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USAGE: 9/1/99 EXHIBIT 10.32
NON-QUALIFIED STOCK OPTION AGREEMENT
UNDER THE PERCEPTRON, INC.
DIRECTORS STOCK OPTION PLAN
THIS STOCK OPTION AGREEMENT is made this ____ day of _____, ___, by and
between Perceptron, Inc., a Michigan corporation (the "Company"), and
__________, (the "Optionee"). The Optionee is now serving as an Eligible
Director of the Company, and the Company desires to provide additional incentive
to the Optionee to encourage the Optionee to remain as an Eligible Director of
the Company, and as an inducement thereto, the Company has determined to grant
to the Optionee a non-qualified stock option pursuant to the Company's Directors
Stock Option Plan (the "Plan").
NOW, THEREFORE, it is agreed between the parties as follows:
1. Grant of Option. Subject to the terms and conditions hereof,
the Company hereby grants to the Optionee the right and option to purchase from
the Company up to, but not exceeding in the aggregate, _____ shares of the
Company's Common Stock, at a price of $___ per share. This option is not
intended to meet the requirements of an incentive stock option under Section 422
of the Internal Revenue Code (the "Code"). Certain capitalized terms used in
this Agreement shall have the same meaning as defined in the Plan.
2. Accrual or Right to Exercise Option. The option hereby
granted may not be exercised prior to ______. The Optionee may purchase from the
Company on and after _________, the first anniversary of the date of grant,
33 1/3% of the shares covered by this option, and on each succeeding one year
anniversary thereof may exercise an additional 33 1/3% of the shares covered by
the option, so that on the third 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. Any provision of this Agreement notwithstanding, this option
shall not be exercisable on or after the date ten years from the date of grant
of this option (the "Expiration Date").
Notwithstanding the foregoing, (i) in the event of a
termination by the Company of the Optionee's membership on the Board or failure
to renominate the Participant for election to the Board, or voluntary
resignation by the Optionee from the Board at the request of the Board,
following a Change in Control of the Company, or (ii), in the event of a Change
in Control, if one of the corporations surviving the Change in Control or the
person purchasing the Company's assets in the Change in Control does not assume
this option, 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 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) the sale
of all or substantially all of the assets of the Company; or (iv) any person or
group of persons (as defined by Section 13(d) of the Exchange Act) (other than
any employee benefit plan or employee benefit trust benefitting the employees of
the Company) becoming a beneficial owner, directly or indirectly, of securities
of the Company representing more than fifty (50%) percent of either the then
outstanding Common Stock, or the combined voting power of the Company's then
outstanding voting securities.
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3. Termination. Subject to certain change in control provisions
set forth in Section 2 above, if the Optionee's term of office as an Eligible
Director is terminated for any reason (including the Optionee becoming an
Employee), other than the Optionee's election or appointment as Chairman, prior
to the date that this option or a portion thereof first becomes exercisable,
such option or portion thereof which is not then exercisable shall terminate and
all rights thereunder shall cease. If the Optionee's term of office as an
Eligible Director terminates due to the Optionee's election or appointment as
Chairman (and the Optionee is not an Employee or does not become an Employee as
a result of such election or appointment), this Option shall not terminate and
shall continue to become exercisable as provided in Section 2 above. If
thereafter such Chairman becomes an Employee, or ceases to be a Director, prior
to the date this option or a portion thereof first becomes exercisable, such
option or portion thereof which is then not exercisable shall terminate and all
rights hereunder relating thereto shall cease.
