PERCEPTRON, INC. SEVERANCE AGREEMENT
Exhibit
10.1
PERCEPTRON,
INC.
THIS
SEVERANCE AGREEMENT,
dated as
of June 12, 2007, is between Perceptron, Inc. (the “Company”) and Xxxx X. Xxxxx
III, who will be employed by the Company in the position of Vice President
-
Finance, Chief Financial Officer, Treasurer and Assistant Secretary (the
“Executive”) effective June 25, 2007.
1. Operation
of Agreement.
This
Agreement sets forth the severance compensation that the Company shall pay
the
Executive if the Executive’s employment with the Company terminates under one of
the applicable provisions set forth herein. As used in this Agreement,
employment with the Company shall be deemed to include employment with a
subsidiary of the Company.
2. Defined
Terms.
For
purposes of this Agreement, the following terms shall have the meanings set
forth below:
(a) “Cause”
shall
mean the Executive’s
(i) personal
dishonesty in connection with the performance of services for the Company,
(ii) willful
misconduct in connection with the performance of services for the Company,
(iii) conviction
for violation of any law involving (A) imprisonment that interferes with
performance of duties or (B) moral turpitude.
(iv) repeated
and intentional failure to perform stated duties, after written notice is
delivered identifying the failure, and it is not cured within 10 days following
receipt of such notice, or
(v) breach
of
a fiduciary duty to the Company.
(b) “Change
in Control”
shall
be deemed to have occurred upon the occurrence of any of the following
events:
(i) A
merger
involving the Company in which the Company is not the surviving corporation
(other than a merger with a wholly-owned subsidiary of the Company formed for
the purpose of changing the Company’s corporate domicile);
(ii) A
share
exchange in which the shareholders of the Company exchange their stock in the
Company 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 Company,
immediately prior to the transaction, exchange, on a pro rata basis, their
voting stock of the Company, for more than 50% of the voting stock of such
other
corporation);
(iii) A
sale of
all or substantially all of the assets of the Company; or
(iv) Any
person or group of persons (as defined in 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 Company) becoming a
beneficial owner, directly or indirectly, of securities of the Company
representing more than 50% of either the then outstanding Common Stock of the
Company, or the combined voting power of the Company’s then outstanding voting
securities.
(c) “Disability”
shall
mean the Executive’s inability to substantially perform the Executive’s duties
for such period as would qualify the Executive for benefits under the long-term
disability insurance policy provided by the Company or, if no such policy is
provided, the Executive’s total and permanent disability which prevents the
Executive from performing for a continuous period exceeding six months the
duties assigned to the Executive. The determination of Disability shall be
made
by a medical board-certified physician mutually acceptable to the Company and
the Executive (or the Executive’s legal representative, if one has been
appointed), and if the parties cannot mutually agree to the selection of a
physician, then each party shall select such a physician and the two physicians
so selected shall select a third physician who shall make this
determination.
3. Termination
of Employment.
The
Executive shall be entitled to the Regular Severance Benefits (as defined in
Section 3(b) below) set forth in this Section 3 if the Executive has incurred
a
Termination of Employment. The severance benefit provided under this Section
3
is in lieu of cash severance payments offered under the Company’s documented
severance policy, if any.
(a) For
purposes of Section 3 of the Agreement, “Termination of Employment” shall be
defined as the Executive’s involuntary termination by the Company for any reason
other than death, Disability or Cause.
