PERCEPTRON, INC. FIRST AMENDMENT TO SEVERANCE AGREEMENT
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 Xxxxxxx X.
Xxxxxxxxx (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”).
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(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:
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(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.
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(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:
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Group
Life coverage
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Executive
Life Coverage
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(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.
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(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
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(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.
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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. | ||
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By: | /s/ X. X. Xxxxx | |
Xxxxxx X. Xxxxx, President and Chief Executive Officer |
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/s/ X. X. Xxxxxxxxx 2-OCT-07 | ||
XXXXXXX X. XXXXXXXXX |
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