To the extent this option or any portion thereof is
exercisable and unexercised on the date the Optionee's term of office as an
Eligible Director is terminated for any reason (including the Optionee becoming
an Employee), other than the Optionee's election or appointment as Chairman,
this option shall terminate on the earlier of (i) the Expiration Date of this
option, and (ii) three months after such termination; provided, however, that
the exercise period in clause (ii) shall be extended to one year after
termination if the termination is due to the Optionee's death or Disability. To
the extent an Option or any portion thereof is exercisable and unexercised on
the date of the Optionee's term of office as an Eligible Director is terminated
due to the Optionee's election or appointment as the Chairman (and the Optionee
is not an Employee or does not become an Employee as a result of such election
or appointment), this option shall terminate on the earlier of (i) the
Expiration Date of this option, and (ii) three months after the Optionee becomes
an Employee or ceases to be a Director; provided, however, that the exercise
period in clause (ii) shall be extended to one year after the Optionee ceases to
be a Director if such termination is due to the Optionee's death or Disability.
Notwithstanding the foregoing two sentences, in the event this option would
otherwise expire during any period during which affiliates of the Company are
prohibited from disposing of Common Stock in order to comply with applicable
accounting and Securities and Exchange Commission rules, regulations, policies,
guidelines or other similar requirements so as to permit the Company to account
for a then completed or contemplated business combination under pooling of
interest, the exercise period in clause (ii) of the foregoing two sentences
shall be extended to the tenth business day following the expiration of any such
period in which such dispositions are prohibited.
4. 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 Company of a written
notice, in the form attached hereto, signed by the Optionee.
(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 2.6 of the Plan to effect a cashless exercise; or
(iii) Permitted Shares with a value (determined as of the
date of exercise of the option) equal to the purchase price of the shares being
purchased (the "Delivered Shares Method").
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After receipt of the foregoing, and subject to Section 5 below, the
Company shall issue the shares in the name of the Optionee and deliver the
certificates therefor to the Optionee.
(c) "Permitted Shares" are shares of Company 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 Company
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.
5. Compliance With Securities Laws. Anything to the contrary
herein notwithstanding, the Company'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 as the
Company deems necessary or advisable. The Company shall not be required to sell
and deliver stock pursuant hereto unless and until it receives satisfactory
proof that the issuance or transfer of such shares will not violate any of the
provisions of the Securities Act of 1933 or the Securities Exchange Act of 1934
or the rules and regulations of the Securities Exchange Commission promulgated
thereunder or the provisions of any state law governing the sale of securities,
or that there has been compliance with the provisions of such acts, rules,
regulations and state laws. If the Optionee fails to accept delivery and pay for
all or any part of the number of shares specified by such notice upon tender of
delivery thereof the Optionee's right to exercise this option with respect to
such undelivered shares may be terminated by the Company.
6. 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 Company unless the Company shall have been
furnished with written notice thereof and a copy of the will and/or such other
evidence as the Company 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.
7. Disputes. As a condition to 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 Board in its sole discretion and judgment and that
any such
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determination and any interpretation by the Board of the terms of this
Agreement shall be final and shall be binding and conclusive for all purposes.
8. Adjustments. In the event of any stock dividend, stock split,
recapitalization, reorganization, merger, consolidation, combination, exchange
or other relevant change in the capital structure of the Company affecting the
shares covered by this option, the rights of the Optionee shall be as provided
in Section 4.1 of the Plan.
9. Rights as Shareholder. The Optionee shall have no rights as a
shareholder of the Company 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.
10. 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 Company shall be delivered to the
Company's Chief Executive Officer, at the principal office of the Company. All
notices by the Company 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 Company 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
Company to the Optionee at the Optionee's last designated address shall be
effective to bind any other person who shall acquire rights hereunder.
11. "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.
12. Governing Law. This Agreement has been made in and shall be
construed in accordance with the laws of the State of Michigan.
13. Provisions of Plan Controlling. The provisions hereof are
subject to the terms and provisions of the Plan. 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.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the day and year first above written.
PERCEPTRON, INC.
By:
--------------------------------
---------------------
Its:
-------------------------------
-----------------------------------
--------------, Optionee
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NOTICE OF EXERCISE OF NON-QUALIFIED STOCK OPTION
UNDER THE PERCEPTRON, INC.
DIRECTORS STOCK OPTION PLAN
Perceptron, Inc.
00000 Xxxxxxx Xxxxx
Xxxxxxxx, XX 00000
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.]