(b) Upon
satisfaction of the requirements set forth in this Section 3, upon the
Executive’s execution of a release (in the form attached hereto as Exhibit A),
the Executive shall be entitled to (the “Regular Severance
Benefits”):
(i) A
cash
severance benefit equal to one-half the Executive’s current annual base salary,
as in effect at the time of the Termination of Employment;
(ii) A
prorated portion of any bonus that the Executive would have earned for the
year
of termination had the Executive been employed by the Company at the end of
the
applicable bonus period;
(iii) Subject
to Section 6, continuation of Company-provided health (including vision and
dental, if provided by the Company at the date of termination) and welfare
benefits (including executive life insurance coverage, if provided by the
Company to the Executive at the date of termination) for six months, on the
terms (or comparable terms) provided by the Company to its employees from time
to time during this period. Health benefits shall be provided through continued
coverage under the Company’s group health plan, if allowed under the terms of
such plan, or by the reimbursement of COBRA continuation coverage premiums
paid
by the Executive, as determined by the Company; provided, however, if the health
plan is self-insured by the Company, then the determination shall be made by
the
Executive. Any continuation of group health plan coverage under this paragraph
shall run concurrently with the period of required COBRA continuation coverage
under the Code. If COBRA continuation coverage is not available, the Company
shall reimburse the Executive for premiums for comparable coverage, provided,
however, that the reimbursement shall not exceed the greater of (i) two times
the annual premium paid by the Company for such coverage at the date of
termination or (ii) two times the then current amount of the COBRA premium
under
the Company’s group health plan for coverage comparable to that elected by the
Executive. Welfare benefits (other than health benefits) shall be continued
only
to the extent permitted under the terms of such plans;
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(iv) Continuation
of the Executive’s then current car benefit for six months in accordance with
the Company car policy in effect at the time of termination.
(c) The
Executive’s cash severance benefit under Section 3(b)(i) shall be payable in the
same manner as the Executive’s base salary and the pro rata share of any bonus
under Section 3(b)(ii) shall be payable at the time set forth in the bonus
program, or, in each case, such earlier time as is required to avoid such
payments being subject to Section 409A of the Internal Revenue Code of 1986,
as
amended (the “Code”).
4. Termination
of Employment Following a Change in Control.
Subject
to Section 11(a) hereunder, the Executive shall be entitled to the Change in
Control Severance Benefits (as defined in Section 4(c) below) set forth in
this
Section 4, in lieu of the severance benefits the Executive is entitled to under
Section 3 of this Agreement, if there has been a Change in Control and the
Executive has incurred a Termination of Employment. The severance benefit
provided under this Section 4 is in lieu of cash severance payments offered
under the Company’s documented severance policy, if any.
(a) For
purposes of Section 4 of the Agreement, “Termination of Employment” shall be
defined as:
(i) The
Executive’s involuntary termination by the Company for any reason other than
death, Disability or Cause; or
(ii) The
Executive’s termination for “Good Reason,” defined as the occurrence of any of
the following events without the Executive’s written consent, if the Executive
terminates employment within one (1) year following the occurrence of such
event:
(A) Any
reassignment of the Executive to substantial duties materially inconsistent
with
the Executive’s position, duties, responsibilities and status with the Company
immediately prior to the Change in Control or a substantial diminution in the
Executive’s position, duties, responsibilities or status with the Company from
his position, duties, responsibilities or status with the Company immediately
prior to the Change in Control; provided that the fact that the Company is
no
longer a publicly traded company or the Executive no longer has duties and
responsibilities associated exclusively with a publicly traded company, such
as
Securities and Exchange Commission or stock exchange reporting responsibilities
or investor or analyst relations responsibilities, shall not
be
deemed to be a reassignment of the Executive to substantial duties materially
inconsistent with the Executive’s position, duties, responsibilities and status
with the Company immediately prior to the Change in Control or a substantial
diminution in the Executive’s position, duties, responsibilities or status with
the Company from his position, duties, responsibilities or status with the
Company immediately prior to the Change in Control;
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(B) Any
reduction in the Executive’s base salary or targeted incentive bonus or
commissions in effect immediately prior to the Change in Control, or failure
by
the Company to continue any bonus, stock or other incentive plans in effect
immediately prior to the Change in Control (without the implementation of
comparable successor plans that provide comparable award
opportunities/benefits), or any removal of the Executive from participation
in
such aforementioned plans;
(C) The
discontinuance or reduction in benefits to the Executive under any qualified
or
nonqualified retirement or welfare plan maintained by the Company immediately
prior to the Change in Control (without the implementation of comparable
successor plans that provide comparable benefits), or the discontinuance of
any
fringe benefits or other perquisites that the Executive received immediately
prior to the Change in Control (without the implementation of comparable
successor plans that provide comparable benefits);
(D) Required
relocation of the Executive’s principal place of employment more than 50 miles
from the Executive’s place of employment prior to the Change in Control;
or
(E) The
Company’s breach of any provision in this Agreement, provided that the Company
has not cured such breach within 10 days following written notice by the
Executive to the Company of such breach.
