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): August 30, 2010

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):

¨ Written communication 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 communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ 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 CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS

(e) On August 30, 2010, the Management Development, Compensation and Stock Option Committee of the Board of Directors of Perceptron, Inc. (the “Company”) approved the Company’s Fiscal 2011 Annual Incentive and Profit Sharing Plans.  All officers and named executive officers of the Company, as well as director-level team members, employed on or before December 31, 2010, participate in the Annual Incentive plan.  Generally, almost all team members of the Company below the director-level, employed on or before December 31, 2010, participate in the Profit Sharing plan. A written description of the Fiscal 2011 Annual Incentive and Profit Sharing Plans has been filed as Exhibit 10.1 to this Form 8-K and is incorporated herein by reference.

Item 9.01.  FINANCIAL STATEMENTS AND EXHIBITS

C.  Exhibits.

Exhibit No.	Description
10.1	Written Description of the Fiscal 2011 Annual Incentive and Profit Sharing Plans

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: September 7, 2010	/s/ David W. Geiss
	By: David W. Geiss
	Title: Vice President, General Counsel and Secretary

EXHIBIT INDEX

Exhibit
Number	Description
10.1	Written Description of the Fiscal 2011 Annual Incentive and Profit Sharing Plans.

 

EX-10.1

 

EXHIBIT 10.1

SUMMARY OF FISCAL 2011 ANNUAL INCENTIVE AND PROFIT SHARING PLANS

Fiscal 2011 Annual Incentive Plan

Under the Fiscal 2011 Annual Incentive Plan (the “Annual Incentive Plan”), the Company’s director-level team members, officers and named executive officers can earn annual incentive cash compensation seventy percent (70%) based upon performance against pre-established financial targets and twenty percent (20%) based upon achievement of two personal goals that are aligned with the Company’s strategic objectives.  The final ten percent (10%) of any bonus is at the discretion of the Management Development, Compensation and Stock Option Committee (the “Committee”).  The financial targets and personal goals include threshold, target and maximum level bonus objectives for the executive officers.  The amount of the award of any cash bonuses under the Annual Incentive Plan for fiscal 2011 performance will be based on the Company’s achievement of specified results with respect to corporate operating income and revenue targets for fiscal 2011.

If the threshold, target or maximum performance objectives are met, participants will receive a bonus payment under the Annual Incentive Plan, with the specific amount that such participant receives dependent on personal and company performance and, for certain named executive officers, business unit performance.

The amount that could be received by our President and Chief Executive Officer under the Annual Incentive Plan ranges from 0% (assuming the threshold objectives were not met) and 50% of base salary, with a threshold bonus amount of 10% of base salary.  For each of the other named executive officers, the amount such officers could receive under the Annual Incentive Plan ranges from 0% to 40% of base salary, with a threshold bonus amount of 8% of base salary.

The financial targets and weightings relevant to the cash incentive determination for fiscal 2011 for each of the named executive officers will be as follows:

Name	Title	Financial Targets
Harry R. Rittenour	President and Chief	Company Operating Income(40%)
	Executive Officer	Company Revenue (30%)
John H. Lowry, III	Vice President, Chief	Company Operating Income(40%)
	Financial Officer	Company Revenue (30%)
Richard Price	Vice President	Company Operating Income(40%)
	Commercial Products	Company Revenue (10%)
	Business Unit	CBU Revenue (20%)
Mark S. Hoefing	Senior Vice President	Company Operating Income(40%)
	Industrial Business	Company Revenue (10%)
	Unit	IBU Revenue (20%)

After completion of fiscal 2011, the Committee will determine the extent to which the specified goals relating to the financial targets and personal goals have been achieved and will determine the actual amounts to be paid.

The Committee reserves the right, in its sole and absolute discretion, to change the eligibility for participation under the Annual Incentive Plan, to revise, eliminate or otherwise modify any performance targets, to modify any participant’s target bonus, or otherwise to increase, decrease or eliminate any incentive payouts to any participant under the Annual Incentive Plan, regardless of the level of performance targets that have been achieved, including to provide for no incentive payout to a participant even though one or more performance targets have been achieved.

Participating team members under the Annual Incentive Plan must be employed on or before December 31, 2010 in order to be eligible. Those hired between July 1, 2010 and December 31, 2010 will receive a pro-rata portion of their individual participation level. Participating team members must be employed by the Company at the date of the payment in fiscal 2011.

Fiscal 2011 Profit Sharing Plan

Under the Fiscal 2011 Profit Sharing Plan (the “Profit Sharing Plan”), most of the Company’s team members below the director level can earn a profit sharing cash payment based upon pre-established financial targets. The financial targets include threshold, target and maximum level bonus objectives for team members. The amount of the award of any cash bonuses under the Profit Sharing Plan for fiscal 2011 performance will be based on our achievement of specified results with respect to corporate operating income targets for fiscal 2011.

Team member participation levels are stated as a percentage of base salary. There is a cap on the amount of the bonus that could be earned. The profit sharing pool will be distributed pro rata according to each team member’s predetermined participation level.

After completion of fiscal 2011, the Committee will determine the extent to which the specified goals relating to the financial targets have been achieved and will determine the actual amounts to be paid.

The Committee reserves the right, in its sole and absolute discretion, to change the eligibility for participation under the Profit Sharing Plan, to revise, eliminate or otherwise modify any performance targets, to modify any participant’s target bonus, or otherwise to increase, decrease or eliminate any incentive payouts to any participant under the Profit Sharing Plan, regardless of the level of performance targets that have been achieved, including to provide for no incentive payout to a participant even though one or more performance targets have been achieved.

Participating team members under the Profit Sharing Plan must be employed on or before December 31, 2010 in order to be eligible.  Those hired between July 1, 2010 and December 31, 2010 will receive a pro-rata portion of their individual participation level.  Participating team members must be employed by the Company at the date of the payment in fiscal 2011.