Exhibit 10.1
RELEASE AGREEMENT
THIS AGREEMENT (“Agreement”)
is made by and between Jeffrey M. Armstrong (“Employee”) and Perceptron, Inc. (the “Company”).
RECITALS
A. Employee has
terminated employment with the Company, effective January 26, 2016 (the “Separation Date”).
B. Employee has
been given the opportunity to review this Agreement, to consult with legal counsel, and to ascertain his rights and remedies.
C. Employee and
Company, without any admission of liability, desire to settle with finality, compromise, dispose of, and release any and all claims
and demands asserted or which could be asserted arising out of Employee’s employment at and separation from Company.
In consideration of
the foregoing and of the promises and mutual covenants contained herein, it is hereby agreed between Employee and Company as follows:
AGREEMENT
1. In exchange for
the good and valuable consideration set forth in that certain Agreement, made as of October 24, 2013, between the Company and Employee
(the “Severance Agreement”), the parties agree as provided below.
2. The Employee
is entitled only to the following payments/benefits under the Severance Agreement and that such entitlement is conditioned on the
Employee’s execution and proper submission of this Agreement to the Company:
| (a) | continuation of payment of the Employee’s annual base salary of $367,500 for 12 months
following the Employee’s termination of employment (the “Severance Period”), payable in accordance with the Company’s
regular payroll payment practices, less applicable withholdings, in accordance with the timing restrictions set forth below; |
| (b) | a prorated portion of any bonus that the Employee would have earned for fiscal 2016, to be paid when fiscal year bonuses are
paid to other employees, as provided in Section 3(b)(ii) of the Severance Agreement; |
| (c) | Company will reimburse Employee the premiums associated with COBRA benefits continuation coverage relating to dental and vision
for twelve (12) months following Employee’s termination of employment, as provided in Section 3(b)(iii) of the Severance
Agreement. Employee understands that in order to be eligible to receive this reimbursement, he must apply for and utilize COBRA
benefits continuation and present proof of payment to Company, which will then issue reimbursement to him in the ordinary course
of business. Employee further understands that he is solely responsible for making timely payments of his COBRA insurance premiums. |
| (d) | continuation of payment of premiums for the Employee’s current executive life insurance policy to continue coverage for
the Severance Period or, if earlier, the death of the Employee, to the extent permitted by the terms of such policy, as provided
in Section 3(b)(iii) of the Severance Agreement; |
| (e) | continuation of payment of premiums for the Employee’s current supplemental executive disability policy to continue coverage
for the Severance Period or, if earlier, the death of the Employee, to the extent the continuance of such policy is permitted by
the terms of such policy, as provided in Section 3(b)(iii) of the Severance Agreement; |
| (f) | continuation of payment of the Employee’s car benefit allowance of $850 per calendar month for the Severance Period,
or, if earlier, the death of the Employee, as provided in Section 3(b)(iv) of the Severance Agreement; |
| (g) | reimbursement of any accrued but unpaid expenses incurred by the Employee prior to Separation Date incurred in accordance with
the Company’s expense reimbursement policy, as provided in Section 3(d) of the Severance Agreement; and |
| (h) | if the Company incurs a Change in Control (as defined in the Severance Agreement) within six months
after the Separation Date, the Employee shall receive the additional severance payments/benefits provided under Section
4 of the Severance Agreement, as adjusted in accordance with Section 4(e) for any payments/benefits previously paid hereunder. |
3. Employee understands
that unless specified otherwise, the payments/benefits provided hereunder will begin in accordance with the Company’s regular
payroll practices as soon as reasonably practicable after this Agreement has been executed, properly submitted to the Company,
and the Revocation Period (as defined in Section 10, below) has expired. Provided, however, that benefits/payments that are not
exempt from Section 409A of the Internal Revenue Code of 1986, as amended, (the “Code”) shall commence within 90 days
following the Employee’s Separation Date, but only if this Agreement has been executed, properly submitted to the Company
and the Revocation Period has expired; and provided further, that if the 90-day period spans two calendar years, the applicable
payments/benefits shall commence in the second calendar year. Notwithstanding the foregoing, if Employee is a “Specified
Employee” as defined under Code Section 409A on the Separation Date, payments/benefits not exempt from Code Section 409A
shall commence in accordance with Section 3(c) of the Severance Agreement.
4. Employee hereby
releases, waives and discharges any and all manner of action, causes of action, claims, rights, charges, suits, damages, debts,
demands, obligations, attorneys’ fees, and any and all other liabilities or claims of whatsoever nature, whether in law or
in equity, known or unknown, including, but not limited to, age discrimination under the Age Discrimination in Employment Act of
1967 (as amended), employment discrimination prohibited by other federal, state or local laws, and any other claims, which Employee
has claimed or may claim or could claim in any local, state or federal or other forum, against Company, its directors, officers,
employees, agents, attorneys, successors and assigns as a result of or relating to Employee’s employment at and separation
from Company and as an officer of Company as a result of any acts or omissions by Company or any of its directors, officers, employees,
agents, attorneys, successors or assigns (“Covered Acts or Omissions”) which occurred prior to the date of this Agreement;
excluding only those for indemnification under the Company’s articles of incorporation, bylaws or applicable law by reason
of his service as an officer or director of the Company and those arising under the Severance Agreement.
