or voluntary resignation by the Optionee from
                the
                Board of Directors at the request of the Board of Directors, following
                a
                change in Control of the Company, (ii) failure of the Optionee to
                be
                reelected to the Board of Directors after being renominated for election
                by the Board of Directors, or (iii) in the event of a Change in Control,
                any portion of this option that is then not exercisable shall become
                immediately exercisable. For purposes hereof, a “Change in Control” shall
                be deemed to have occurred in the event of (i) a merger involving
                the
                Corporation in which the Corporation is not the surviving corporation
                (other than a merger with a wholly-owned subsidiary of the Corporation
                formed for the purpose of changing the Corporation's corporate domicile);
                (ii) a share exchange in which the shareholders of the Corporation
                exchange their stock in the Corporation for stock of another corporation
                (other than a share exchange in which all or substantially all of
                the
                holders of the voting stock of the Corporation, immediately prior
                to the
                transaction, exchange, on a pro rata basis, their voting stock of
                the
                Corporation for more than 50% of the voting stock of such other
                corporation); (iii) the sale of all or substantially all of the assets
                of
                the Corporation; or (iv) any person or group of persons (as defined
                by
                Section 13(d) of the Securities Exchange Act of 1934, as amended)
                (other
                than any employee benefit plan or employee benefit trust benefiting
                the
                employees of the Corporation) becoming a beneficial owner, directly
                or
                indirectly, of securities of the Corporation representing more than
                fifty
                (50%) percent of either the then outstanding Common Stock of the
                Corporation, or the combined voting power of the Corporation's then
                outstanding voting securities.

            


    

    


    
      	 	
              In
                the event of a Change of Control, the Committee may, in its sole
                discretion and without the consent of the Optionee, cancel this option
                in
                exchange for a payment with respect to each vested share of Common
                Stock
                as provided in Section 9.2(b) of the
                Plan.

            


    

    


    
      	
              5.
                

            	
              Exercise
                of Option.

            


    

    


    
      	 	
              (a)

            	
              At
                any time that this option may be exercised as provided in this Agreement,
                the Optionee may exercise any portion of this option which is then
                exercisable, in whole or in part, by delivery to the Corporation
                of a
                written notice, in the form attached hereto, signed by the
                Optionee.

            


    

     

    
      
         

      

      
        2

        
          

        

      

      
         

      

       

    

    
      	 	
              (b)

            	
              In
                addition, the Optionee shall deliver, on the date of
                exercise:

            


    

    


    
      	 	
              (i)

            	
              cash
                equal to the purchase price of the shares being
                purchased,

            


    

    


    
      	 	
              (ii)

            	
              such
                documents as are or may be required under the terms of Section 2.4(b)
                of
                the Plan to effect a cashless exercise, except to the extent that
                the
                Corporation determines that the Optionee is not permitted to use
                a
                cashless exercise under applicable law, or


            


    

    


    
      	 	
              (iii)

            	
              Permitted
                Shares with a Fair Market Value (as defined in the Plan and determined
                as
                of the date of exercise of the option) and equal to the purchase
                price of
                the shares being purchased and in accordance with Section 2.4 of
                the Plan
                (the “Delivered Shares Method”).

            


    

    


    
      	 	
              (c)

            	
              “Permitted
                Shares” are shares of Corporation Common Stock to be delivered to pay the
                exercise price of the option (the “Delivered
                Shares”):

            


    

    


    
      	 	
              (i)

            	
              which
                have been owned by the Optionee for at least six months prior to
                the date
                of delivery, or

            


    

    


    
      	 	
              (ii)

            	
              if
                they have not been owned by the Optionee for at least six months
                prior to
                the date of delivery, the Optionee then owns, and has owned for at
                least
                six months prior thereto, a number of shares of Corporation Common
                Stock
                at least equal in number to the Delivered Shares.
                

            


    

    


    
      	 	
              (d)

            	
              Shares
                which have been counted during the prior six months as owned by the
                Optionee for purposes of determining whether the Optionee may exercise
                options to purchase Common Stock pursuant to the Delivered Shares
                Method:

            


    

    


    
      	 	
              (i)

            	
              may
                not be used as Delivered Shares,
                and

            


    

    


    
      	 	
              (ii)

            	
              may
                not be counted as owned by the Optionee for purposes of making
                calculations under the Delivered Shares
                Method.

            


    

    


    
      	
              6.

            	
              Compliance
                With Securities Laws.
                Anything to the contrary herein notwithstanding, the Corporation's
                obligation to sell and deliver stock under this option is subject
                to such
                compliance with federal and state laws, rules and regulations applying
                to
                the authorization, issuance or sale of securities, and applicable
                stock
                exchange requirements, as the Corporation deems necessary or advisable.
                

