8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

Form 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported)       September 1, 2006

PERFICIENT, INC.

(Exact Name of Registrant as Specified in its Charter)

Delaware	001-15169	74-2853258
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

1120 South Capital of Texas Highway, Suite 220, Bldg. 3, Austin, Texas	78746
(Address of Principal Executive Offices)	(Zip Code)

(512) 531-6000

Registrant’s telephone number, including area code     

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01.Entry Into a Material Definitive Agreement.

On September 1, 2006, Perficient, Inc. (the “Company”) entered into an amendment to the offer letter previously entered into with Paul E. Martin, the Company’s Chief Financial Officer.

The amendment provides for accelerated vesting of 50% of Mr. Martin’s initial restricted stock grant upon a change of control with additional vesting and severance compensation in certain instances if Mr. Martin is terminated in connection with or within one year following the change in control.

A copy of the offer letter amendment is filed as Exhibit 10.1 to this Current Report on Form 8-K, the full terms of which are incorporated herein by reference.

Item 9.01.Financial Statements and Exhibits.

(c)Exhibits.

Exhibit No.		Description
10.1	—	Offer Letter Amendment, dated August 31, 2006, by and between Perficient, Inc. and Mr. Paul E. Martin.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: September 6, 2006	PERFICIENT, INC.
	By:	/s/ Paul E. Martin
		Paul E. Martin
		Chief Financial Officer

PERFICIENT, INC.

EXHIBIT INDEX

Exhibit No.		Description
10.1	—	Offer Letter Amendment, dated August 31, 2006, by and between Perficient, Inc. and Mr. Paul E. Martin.

EX-10.1

Exhibit 10.1

August 31, 2006

Mr. Paul Martin

1142 Greystone Manor Parkway

Chesterfield, Missouri 63005

Dear Paul:

Reference is hereby made to your Offer Letter, dated July 17, 2006 (the “Offer Letter”), accepted by you on July 20, 2006, related to your employment as the Chief Financial Officer of Perficient, Inc. (the “Company”).

The Offer Letter provides for a restricted stock grant of 50,000 shares (the “Employee Grant”), subject to approval of the Compensation Committee of the Board of Directors of the Company, with a five year vesting schedule as set forth in the Offer Letter. The Restricted Stock Grant was approved by the Compensation Committee on August 29, 2006. As discussed, subject to further approval of the Compensation Committee, the Company has agreed to insert into Paragraph 6(a) of the Restricted Stock Award Agreement a special accelerated vesting provision that provides for 50% acceleration of vesting upon a Corporate Transaction, with further acceleration of all unvested stock in the event of your Involuntary Termination in connection with or within one year after a Corporate Transaction (as such terms are defined in the Restricted Stock Award Agreement).

The Offer Letter also provides that “you will be eligible for severance compensation if you are terminated without cause up to one year following a change of control (as defined in the 1999 Perficient Stock Options/Stock Issuance Plan).” As discussed, the Company agrees to modify this provision of the Offer Letter such that you will be eligible for severance compensation (as provided therein) if you are subject to an Involuntary Termination in connection with or within one year following a Corporate Transaction (as such terms are defined in the Restricted Stock Award Agreement).

The Offer Letter, as modified by this letter, together with the Restricted Stock Award Agreement (and related Notice of Grant) and other agreements referred to in the Offer Letter, contain all of the terms of your employment with the Company and supersede any prior understandings or agreements, whether oral or written, between you and the Company. Except as modified herein, the Offer Letter remains in full force and effect.

If the foregoing terms are acceptable, please indicate your agreement by signing and dating this letter in the space provided below and returning to me.

Sincerely,

/s/ Jeffrey Davis

Jeffrey Davis

President and Chief Operating Officer

Perficient, Inc.

AGREED TO AND ACCEPTED BY:

/s/ Paul E. Martin

Paul E. Martin

Dated: September 1, 2006