Exhibit 10.5
PERCEPTRON, INC.
EXECUTIVE AGREEMENT NOT TO COMPETE
I recognize that Perceptron, Inc., a Michigan corporation, and its direct
and indirect subsidiaries, whether now in existence, or hereafter acquired or
created, (including, but not limited to, Perceptron B.V., Perceptron GmbH,
Perceptron Canada, Inc., Peceptron Global, Inc. and Perceptron Brazil, LLC)
(collectively, the "Company"), desires to insure that I do not compete with the
Company, as specified below.
In consideration of the Company's employment of me, and other good and
valuable consideration, the receipt of which is hereby acknowledged, I agree as
follows:
1. During the term of my employment by the Company (which period shall be
referred to as "my Engagement"), and thereafter during the longer of (i) any
period in which the Company is obligated to make payments to me (the "Payment
Completion Period"), or (ii) 12 months from the end of my Engagement (the
"Non-Compete Period"), I shall not engage, directly or indirectly, as officer,
director, shareholder, partner, member, associate, consultant, owner, agent,
independent contractor, employee or otherwise of any person, firm, corporation
or other business engaged, anywhere in the world, (i) in any business conducted
by the Company during my Engagement, or any business which I was aware, during
my Engagement, that the Company planned to engage in, or (ii) in any business
involving the design, development, manufacture, sale or servicing of machine
vision sensors and systems utilizing electro-optical techniques or component
parts utilized in such sensors or systems (the "Non-Compete Provisions");
provided that the ownership of one (1%) percent or less of the stock in any
publicly traded corporation in such a business shall not be violative of the
foregoing covenant. In the event that I shall fail to comply with any of my
obligations under this Agreement, in addition to any other remedies that the
Company may have at law or in equity, my employment with the Company as an
employee shall automatically terminate and the Company's obligations to me shall
automatically terminate, including any obligations of the Company to me for
severance or other compensation or benefits following termination of my
Engagement.
2. I understand that nothing in this Agreement shall affect my obligations
under the "Proprietary Information and Inventions Agreement" between the Company
and myself dated ____________________.
3. I shall notify the Company, during the Non-Compete Period of any change
in my address and each subsequent employment or business activity (stating the
name and address of the employer or business, the nature of the business of such
employer or business and the nature of my position) in which I engage during
such Non-Compete Period.
4. I acknowledge that this Agreement embodies the entire agreement and
understanding between the parties hereto and there are no other agreements or
understandings, oral or written, between the parties hereto with respect to the
subject matter hereof, and, that this Agreement shall supersede all previous
agreements, negotiations, commitments and writings with respect to the subject
matter hereof. No waiver and no modification or amendment of any
provision of this Agreement shall be effective unless specifically made in
writing and duly signed by the party to be bound thereby.
5. I hereby acknowledge that, in the event any provision of this Agreement
or portion thereof is found to be wholly or partially invalid, illegal or
unenforceable in any judicial proceeding, then such provision shall be deemed to
be modified or restricted to the extent and in the manner necessary to render
the same valid and enforceable, or shall be deemed excised from this Agreement,
as the case may require, and this Agreement shall be construed and enforced to
the maximum extent permitted by law, as if such provision had been originally
incorporated herein as so modified or restricted, or as if such provision had
not been originally incorporated herein, as the case may be.
6. I acknowledge that the Company may assign its rights under this
Agreement to any affiliate or any person who acquires or succeeds to any part of
the business or assets of the Company.
7. I acknowledge that if there is a breach or threatened breach of the
provisions of this Agreement, the Company shall be entitled to an injunction
restraining me from such breach, in addition to any other remedies available to
the Company for such breach or threatened breach.
8. I acknowledge that this Agreement may be executed in one or more
counterpart copies; each of those fully executed copies shall be considered as
original, but together shall constitute one agreement.
9. I acknowledge that this Agreement has been negotiated, executed, and
delivered in, and will be governed by the laws of, the State of Michigan,
without regard to the conflict or choice of law principles of that state which
might otherwise be applicable, and I acknowledge and agree to submit to the
jurisdiction of the courts of and in the State of Michigan with respect thereto.
Date: By:
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ACCEPTED AND AGREED TO:
PERCEPTRON, INC., on its own behalf
and on behalf of its subsidiaries,
whether now in existence or hereafter
acquired or created.
By:
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Title:
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