Dated:
------------ -----------------------------------
-------------
Optionee
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USAGE: 9/1/99
NON-QUALIFIED STOCK OPTION AGREEMENT
UNDER THE PERCEPTRON, INC.
DIRECTORS STOCK OPTION PLAN
THIS STOCK OPTION AGREEMENT is made this ___ day of ____, ____ by and
between Perceptron, Inc., a Michigan corporation (the "Company"), and _________,
(the "Optionee"). The Optionee is now serving as an Eligible Director of the
Company, and the Company desires to provide additional incentive to the Optionee
to encourage the Optionee to remain as an Eligible Director of the Company, and
as an inducement thereto, the Company has determined to grant to the Optionee a
non-qualified stock option pursuant to the Company's Directors Stock Option Plan
(the "Plan").
NOW, THEREFORE, it is agreed between the parties as follows:
1. Grant of Option. Subject to the terms and conditions hereof,
the Company hereby grants to the Optionee the right and option to purchase from
the Company up to, but not exceeding in the aggregate, 15,000 shares of the
Company's Common Stock, at a price of $____ per share. This option is not
intended to meet the requirements of an incentive stock option under Section 422
of the Internal Revenue Code (the "Code"). Certain capitalized terms used in
this Agreement shall have the same meaning as defined in the Plan.
2. Accrual or Right to Exercise Option. The option hereby
granted may not be exercised prior to ___________. On [one year from date of
grant], this option shall be fully exercisable. Any provision of this Agreement
notwithstanding, this option shall not be exercisable on or after the date ten
years from the date of grant of this option (the "Expiration Date").
Notwithstanding the foregoing, (i) in the event of a
termination by the Company of the Optionee's membership on the Board or failure
to renominate the Participant for election to the Board, or voluntary
resignation by the Optionee from the Board at the request of the Board,
following a Change in Control of the Company, or (ii), in the event of a Change
in Control, if one of the corporations surviving the Change in Control or the
person purchasing the Company's assets in the Change in Control does not assume
this option, 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 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) the sale
of all or substantially all of the assets of the Company; or (iv) any person or
group of persons (as defined by Section 13(d) of the Exchange Act) (other than
any employee benefit plan or employee benefit trust benefitting the employees of
the Company) becoming a beneficial owner, directly or indirectly, of securities
of the Company representing more than fifty (50%) percent of either the then
outstanding Common Stock, or the combined voting power of the Company's then
outstanding voting securities.
3. Termination. Subject to certain change in control provisions
set forth in Section 2 above, if the Optionee's term of office as an Eligible
Director is terminated for any reason (including the Optionee
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becoming an Employee), other than the Optionee's election or appointment as
Chairman, prior to the date that this option or a portion thereof first becomes
exercisable, such option or portion thereof which is not then exercisable shall
terminate and all rights thereunder shall cease. If the Optionee's term of
office as an Eligible Director terminates due to the Optionee's election or
appointment as Chairman (and the Optionee is not an Employee or does not become
an Employee as a result of such election or appointment), this Option shall not
terminate and shall continue to become exercisable as provided in Section 2
above. If thereafter such Chairman becomes an Employee, or ceases to be a
Director, prior to the date this option or a portion thereof first becomes
exercisable, such option or portion thereof which is then not exercisable shall
terminate and all rights hereunder relating thereto shall cease.
To the extent this option or any portion thereof is
exercisable and unexercised on the date the Optionee's term of office as an
Eligible Director is terminated for any reason (including the Optionee becoming
an Employee), other than the Optionee's election or appointment as Chairman,
this option shall terminate on the earlier of (i) the Expiration Date of this
option, and (ii) three months after such termination; provided, however, that
the exercise period in clause (ii) shall be extended to one year after
termination if the termination is due to the Optionee's death or Disability. To
the extent an Option or any portion thereof is exercisable and unexercised on
the date of the Optionee's term of office as an Eligible Director is terminated
due to the Optionee's election or appointment as the Chairman (and the Optionee
is not an Employee or does not become an Employee as a result of such election
or appointment), this option shall terminate on the earlier of (i) the
Expiration Date of this option, and (ii) three months after the Optionee becomes
an Employee or ceases to be a Director; provided, however, that the exercise
period in clause (ii) shall be extended to one year after the Optionee ceases to
be a Director if such termination is due to the Optionee's death or Disability.