(b) The
Executive who believes the Executive is entitled to a Termination of Employment
for Good Reason, as defined in Section 4 above, may apply in writing to the
Company for confirmation of such entitlement prior to the Executive’s actual
separation from employment, by following the claims procedure set forth in
Section 15 hereof. The submission of such a request by the Executive shall
not
constitute “Cause” for the Company to terminate the Executive as defined under
Section 2(a) hereof. If the Executive’s request for a Good Reason Termination of
Employment is denied under both the request and appeal procedures set forth
in
paragraphs (b) and (c) of Section 15 hereof, then the parties shall use their
best efforts to resolve the claim within 90 days after the claim is submitted
to
arbitration pursuant to Section 15(d).
(c) Upon
satisfaction of the requirements set forth in Sections 4 or 11(a) hereof and
with respect to any one or more Changes in Control that may occur during the
term of this Agreement, upon the Executive’s execution of a release (in the form
attached hereto as Exhibit
A),
the
Executive shall be entitled to (the “Change in Control Severance
Benefits”):
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(i) A
cash
severance benefit equal to one times the Executive’s current annual base salary,
as in effect at the time of the Change in Control;
(ii) A
prorated portion of the Executive’s target bonus for the year of termination,
based on the number of days worked in the year of termination;
(iii) Subject
to Section 6, continuation of Company-provided health (including vision and
dental, if provided by the Company immediately prior to the Change in Control)
and welfare benefits (including executive life insurance coverage, if provided
by the Company to the Executive immediately prior to the Change in Control)
for
one year, on the terms (or comparable terms) provided by the Company to the
Executive immediately prior to the Change in Control. Health benefits shall
be
provided through continued coverage under the Company’s group health plan, if
allowed under the terms of such plan, or by the reimbursement of COBRA
continuation coverage premiums paid by the Executive, as determined by the
Company; provided, however, if the health plan is self-insured by the Company,
then the determination shall be made by the Executive. Any continuation of
group
health plan coverage under this paragraph shall run concurrently with the period
of required COBRA continuation coverage under the Code. If COBRA continuation
coverage is not available, the Company shall reimburse the Executive for
premiums for comparable coverage, provided, however, that the reimbursement
shall not exceed the greater of (i) two times the annual premium paid by the
Company for such coverage at the date of termination or (ii) two times the
amount of the COBRA premium under the Company’s group health plan for coverage
comparable to that elected by the Executive, (A) at the time of the Change
of
Control or (B) at the time of the required payment, whichever is greater.
Welfare benefits (other than health benefits) shall be continued only to the
extent permitted under the terms of such plans;
(iv) Continuation
of the Executive’s then current car benefit for one year in accordance with the
Company car policy in effect at the time of termination.
(v) Continued
coverage, during the six (6) years following the Executive’s termination for his
actions or omissions as an officer and, if applicable, director of the Company
prior to the date of termination of his employment, under any directors and
officers liability insurance policy maintained by the Company (or, if the
Company does not maintain such a policy, by its affiliates) for its former
directors and officers or, at the Company’s election, for the current directors
and officers. If the Company or its affiliates does not otherwise maintain
such
a policy, then the Company shall be required to provide the Executive with
such
a policy, to the extent available. The policy dollar coverage limits of any
such
policy shall be not less than the policy
limit
under any Company policy in place within the one (1) year prior to the
Executive’s termination of employment (the “Existing Policy”) or, if less, the
policy dollar coverage limit that can be purchased by the Company for all of
its
current and former directors and officers at an annual premium equal to two
times the Company’s annual premium for the Existing Policy.
