PERCEPTRON, INC. (NASDAQ:PRCP) Files An 8-K Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement.

On November 17, 2016, Perceptron, Inc. (the Company) entered into
the First Amendment to Standstill Agreement (the Standstill
Agreement Amendment) with Harbert Discovery Fund LP, Harbert
Discovery Fund GP, LLC, Harbert Fund Advisors Inc. and Harbert
Management Corporation (collectively, Harbert), which amended the
Standstill Agreement, dated August 9, 2016, between the Company
and Harbert. The Company also entered into the First Amendment to
Voting Agreement (the Voting Agreement Amendment) with Moab
Partners, L.P. and Moab Capital Partners, LLC (collectively, the
Moab) on November 17, 2016, which amended the Voting Agreement,
dated August 9, 2016, between the Company and Moab. The
Standstill Agreement Amendment and the Voting Agreement Amendment
provide that, upon the appointment by the Board of Directors of
the Company (the Board) of a new President and Chief Executive
Officer, by June 1, 2017, the new President and Chief Executive
Officer will be appointed to the Board to fill a vacancy left by
resignation of either Robert S. Oswald or Terryll R. Smith, who
will resign from the Board at that time to facilitate the
appointment.

The foregoing description of the Standstill Agreement Amendment
and the Voting Agreement Amendment is not complete and is
qualified in its entirety by reference to the Standstill
Agreement Amendment and the Voting Agreement Amendment, copies of
which are attached hereto as Exhibits 10.1 and 10.2 and
incorporated by reference.

Item 5.02. Departure of Directors or Certain Officers;
Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.

Effective November 17, 2016, the Board appointed David L. Watza
as President and Chief Executive Officer of the Company.

Mr. Watza succeeds W. Richard Marz, who was appointed as interim
President and Chief Executive Officer of Perceptron in January
2016. Mr. Marz will continue in his role as Chairman of the Board
of Perceptron.

On November 17, 2016, the Company issued a press release
announcing Mr. Watzass appointment. Attached hereto and
incorporated by reference as Exhibit 99.1 is the press release
relating to such announcement. Such information, including
Exhibit 99.1 attached hereto under Item 9.01, shall not be deemed
filed for purposes of Section 18 of the Securities Act of 1934,
nor shall it be deemed incorporated by reference in any filing
under the Securities Act of 1933, except as shall be expressly
set forth by specific reference in such filing.

Mr. Watza, 50, has been Senior Vice President, Finance, Chief
Financial Officer, Treasurer and Assistant Secretary of the
Company since October 2015. Mr. Watza will continue to serve as
the Chief Financial Officer, Treasurer and Assistant Secretary of
the Company. Prior to joining the Company, Mr. Watza served as
Vice President of Corporate Development of TriMas Corporation
(NASDAQ: TRS), with responsibility for acquisitions, divestures,
and Treasury operations. Mr. Watza joined TriMas in 2005, holding
positions of increasing responsibility and professional growth
including Vice President Finance, Business Planning Analytics,
responsible for strategic planning, annual operating planning and
forecasting, and corporate information technology; division
Finance Officer for Trimas Australia Holdings Ltd.; and division
Finance Officer for Cequent Performance Products. Mr. Watza
possesses more than 25 years of finance experience in engineered
products and manufacturing businesses with responsibilities in
accounting, finance and information technology. He earned his
Bachelor of Business Administration at the University of
Michigan.

Under the terms of the Offer Letter between Mr. Watza and the
Company, Mr. Watzas annual base salary will be $325,000. He will
be eligible to participate in the Companys fiscal 2017 incentive
plans, prorated between his term as Senior Vice President,
Finance and his term as President and Chief Executive Officer.
His bonus potential level under the Companys Fiscal 2017
Executive Short Term Incentive Plan and Long Term Incentive Plan
will be targeted at 60% and 30% of his annual salary,
respectively. Mr. Watza is entitled to receive medical, executive
life and disability insurance coverage and other benefits
available generally to senior management of the Company and a
monthly car allowance of $850. The foregoing description of the
Offer Letter is not complete and is qualified in its entirety by
reference to the Offer Letter, a copy of which is attached as
Exhibit 10.3 to this Current Report on Form 8-K and is
incorporated herein by reference.

On November 17, 2016, the Management Development, Compensation
and Stock Option Committee awarded Mr. Watza a non-qualified
option to purchase 100,000 shares of the Companys Common Stock,
under the Companys 2004 Stock Incentive Plan, with a grant date
effective December 1, 2016. The option will be issued on the
current form of Non-Qualified Stock Option Agreement for
Officers. The option will become exercisable in three equal
annual installments beginning December 1, 2017 at an exercise
price equal to the fair market value of the Companys Common Stock
as of December 1, 2016.

The Company and Mr. Watza also entered into the First Amendment
to Severance Agreement (the Severance Agreement Amendment) on
November 17, 2016, which amended the Severance Agreement, dated
October 19, 2015, between the Company and Mr. Watza. The
Severance Agreement Amendment provides for certain additional
severance benefits, including one times, rather than one-half
times, his base salary, reimbursement for COBRA coverage expenses
and continuation of welfare benefits (other than health benefits)
for one year, rather than six months, following his termination
of employment and, if termination is six months prior to or
within two years following certain changes in control of the
Company, his severance benefits will be two times, rather than
one times, his base salary, and reimbursement for COBRA coverage
expenses and continuation of his welfare benefits (other than
health benefits) for two years, rather than one year, following
his termination of employment. The foregoing description of the
Severance Agreement Amendment is not complete and is qualified in
its entirety by reference to the Severance Agreement Amendment, a
copy of which is attached as Exhibit 10.4 to this Current Report
on Form 8-K and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

D. Exhibits.

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.

PERCEPTRON, INC. (NASDAQ:PRCP) Recent Trading Information

PERCEPTRON, INC. (NASDAQ:PRCP) closed its last trading session down -0.03 at 6.16 with 12,350 shares trading hands.