            


    

    


    
      	
              7.

            	
              Non-Assignability.
                The option hereby granted shall not be transferable by the Optionee
                other
                than by will or the laws of descent and distribution, and the option
                may
                be exercised during the Optionee’s lifetime only by the Optionee. Any
                transferee of the option shall take the same subject to the terms
                and
                conditions of this Agreement. No such transfer of the option shall
                be
                effective to bind the Corporation unless the Corporation shall have
                been
                furnished with written notice thereof and a copy of the will and/or
                such
                other evidence as the Corporation may deem necessary to establish
                the
                validity of the transfer and the acceptance by the transferee or
                transferees of the terms and conditions of this Agreement. No assignment
                or transfer of this option, or of the rights represented thereby,
                whether
                voluntary or involuntary, by operation of law or otherwise, except
                a
                transfer by the Optionee by will or by the laws of descent and
                distribution, shall vest in the purported assignee or transferee
                any
                interest or right herein
                whatsoever.

            


    

     

    
      
         

      

      
        3

        
          

        

      

      
         

      

    

     

    
      	
              8.

            	
              Disputes.
                As
                a condition of the granting of the option granted hereby, the Optionee
                and
                the Optionee's successors and assigns agree that any dispute or
                disagreement which shall arise under or as a result of this Agreement
                shall be determined by the Committee in its sole discretion and judgment
                and that any such determination and any interpretation by the Committee
                of
                the terms of this Agreement shall be final and shall be binding and
                conclusive for all purposes. 

            


    

    


    
      	
              9.
                

            	
              Adjustments.
                In
                the event of any stock dividend, subdivision or combination of shares,
                reclassification, or similar transaction affecting the shares covered
                by
                this option, determined by the Committee to be covered by this Section
                9,
                a proposed dissolution or liquidation of the Corporation, a merger
                of the
                Corporation with or into another corporation where the Corporation
                is not
                the surviving corporation, but its stock is exchanged for stock of
                the
                parent Corporation of the other party to the merger, the sale of
                substantially all of the assets of the Corporation, the reorganization
                of
                the Corporation or other similar transaction determined by the Committee
                to be covered by this Section 9, a proposed spin-off or a transfer
                by the
                Corporation of a portion of its assets resulting in the employment
                of the
                Optionee by the spin-off entity or the entity acquiring assets of
                the
                Corporation, the rights of the Optionee shall be as provided in Section
                9.1 of the Plan and any adjustment therein provided shall be made
                in
                accordance with Section 9.1 of the Plan.


            


    

    


    
      	
              10.

            	
              Rights
                as Shareholder.
                The Optionee shall have no rights as a shareholder of the Corporation
                with
                respect to any of the shares covered by this option until the issuance
                of
                a stock certificate or certificates upon the exercise of the option
                in
                full or in part, and then only with respect to the shares represented
                by
                such certificate or certificates. 

            


    

    


    
      	
              11.

            	
              Notices.
                Every notice relating to this Agreement shall be in writing and if
                given
                by mail shall be given by registered or certified mail with return
                receipt
                requested. All notices to the Corporation shall be delivered to the
                Secretary of the Corporation at the Corporation's headquarters or
                addressed to the Secretary of the Corporation at the Corporation's
                headquarters. All notices by the Corporation to the Optionee shall
                be
                delivered to the Optionee personally or addressed to the Optionee
                at the
                Optionee’s last residence address as then contained in the records of the
                Corporation or such other address as the Optionee may designate.
                Either
                party by notice to the other may designate a different address to
                which
                notices shall be addressed. Any notice given by the Corporation to
                the
                Optionee at the Optionee’s last designated address shall be effective to
                bind any other person who shall acquire rights
                hereunder.

            


    

    


    
      	
              12.

            	
              “Optionee”
                to Include Certain Transferees.
                Whenever the word “Optionee” is used in any provision of this Agreement
                under circumstances where the provision should logically apply to
                any
                other person or persons to whom the option, in accordance with the
                provisions of Section 6 hereof, may be transferred, the word “Optionee”
                shall be deemed to include such person or
                persons.

            


    

    


    
      	
              13.

            	
              Governing
                Law.
                This Agreement has been made in and shall be construed in accordance
                with
                the laws of the State of Michigan, without regard to its choice of
                law
                rules.

            


    

     

    
      
         

      

      
        4

        
          

        

      

      
         

      

    

     

    
      	
              14.