5. Employee agrees
to immediately return to Company all property, assets, manuals, materials, information, notes, reports, agreements, memoranda,
customer lists, formulae, data, know-how, inventions, trade secrets, processes, techniques, and all other assets, materials and
information of any kind or nature, belonging or pertaining to Company (“Company Information and Property”), including,
but not limited to, computer programs and diskettes or other media for electronic storage of information containing Company Information
and Property, in Employee’s possession, and Employee shall not retain copies of any such Company Information and Property.
Employee further agrees that from and after the date hereof he will not remove from Company’s offices any Company Information
and Property, nor retain possession or copies of any Company Information and Property.
6. Employee agrees
that he shall never make any statement that negatively affects the goodwill or good reputation of the Company, or any officer or
director of Company, except as required by law or to enforce his rights, and except that such statements may be made to members
of the Board of Directors of the Company.
7. Employee covenants
and agrees that he shall never commence or prosecute, or knowingly encourage, promote, assist or participate in any way, except
as required by law, in the commencement or prosecution, of any claim, demand, action, cause of action or suit of any nature whatsoever
against Company or any officer, director, employee or agent of Company (“Covered Litigation”) that is based upon any
claim, demand, action, cause of action or suit released pursuant to this Agreement or involving or based upon the Covered Acts
and Omissions.
8. Employee further
agrees that he has read this Agreement carefully and understands all of its terms.
9. Employee understands
and agrees that he was advised to consult with an attorney and did so prior to executing this Agreement.
10. Employee understands
and agrees that he has been given twenty-one (21) days within which to consider this Agreement.
11. Employee understands
and agrees that he may revoke this Agreement for a period of seven (7) calendar days following the execution of this Agreement
(the “Revocation Period”) and any payments or agreements conditioned upon his signing this Agreement shall not be paid
until the Revocation Period expires and such payments shall not be required to be paid and such agreements shall be deemed revoked
if this Agreement is revoked. This Agreement is not effective until this revocation period has expired. Employee understands that
any revocation, to be effective, must be in writing and either (a) postmarked within seven (7) days of execution of this Agreement
and addressed to Margee Kaczmarek, Vice President Human Resources, Perceptron, Inc., 47827 Halyard Drive, Plymouth, Michigan 48170
or (b) hand delivered within seven (7) days of execution of this Agreement to Margee Kaczmarek, Vice President Human Resources,
Perceptron, Inc., 47827 Halyard Drive, Plymouth, Michigan 48170. Employee understands that if revocation is made by mail, mailing
by certified mail, return receipt requested, is recommended to show proof of mailing.
12. In agreeing
to sign this Agreement and separate from Company, Employee is doing so completely voluntarily and of his own free-will and without
any encouragement or pressure from Company and agrees that in doing so he has not relied on any oral statements or explanations
made by Company or its representatives.
13. Both parties
agree not to disclose the terms of this Agreement to any third party, except as is required by law, or as is necessary for purposes
of securing counsel from either parties’ attorneys or accountants.
14. This Agreement
shall not be construed as an admission of wrongdoing by Company.
15. This Agreement
contains the entire agreement between Employee and Company regarding the matters set forth herein. Any modification of this Agreement
must be made in writing and signed by Employee and each of the entities constituting the Company.
16. This Agreement
shall be governed by and construed in accordance with the domestic laws of the State of Michigan, without giving effect to any
choice of law or conflict of law provision or rule (whether of the State of Michigan or any other jurisdiction) that would cause
the application of the laws of any jurisdiction other than the State of Michigan.
17. In the event
any provision of this Agreement or portion thereof is found to be wholly or partially invalid, illegal or unenforceable in any
judicial proceeding, then such provision shall be deemed to be modified or restricted to the extent and in the manner necessary
to render the same valid and enforceable, or shall be deemed excised from this Agreement, as the case may require, and this Agreement
shall be construed and enforced to the maximum extent permitted by law, as if such provision had been originally incorporated herein
as so modified or restricted, or as if such provision had not been originally incorporated herein, as the case may be.
18. If there is
a breach or threatened breach of the provisions of this Agreement, Company may, in addition to other available rights and remedies,
apply to any court of competent jurisdiction for specific performance and/or injunctive relief in order to enforce, or prevent
any violation of, any of the provisions of this Agreement.
The parties hereto
have entered into this Agreement as of this 26th day of January, 2016.
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PERCEPTRON, INC. |
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By: |
/s/ W. Richard Marz |
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Name: W. Richard Marz |
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Title: CEO |
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EMPLOYEE |
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/s/ Jeffrey M. Armstrong |
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Jeffrey M. Armstrong |