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(d) Subject
to Section 11(a) hereof, the Executive’s cash severance benefit under Section
4(c)(i) and (ii) shall be paid in a lump sum cash payment within ten (10) days
following the Executive’s Termination of Employment, as defined in Section 4.
Any payment made later than 10 days following the Executive’s Termination of
Employment (or applicable due date under Section 11(a) hereof) for whatever
reason, shall include interest at the prime rate plus two percent, which shall
begin accruing on the 10th day following the Executive’s Termination of
Employment (or applicable due date under Section 11(a) hereof). For purposes
of
this Section 4, “prime rate” shall be determined by reference to the prime rate
established by Comerica Bank (or its successor), in effect from time to time
commencing on the 10th day following the Executive’s Termination of Employment
(or applicable due date under Section 11(a) hereof).
(e) Section
4
of this Agreement shall terminate upon the first of the following events to
occur:
(i) Three
years from the date hereof if a Change in Control has not occurred within such
three-year period;
(ii) Termination
of the Executive’s employment with the Company prior to a Change in Control,
provided, however, if there is a Change in Control within six months after
the
termination of the Executive’s employment with the Company, other than a
termination due to the Executive’s death or Disability, an involuntary
termination by the Company for Cause or a termination of employment by the
Executive, then the Agreement shall not be deemed to have terminated and the
Executive shall be entitled to receive the Change in Control Severance Benefits
provided in Section 4, less any Regular Severance Benefits the Executive has
been paid under Section 3, in lieu of the severance benefits the Executive
is
entitled to under Section 3;
(iii) The
expiration of two years following a Change in Control;
(iv) Termination
of the Executive’s employment with the Company following a Change in Control due
to the Executive’s death or Disability;
(v) Termination
of the Executive’s employment by the Company for Cause following a Change in
Control; or
(vi) Termination
of employment by the Executive for other than Good Reason following the date
of
a Change in Control.
Unless
Section 4 of this Agreement has first terminated under clauses (ii) through
(vi)
hereof, commencing on the third anniversary of the date of this Agreement,
and
on each one-year anniversary thereafter, Section 4 of this Agreement shall
be
extended for one additional year, unless at least 180 days prior to any such
anniversary, the Company notifies the Executive in writing that it shall not
extend the term of Section 4 of this Agreement.
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5. Golden
Parachute Limit.
Payments
under this Agreement, when aggregated with any other “golden parachute” amounts
(defined under Section 280G of the Code) as compensation that becomes payable
or
accelerated due to a Change in Control) payable under this Agreement or any
other plans, agreements or policies of the Company, shall not exceed to the
golden parachute cap under Sections 280G and 4999 of the Code.
6. No
Mitigation or Duty to Seek Reemployment.
The
Executive shall be under no duty or obligation to seek or accept other
employment after Termination of Employment and shall not be required to mitigate
the amount of any payments provided for by this Agreement by seeking employment
or otherwise. The Regular Severance Benefit and Change in Control Severance
Benefits payments shall not be reduced or suspended if the Executive accepts
other employment, except that Company is not required to continue any health
or
welfare benefit payments which duplicate employee benefits and perquisites
received in such other employment.
7. Pro
Rata Share of Bonus.
For
purposes of this Agreement, a pro rata share of any bonus or target bonus shall
mean the total bonus or target bonus payable multiplied by a fraction, the
numerator of which is the number of days in the applicable bonus period prior
to
the date of the Executive’s Termination of Employment, Disability or death and
the denominator of which is the number of days in the bonus period.
8. Stock
Options.
The
Executive’s rights with respect to any options to purchase Company stock shall
be governed by the terms of the agreements pursuant to which such options were
issued.
9. Non-Competition
and Restrictive Covenant.
If,
during the term that the Executive is receiving benefits under this Agreement,
Executive violates the terms of this Agreement or the Perceptron Executive
Agreement Not to Compete (as defined below) or any other non-competition
agreement with the Company, the Company’s obligations to the Executive under
this Agreement shall automatically terminate.
