PERCEPTRON, INC. (NASDAQ:PRCP) Files An 8-K Entry into a Material Definitive AgreementItem 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On September 25, 2017, the Fifth Amendment to the Perceptron, Inc. First Amended and Restated 2004 Stock Incentive Plan (the “2004 Stock Plan”) was approved on behalf of the Board of Directors, subject to shareholder approval, to (i) increase the total number of Common Stock available for grant under such plan by 500,000 shares, from 2,100,000 to 2,600,000 shares, (ii) eliminate the liberal recycling provision, (iii) provide that no dividends or dividend equivalents will be paid on stock options or stock appreciation rights and (iv) provide that cash dividends on restricted stock grants and performance share awards payable in restricted stock will be paid in cash or the amount or value thereof will be automatically reinvested in additional restricted stock, as determined by the Management Development Committee, and may vest and be paid only if and to the extent that the related restricted stock award becomes payable, as is currently the case for other awards granted under the 2004 Stock Plan. Such amendment is being submitted to shareholders for approval at the Annual Meeting of Shareholders to be held on November 9, 2017 at 9:00 a.m. at the Company’s headquarters, 47827 Halyard Drive, Plymouth, Michigan. The Board also approved the Fourth Amendment to the 2004 Stock Incentive Plan to clarify certain provisions of the plan. The amendments to the 2004 Stock Incentive Plan are attached hereto as Exhibits 10.1 and 10.2 and incorporated herein by reference.
Item 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS
On September 25, 2017, the Management Development, Compensation and Stock Option Committee (the “Committee”) of the Board of Directors of Perceptron, Inc. (the “Company”) approved the Company’s Fiscal 2018 Executive Short Term and Long Term Incentive Plans (the “Plans”). Certain of the Company’s key executives, including the named executive officers, employed on or before December 31, 2017, are eligible to participate in the Plans. Written descriptions of the Plans have been filed as Exhibit 10.3 to this Current Report Form 8-K and are incorporated herein by reference.
Under the terms of the Fiscal 2018 Executive Long Term Incentive Plan (the “FY 2018 LTI Plan”), the Company will issue restricted stock units and performance share units under the 2004 Stock Plan to participants in the FY 2018 LTI Plan, including the named executive officers, with a grant date effective October 2, 2017. The restricted stock units and performance share units will be issued on the form of Restricted Stock Unit Award Agreement (Three Year Graded Vesting) for Team Members and the form of Performance Share Unit Award Agreement for Team Members (Three Year Performance Vesting) approved at that time and attached hereto as Exhibit 10.4 and 10.5.
On September 25, 2017, the Committee awarded Mr. Watza a non-qualified option to purchase 100,000 shares of the Company’s Common Stock, under the Company’s 2004 Stock Plan, with a grant date effective October 2, 2017. The option will be issued on the form of Non-Qualified Stock Option Agreement for Officers approved at that time and attached hereto as Exhibit 10.6. The option will become exercisable in three equal annual installments beginning October 2, 2018 at an exercise price equal to the fair market value of the Company’s Common Stock as of October 2, 2017.
Item 9.01. Financial Statements and Exhibits
PERCEPTRON INC/MI ExhibitEX-10.1 2 exh_101.htm EXHIBIT 10.1 Exhibit 10.1 FOURTH AMENDMENT TO THE PERCEPTRON,…To view the full exhibit click
About PERCEPTRON, INC. (NASDAQ:PRCP)
Perceptron, Inc. develops, produces and sells a range of automated industrial metrology products and solutions to manufacturing organizations for dimensional gauging, dimensional inspection and three-dimensional (3D) scanning. The Company’s products include 3D machine vision solutions, robot guidance, coordinate measuring machines (CMMs), laser scanning and advanced analysis software. The Company’s products are categorized as In-Line, Near-Line and Off-Line Measurement Solutions (Measurement Solutions); 3D Scanning Solutions, and Value Added Services. Its In-Line and Near-Line measurement solutions include AutoGauge, AutoFit, AutoScan, AutoGuide and Helix. Its Off-Line measurement solutions include Coord3 and TouchDMIS. Its 3D Scanning Solutions include ScanWorks, ScanR and WheelWorks. Its Value Added Services include training, field service, calibration, launch support services, maintenance agreements and repairs. The Company operates in the Americas, Europe and Asia.