            	
              Provisions
                of Plan Controlling.
                The provisions hereof are subject to the terms and provisions of
                the Plan,
                copies of which are available for review upon request. In the event
                of any
                conflict between the provisions of this option and the provisions
                of the
                Plan, the provisions of the Plan shall control, except to the extent
                that
                the provisions of this option limit or restrict the rights of the
                Optionee
                to a greater extent than set forth in the
                Plan.

            


    

    


    
      	
              15.

            	
              Counterparts.
                This Agreement may be executed in counterparts, each of which shall
                be
                deemed an original but all of which together shall constitute one
                and the
                same instrument.

            


    

    


    
      	
              16.

            	
              Captions.
                The captions to the sections and subsections contained in this Agreement
                are for reference only, do not form a substantive part of this Agreement
                and shall not restrict or enlarge substantive provisions of this
                Agreement.

            


    

    


    
      	
              17.

            	
              Parties
                in Interest.
                This Agreement shall bind and shall inure to the benefit of the parties
                hereto, their respective permitted successors and
                assigns.

            


    

    


    
      	
              18.

            	
              Complete
                Agreement.
                This Agreement shall constitute the entire agreement between the
                parties
                hereto and shall supersede all proposals, oral or written, and all
                other
                communications between the parties relating to the subject matter
                of this
                Agreement.

            


    

    


    
      	
              19.

            	
              Modifications.
                The terms of this Agreement cannot be modified except in writing
                and
                signed by each of the parties
                hereto.

            


    

    


    
      	
              20.

            	
              Severability.
                In the event that any one or more of the provisions of this Agreement
                should be invalid, illegal or unenforceable in any respect, the validity,
                legality and enforceability of the remaining provisions contained
                herein
                shall not in any way be affected or impaired
                thereby.

            


    

    


    
      	
              21.

            	
              Withholding.
                The Optionee hereby authorizes the Corporation to withhold from his
                compensation or agrees to tender the applicable amount to the Corporation
                to satisfy any requirements for withholding of income and employment
                taxes
                in connection with the exercise of the option granted
                hereby.

            


    

    


    


    
      
         

      

      
        5

        
          

        

      

      
         

      

    


    NOTICE
      OF EXERCISE OF NON-QUALIFIED STOCK OPTION

    UNDER
      THE PERCEPTRON, INC.

    2004
      STOCK INCENTIVE PLAN

    


    Perceptron,
      Inc.

    47827
      Halyard Drive

    Plymouth,
      MI 48170

    


    Dear
      Sir:

    


    A
      non-qualified stock option was granted to me on _____, _____
      to
      purchase _____shares
      of
      Perceptron, Inc. Common Stock at a price of $_____per
      share.

    


    I
      hereby
      elect to exercise my non-qualified stock option with respect
      to _____
      shares
      for an aggregate purchase price of $_____.
      I
      hereby elect to pay for such shares as follows:

    


    
      	
              Personal
                Check 

            	$_______ 
	
              Cash 

            	$_______ 
	
              Bank
                Draft 

            	$_______ 
	
              Money
                Order 

            	$_______ 
	
              Cashless
                Exercise 

            	$_______ 
	
              Perceptron
                Common Stock 

            	$_______ 
	 	 
	
              Total 

            	$_______ 


    

    


    [A
      personal check [or cash, bank draft or money order] for the purchase price
      is
      enclosed herewith.]

    


    [Documents
      as are required to effect a cashless exercise are enclosed.]

    


    [I
      hereby
      elect to exercise my stock option with respect to _____ shares
      through a combination of cash payments and shares of Perceptron, Inc. Common
      Stock, as described on the attached Exhibit A. A personal check for the purchase
      price to be paid in cash is enclosed herewith. Certificates for
      _____ shares
      of Perceptron, Inc. Common Stock are enclosed herewith, along with a duly
      executed stock power in proper form for transfer, with all signatures properly
      guaranteed by a national bank or member firm of the NYSE or AMEX. I represent
      that the shares of Perceptron, Inc. Common Stock enclosed herewith have been
      owned by me for more than six months or I currently own more than ______ shares
      of Perceptron, Inc. Common Stock which have been owned by me for more than
      six
      months. Such shares have not been counted during the prior six months as owned
      by me for purposes of determining whether I may exercise options to purchase
      Common Stock pursuant to the Delivered Shares Method.]

    


    [I
      represent that the shares of stock that I am purchasing upon this exercise
      of my
      option are being purchased for investment purposes and not with a view to
      resale. This representation shall not be binding upon me if the shares of Common
      Stock that I am purchasing are subject to an effective Registration Statement
      under the Securities Act of 1933.]

    


    
      	Optionee_________________________ 	Dated_________________________