10. Tax
Withholding.
The
Company may withhold from any cash amounts payable to the Executive under this
Agreement to satisfy all applicable Federal, State, local or other income
(including excise) and employment withholding taxes. In the event the Company
fails to withhold such sums for any reason, or withholding is required for
any
non-cash payments provided in connection with the Executive’s Termination of
Employment, the Company may require the Executive to promptly remit to the
Company sufficient cash to satisfy all applicable income and employment
withholding taxes.
11. Binding
Effect.
(a) This
Agreement shall be binding upon the successors and assigns of the Company.
The
Company shall take whatever actions are necessary to ensure that any successor
to its operations (whether by purchase, merger, consolidation, sale of
substantially all assets or otherwise) assumes the obligations under this
Agreement and shall cause such successor to evidence the assumption of such
obligations in an agreement satisfactory to the Executive. Notwithstanding
any
other provisions in this Agreement, if the Company fails to obtain an agreement
evidencing the assumption of the Company’s obligations by any such successor,
the Executive shall be entitled to immediate payment of the severance
compensation provided under Section 4, irrespective of whether the Executive’s
employment has then terminated. For purposes of implementing the foregoing,
the
date on which any succession becomes effective shall be deemed to constitute
the
date of the Executive’s Termination of Employment.
7
(b) This
Agreement shall be binding upon the Executive and shall inure to the benefit
of
and be enforceable by the Executive’s legal representatives and heirs. However,
the rights of the Executive under this Agreement shall not be assigned,
transferred, pledged, hypothecated or otherwise encumbered, except by operation
of law.
12. Amendment
of Agreement.
This
Agreement may not be modified or amended except by instrument in writing signed
by the parties hereto. The parties agree that this Agreement may be amended
to
comply with applicable law, including, but not limited to, Code Section
409A.
13. Validity.
The
invalidity or unenforceability of any provision of this Agreement shall not
affect the validity or enforceability of any other provision of this Agreement,
which shall continue in full force and effect.
14. Limitation
on Rights.
(a) This
Agreement shall not be deemed to create a contract of employment between the
Company and the Executive and shall create no right in the Executive to continue
in the Company’s employment for any specific period of time, or to create any
other rights in the Executive or obligations on the part of the Company, except
as set forth herein. This Agreement shall not restrict the right of the Company
to terminate the Executive, or restrict the right of the Executive to terminate
employment.
(b) Subject
to the exception for cash severance payments under the Company’s documented
severance policy referenced in Sections 3 and 4 above, this Agreement shall
not
be construed to exclude the Executive from participation in any other
compensation or benefit programs in which the Executive is specifically eligible
to participate either prior to or following the execution of this Agreement,
or
any such programs that generally are available to other executive personnel
of
the Company, nor shall it affect the kind and amount of other compensation
to
which the Executive is entitled.
(c) The
rights of the Executive under this Agreement shall be solely those of an
unsecured general creditor of the Company.
15. Claims
Procedure.
(a) The
administrator for purposes of this Agreement shall be the Company
(“Administrator”), whose address is 00000 Xxxxxxx Xxxxx, Xxxxxxxx, Xxxxxxxx
00000, and whose telephone number is (000) 000-0000. The “Named Fiduciary” as
defined in Section 402(a)(2) of ERISA, also shall be the Company. The Company
shall have the right to designate one or more Company employees as the
Administrator and the Named Fiduciary at any time, and to change the address
and
telephone number of the same. The Company shall give the Executive written
notice of any change in the Administrator and Named Fiduciary, or in the address
or telephone number of the same.
