8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 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): October 9, 2007

PERCEPTRON, INC.

(Exact Name of Registrant as Specified in Charter)

Michigan	0-20206	38-2381442
(State or Other Jurisdiction	(Commission	(IRS Employer
of Incorporation)	File Number)	Identification No.)

47827 Halyard Drive, Plymouth, MI	48170-2461
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code (734) 414-6100

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box 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):

o Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

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

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

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

Item 5.02.DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF OFFICERS; APPOINTMENT OF PRINCIPAL OFFICERS

(b)As previously announced on a Form 8-K filed on September 7, 2007, Wilfred J. Corriveau, Senior Vice President - Global Automotive of Perceptron, Inc. (the “Company”), terminated his employment with the Company on September 6, 2007 to pursue other opportunities.

(e)First Amendment to Severance Agreement with Wilfred J. Corriveau

On October 2, 2007 with an effective date of September 6, 2007, the Company entered into a First Amendment to Severance Agreement with Mr. Corriveau (the “Amendment”) which amended the Severance Agreement dated September 8, 2005 (the “Severance Agreement”). The Severance Agreement was previously filed as an exhibit to the Company’s Form 8-K dated September 9, 2005 and filed with the Securities and Exchange Commission on September 12, 2005. Pursuant to the Amendment, the Company and Mr. Corriveau agreed, effective upon expiration of the Revocation Period set forth in the release executed by Mr. Corriveau as required by the Severance Agreement which was October 9, 2007, to amend the Severance Agreement as follows:

(i) The Company will pay directly Mr. Corriveau’s COBRA continuation coverage premiums through March 6, 2008, if the Mr. Corriveau elects COBRA continuation coverage, in lieu of Mr. Corriveau’s continued direct coverage under the Company’s group health plan.

(ii) The Company’s obligation to provide health and welfare plan benefits following the Effective Date, as provided in Section 3(b)(iii) of the Severance Agreement, shall cover only the following benefits and shall expire on March 6, 2008:

Group Life coverage

Executive Life Coverage

 

(iii) The Company will pay Mr. Corriveau Nine Hundred Dollars ($900.00) per month through March 6, 2008, in lieu of the Mr. Corriveau’s car benefit provided in Section 3(b)(iv) of the Severance Agreement.

(iv) On September 5, 2008, the Company shall pay Mr. Corriveau a lump sum payment of Fifty Seven Thousand Five Hundred Dollars ($57,500.00), less applicable income and employment withholding taxes. In the event there is a payment to Mr. Corriveau under Section 4 of the Severance Agreement, the Company’s obligation under this provision shall terminate.

(v) The Company agreed to accelerate the vesting of 6,250 shares of the Company’s common stock under the Perceptron, Inc. 1992 Stock Option Plan that were scheduled to vest on November 5, 2007.

The foregoing description of the Amendment is not complete and is qualified in its entirety by reference to the First Amendment to Severance Agreement, a copy of which is attached as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01. FINANCIAL STATEMENTS AND EXHIBITS

C. Exhibits.

Exhibit No.Description

10.1                           First Amendment to Severance Agreement dated October 2, 2007 between Perceptron, Inc. and Wilfred J.

                                  Corriveau

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.

	PERCEPTRON, INC.
	(Registrant)
Date:October 11, 2007	/s/ David W. Geiss
	By: David W. Geiss
	Title: Vice President, General Counsel and Secretary

EXHIBIT INDEX

Exhibit

Number Description

10.1 First Amendment to Severance Agreement dated October 2, 2007 between Perceptron, Inc. and Wilfred J. Corriveau

EX-10.1

PERCEPTRON, INC.

FIRST AMENDMENT TO SEVERANCE AGREEMENT

THIS FIRST AMENDMENT TO SEVERANCE AGREEMENT, dated as of September 8, 2005, between Perceptron, Inc. (the “Company”) and Wilfred J. Corriveau (the “Executive”), (the “Agreement”) is dated October 2, 2007.

The Company and the Executive hereby agree as follows:

 1. Defined Terms. Terms defined in the Agreement shall be used in this First Amendment with their defined meanings as contained in the Agreement, unless otherwise defined here.

 2. Amendment of the Agreement. Company and Executive agree, effective upon expiration of the Revocation Period set forth in the release executed by Executive as required by the Agreement, as follows:

(i) Executive’s employment with Company has terminated effective September 6, 2007 (the “Effective Date”).