Notwithstanding the foregoing two sentences, in the event this option would
otherwise expire during any period during which affiliates of the Company are
prohibited from disposing of Common Stock in order to comply with applicable
accounting and Securities and Exchange Commission rules, regulations, policies,
guidelines or other similar requirements so as to permit the Company to account
for a then completed or contemplated business combination under pooling of
interest, the exercise period in clause (ii) of the foregoing two sentences
shall be extended to the tenth business day following the expiration of any such
period in which such dispositions are prohibited.
4. 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 Company of a written
notice, in the form attached hereto, signed by the Optionee.
(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 2.6 of the Plan to effect a cashless exercise; or
(iii) Permitted Shares with a value (determined as of the
date of exercise of the option) equal to the purchase price of the shares being
purchased (the "Delivered Shares Method").
After receipt of the foregoing, and subject to Section 5 below, the
Company shall issue the shares in
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the name of the Optionee and deliver the certificates therefor to the Optionee.
(c) "Permitted Shares" are shares of Company 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 Company
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.
5. Compliance With Securities Laws. Anything to the contrary herein
notwithstanding, the Company'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 as the
Company deems necessary or advisable. The Company shall not be required to sell
and deliver stock pursuant hereto unless and until it receives satisfactory
proof that the issuance or transfer of such shares will not violate any of the
provisions of the Securities Act of 1933 or the Securities Exchange Act of 1934
or the rules and regulations of the Securities Exchange Commission promulgated
thereunder or the provisions of any state law governing the sale of securities,
or that there has been compliance with the provisions of such acts, rules,
regulations and state laws. If the Optionee fails to accept delivery and pay for
all or any part of the number of shares specified by such notice upon tender of
delivery thereof the Optionee's right to exercise this option with respect to
such undelivered shares may be terminated by the Company.
6. 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 Company unless the Company shall have been
furnished with written notice thereof and a copy of the will and/or such other
evidence as the Company 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.
7. Disputes. As a condition to 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 Board in its sole discretion and judgment and that
any such
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determination and any interpretation by the Board of the terms of this
Agreement shall be final and shall be binding and conclusive for all purposes.
8. Adjustments. In the event of any stock dividend, stock split,
recapitalization, reorganization, merger, consolidation, combination, exchange
or other relevant change in the capital structure of the Company affecting the
shares covered by this option, the rights of the Optionee shall be as provided
in Section 4.1 of the Plan.
9. Rights as Shareholder. The Optionee shall have no rights as a
shareholder of the Company 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.
10. 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 Company shall be delivered to the
Company's Chief Executive Officer at the principal office of the Company. All
notices by the Company 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 Company 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
Company to the Optionee at the Optionee's last designated address shall be
effective to bind any other person who shall acquire rights hereunder.
11. "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.
12. Governing Law. This Agreement has been made in and shall be
construed in accordance with the laws of the State of Michigan.
13. Provisions of Plan Controlling. The provisions hereof are subject
to the terms and provisions of the Plan. 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.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the day and year first above written.
PERCEPTRON, INC.
By:
---------------------------------------
-------------------------------
Its:
------------------------------
------------------------------------------
------------------------,Optionee
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NOTICE OF EXERCISE OF NON-QUALIFIED STOCK OPTION
UNDER THE PERCEPTRON, INC.
DIRECTORS STOCK OPTION PLAN
Perceptron, Inc.
00000 Xxxxxxx Xxxxx
Xxxxxxxx, XX 00000
Dear Sir:
A non-qualified stock option was granted to me on ,
to purchase 15,000 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.]
Dated:
----------------- ----------------------------------
---------------------, Optionee
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