8
(b) The
Administrator shall make all determinations as to the right of any person to
receive benefits under the Agreement. Any denial by the Administrator of a
claim
for benefits by the Executive (“the claimant”) shall be stated in writing by the
Administrator and delivered or mailed to the claimant within 10 days after
receipt of the claim, unless special circumstances require an extension of
time
for processing the claim. If such an extension is required, written notice
of
the extension shall be furnished to the claimant prior to the termination of
the
initial 10-day period. In no event shall such extension exceed a period of
10
days from the end of the initial period. Any notice of denial shall set forth
the specific reasons for the denial, specific reference to pertinent provisions
of this Agreement upon which the denial is based, a description of any
additional material or information necessary for the claimant to perfect the
claim, with an explanation of why such material or information is necessary,
and
any explanation of claim review procedures, written to the best of the
Administrator’s ability in a manner that may be understood without legal or
actuarial counsel.
(c) A
claimant whose claim for benefits has been wholly or partially denied by the
Administrator may request, within 60 days following the date of such denial,
in
a writing addressed to the Administrator, a review of such denial. The claimant
shall be entitled to submit such issues or comments in writing or otherwise,
as
the claimant shall consider relevant to a determination of the claim, and the
claimant may include a request for a hearing in person before the Administrator.
Prior to submitting the request, the claimant shall be entitled to review such
documents as are pertinent to the claim. The claimant may, at all stages of
review, be represented by counsel, legal or otherwise, of the claimant’s choice.
All requests for review shall be promptly resolved. The Administrator’s decision
with respect to any such review shall be set forth in writing and shall be
mailed to the claimant not later than 10 days following receipt by the
Administrator of the claimant’s request unless special circumstances, such as
the need to hold a hearing, require an extension of time for processing, in
which case the Administrator’s decision shall be so mailed not later than 20
days after receipt of such request.
(d) A
claimant who has followed the procedure in paragraphs (b) and (c) of this
Section, but who has not obtained full relief on the claim for benefits, may,
within 60 days following the claimant’s receipt of the Administrator’s written
decision on review, apply in writing to the Administrator for binding
arbitration of the claim before an arbitrator mutually acceptable to both
parties, the arbitration to be held in Plymouth, Michigan, in accordance with
the arbitration rules of the American Arbitration Association, Commercial
Disputes Resolution Procedures, as then in effect. If the parties are unable
to
mutually agree upon an arbitrator, then the arbitration proceedings shall be
held before three arbitrators, one of which shall be designated by the Company,
one of which shall be designated by the claimant and the third of which shall
be
designated mutually by the first two arbitrators in accordance with the
arbitration rules referenced above. The arbitrator(s) sole authority shall
be to
interpret and apply the provisions of this Agreement; the arbitrator(s) shall
not change, add to, or subtract from, any of the Agreement’s provisions. The
arbitrator(s) shall have the power to compel attendance of witnesses at the
hearing. Any court having jurisdiction may enter a judgment based upon such
arbitration. All decisions of the arbitrator(s) shall be final and binding
on
the claimant and the Company without appeal to any court. The Executive and
the
Company hereby acknowledge that as arbitration is the exclusive remedy with
respect to any grievance hereunder, neither party has the right to resort to
any
federal, state or local court or administrative agency concerning breaches
of
this Agreement, and the decision of the arbitrator shall be a complete defense
to any suit, action or proceeding instituted in any federal, state or local
court or before any administrative agency with respect to any dispute which
is
arbitrable as herein set forth.
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16. Legal
Fees and Expenses.
(a) Except
as
otherwise provided in Section 16(b), in the event any arbitration or litigation
is brought to enforce any provision of this Agreement and the Executive
prevails, then the Executive shall be entitled to recover from the Company
the
Executive’s reasonable costs and reasonable expenses of such arbitration or
litigation, including reasonable fees and disbursements of counsel (both at
trial and in appellate proceedings), (“Expenses). Except as otherwise provided
in Section 16(b), if the Company prevails, then each party shall be responsible
for its/his respective costs, expenses and attorneys fees, and the costs of
the
arbitrator shall be equally divided.
(b) Except
to
the extent prohibited by applicable law, in the event any arbitration or
litigation is brought to enforce any provision of Section 4 of this Agreement,
the Company shall advance to the Executive one half of the amount of the
Executive’s Expenses and shall pay the costs of the arbitrator. The Executive
shall be obligated to repay such advances to the Company only if the Company
prevails in the arbitration or litigation.