(ii) Pursuant to Section 3 of the Agreement, Executive shall be entitled to the payments set forth in Section 3(b) of the Agreement, as modified below:

(a)	The Company will pay directly the Executive’s COBRA continuation coverage premiums through March 6, 2008, if the Executive elects COBRA continuation coverage, in lieu of Executive’s continued direct coverage under the Company’s group health plan.
(b)	The Company’s obligation to provide health and welfare plan benefits following the Effective Date, as provided in Section 3(b)(iii) of the Agreement, shall cover only the following benefits and shall expire on March 6, 2008:
	Group Life coverage
	Executive Life Coverage
(c)	The Company will pay Executive Nine Hundred Dollars ($900.00) per month through March 6, 2008, in lieu of the Executive’s car benefit provided in Section 3(b)(iv) of the Agreement.

  (iii) On September 5, 2008, the Company shall pay Executive a lump sum payment of Fifty Seven Thousand Five Hundred Dollars ($57,500.00), less applicable income and employment withholding taxes. In the event there is a payment to Executive under Section 4 of the Agreement, the Company’s obligation under this Section 2(iii) shall terminate.

(iv) The Company shall make all payments due to Executive under Section 16 of the Agreement through December 31, 2009, no later than December 31, 2009, and shall have no further obligation to Executive under Section 16 thereafter.

(v) The following stock option agreements between the Company and Executive (the “Option Agreements”) provide that all options which are exercisable under the terms of the Option Agreements at the Effective Date terminate three months after the Effective Date. On the Effective Date the Company agrees to accelerate the vesting of 6,250 options that were scheduled to vest on November 5, 2007. All Options under the Option Agreements which are not exercisable at the Effective Date shall be terminated at that time.

Agreement Date	Plan	Number of Exercisable Options	Number of Unexercisable Options	Termination Date
October 2, 2000	1992	37,500	0	December 6, 2007
September 3, 2002	1992	4,500	0	December 6, 2007
September 2, 2003	1992	29,250	0	December 6, 2007
September 2, 2003	1992	750	0	December 6, 2007
November 5, 2004	1992	16,570	6,250	December 6, 2007
November 5, 2004	1992	2,180	0	December 6, 2007
January 2, 2006	2004	3,125	9,375	December 6, 2007
June 1, 2007	2004	0	12,500	N/A

(vi) Through December 31, 2008, Executive shall only sell shares of the Company’s Common Stock owned by him in accordance with the volume limitations set forth in Securities and Exchange Commission Rule 144(e)(1), whether or not Executive is required by law to comply with such limitations.

(vii) Company and Executive shall agree by separate written document on a non-exclusive list of companies that are specifically covered by the terms of the Perceptron Executive Agreement Not to Compete, dated August 18, 2000, between Company and Executive (the “Non-Compete Agreement”). Executive agrees not to be associated with such companies during the Non-Compete Period (as defined in the Non-Compete Agreements).

3. Non-Competition and Restrictive Covenant. If, during the term that the Executive is receiving benefits under the Agreement, Executive violates the terms of this Agreement, the Non-Compete Agreement, the Company’s Proprietary Information and Inventions Agreement, or any other non-competition or confidentiality agreement with the Company, the Company’s obligations to the Executive under this Agreement and the Option Agreements shall automatically terminate.

4. Continued Effectiveness. All other provisions of the Agreement shall remain in full force and effect, including, but not limited to, Sections 5, 6, 9 and 10, and shall apply equally to all amounts or benefits required to be paid or provided to Executive under this Agreement.

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5. Amendment of Agreement. The Agreement, including this First Amendment, shall not be modified or amended except by instrument in writing signed by the parties hereto. The parties agree that the Agreement, including this First Amendment, shall be amended if required and as required to comply with applicable law, including, but not limited to, Code Section 409A.

6. Governing Law. To the extent not preempted by Federal law, the Agreement, including this First Amendment, shall be governed and construed in accordance with the laws of the State of Michigan, without regard to its conflicts of law rules.

7. Entire Agreement. The Agreement, including this First Amendment, represent the entire agreement and understanding of the parties with respect to the subject matter of the Agreement (other than the Non-Compete Agreement, the Company’s Proprietary Information and Inventions Agreement, the Option Agreements, and the agreement referred to in Section 2(vii), which shall remain in full force and effect after the execution of this Agreement).

IN WITNESS WHEREOF, the parties hereto have executed this First Amendment to Severance Agreement as of the day and year first written above.

PERCEPTRON, INC.
By:	/s/ A. A. Pease
	Alfred A. Pease, President and Chief Executive Officer
	/s/ W. J. Corriveau 2-OCT-07
	WILFRED J. CORRIVEAU

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