(c) In
the
event that it is determined that the Executive is entitled to compensation,
legal fees and expenses hereunder, the Executive also shall be entitled to
interest thereon, from the date payment thereof was due, payable to the
Executive at the prime rate of interest plus two percent.
(d) For
purposes of this Section 16, “prevails” means that the Executive receives an
award of severance benefits in such arbitration or litigation in excess of
the
amount offered to be paid by the Company to the Executive prior to the
initiation of the arbitration or litigation. For purposes of this Section 16,
“prime rate” shall be determined by reference to the prime rate established by
Comerica Bank as in effect from time to time during the period from the date
such amounts should have been paid to the date of actual payment. For purposes
of determining the date when legal fees and expenses are payable, such amounts
are not due until 30 days after notification to the Company of such
amounts.
17. Nonalienation
of Benefits.
Except
in so far as this provision may be contrary to applicable law, no sale,
transfer, alienation, assignment, pledge, collateralization or attachment of
any
benefits under this Agreement shall be valid or recognized by the
Company.
18. ERISA.
This
Agreement is an unfunded compensation arrangement for a member of a select
group
of the Company’s management and any exemptions under ERISA, as applicable to
such an arrangement, shall be applicable to this Agreement.
19. Reporting
and Disclosure.
The
Company, from time to time, shall provide government agencies with such reports
concerning this Agreement as may be required by law, and the Company shall
provide the Executive with such disclosure concerning this Agreement as may
be
required by law or as the Company may deem appropriate.
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20. Notices.
Any
notice required or permitted by this Agreement shall be in writing, sent by
registered or certified mail, return receipt requested, addressed to the Board
and the Company at the Company’s then principal office, or to the Executive at
the Executive’s last address on file with the Company, as the case may be, or to
such other address or addresses as any party hereto may from time to time
specify in writing for the purpose of this Agreement in a notice given to the
other parties in compliance with this section. Notices shall be deemed given
when received.
21. Miscellaneous/Severability.
A waiver
of the breach of any term or condition of this Agreement shall not be deemed
to
constitute a waiver of any subsequent breach of the same or any other term
or
condition. This Agreement is intended to be performed in accordance with, and
only to the extent permitted by, all applicable laws, ordinances, rules and
regulations. To the extent that any provision or benefit under this Agreement
is
not deemed to be in accordance with any applicable law, ordinance, rule or
regulation, the noncomplying provision shall be construed, or benefit limited,
to the extent necessary to comply with all applicable laws, ordinances and
regulations and any such provision or benefit shall not affect the validity
of
any other provision or benefit provided by this Agreement. The headings in
this
Agreement are inserted for convenience of reference only and shall not be a
part
of or control or affect the meaning of any provision hereof.
22. Governing
Law.
To the
extent not preempted by Federal law, this Agreement shall be governed and
construed in accordance with the laws of the State of Michigan, without regard
to its conflicts of law rules.
23. Entire
Agreement.
This
document represents the entire agreement and understanding of the parties with
respect to the subject matter of the Agreement (other than the Perceptron
Executive Agreement Not to Compete dated even date herewith (“Perceptron
Executive Agreement Not to Compete”) and the Company’s Proprietary Information
and Inventions Agreement, which shall remain in full force and effect after
the
execution of this Agreement) and it may not be altered or amended except by
an
agreement in writing that is executed by both parties to this Agreement.
Specifically, this Agreement supersedes any other severance pay provisions
in
effect on the date of this Agreement.
IN
WITNESS WHEREOF,
the
parties hereto have executed this Agreement as of the day and year first written
above.
|
PERCEPTRON,
INC.
|
||
| |
|
|
| By: | /s/ Xxxxxx X. Xxxxx | |
|
|
||
| Xxxxxx X. Xxxxx, President and Chief Executive Officer | ||
| |
|
|
| By: | /s/ Xxxx X. Xxxxx III | |
|
|
||
|
Xxxx
X. Xxxxx III
|
||
11
