EMPLOYMENT AGREEMENT

THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT dated March 3, 2009 and effective as of January 1, 2009, between Perficient, Inc. a Delaware corporation (the “Company”), and Jeffrey S. Davis (“Employee”).

WHEREAS, the Company desires that Employee continue to be employed by it and render services to it, and Employee is willing to be so employed and to render such services to the Company, all upon the terms and subject to the conditions contained herein in consideration for, among other things, the Company’s agreement to provide Employee with Confidential Information pursuant to the terms of this Agreement, and Employee’s receipt of Confidential Information pursuant to a relationship of trust and confidence and under conditions of confidentiality and non use and non disclosure.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1.   EMPLOYMENT.  Subject to and upon the terms and conditions contained in this Agreement, the Company hereby agrees to continue to employ Employee and Employee agrees to continue in the employ of the Company, for the period set forth in paragraph 2 hereof, to render to the Company, its affiliates and/or subsidiaries the services described in paragraph 3 hereof.

2.   TERM.  Employee’s term of employment under this Agreement shall be three years, commencing as of the date hereof and continuing through and including December 31, 2011, unless extended in writing by mutual agreement of the parties or earlier terminated pursuant to the terms and conditions set forth herein (the “Employment Term”).

3.   DUTIES.

(a)   Employee shall serve as the President and Chief Operating Officer of the Company, reporting directly to the Chief Executive Officer of the Company (the “CEO”).  Employee shall perform all duties and services incident to the positions held by him.

(b)   Employee agrees to abide by all By-laws and policies of the Company promulgated from time to time by the Company.

4.   BEST EFFORTS.  Employee agrees to devote his full business time and attention, as well as his best efforts, energies and skill to the discharge of the duties and responsibilities attributable to his position.

5.   COMPENSATION.

(a)   As compensation for his services and covenants hereunder, Employee shall receive a base salary (“Base Salary”), payable pursuant to the Company’s normal payroll procedures in place from time to time, at the rate of $285,000 per annum, less all necessary and required federal, state and local payroll deductions.  The CEO may decide, in his sole discretion, to increase Employee’s Base Salary from time to time during the term of this Agreement.

(b)   For each calendar year, Employee shall be eligible to receive a bonus of up to two-hundred percent (200%) of his Base Salary (“Target Bonus”), less all necessary and required federal, state and local payroll deductions.  The criteria for determining the amount of the bonus, and the conditions that must be satisfied to entitle Employee to receive the bonus for any year during the term of this Agreement shall be determined by the CEO, in his sole discretion but in a manner consistent with that used to determine Employee’s bonus in prior years.  Payment of any bonus to Employee shall be in accordance with bonus policies established from time to time by the

Company.  Such bonus will be paid not later than the March 15 immediately following the end of the calendar year to which the bonus relates.

6.   EXPENSES.  Employee shall be reimbursed for business expenses incurred by him which are reasonable and necessary for Employee to perform his duties under this Agreement in accordance with policies established from time to time by the Company.  Employee shall receive reimbursement for other expenses consistent with past practice and as approved by the CEO.  The reimbursement of any such expense that is includible in gross income for federal income tax purposes shall be paid no later than the end of the calendar year following the calendar year in which the expense was incurred.

7.   EMPLOYEE BENEFITS.

(a)   During the Employment Term and any severance period hereunder, Employee shall be entitled to participate in such group term insurance, disability insurance, health and medical insurance benefits and retirement plans or programs as are from time to time generally made available to executive employees of the Company pursuant to the policies of the Company; provided that Employee shall be required to comply with the conditions attendant to coverage by such plans and shall comply with and be entitled to benefits only to the extent former employees are eligible to participate in such arrangements pursuant to the terms of the arrangement, any insurance policy associated therewith and applicable law, and, further, shall be entitled to benefits only in accordance with the terms and conditions of such plans. The Company may withhold from any benefits payable to Employee all federal, state, local and other taxes and amounts as shall be permitted or required to be withheld pursuant to any applicable law, rule or regulation.

(b)   Employee shall be entitled to vacation in accordance with the Company’s policies as may be established from time to time by the Company for its executive staff, which shall be taken at such time or times as shall be mutually agreed upon with the Company.

8.   DEATH AND DISABILITY.

(a)   The Employment Term shall terminate on the date of Employee’s death, in which event the Company shall, within 30 days of the date of death, pay to his estate, Employee’s Base Salary, any unpaid cash bonus awards, reimbursable expenses and benefits owing to Employee through the date of Employee’s death together with a lump-sum equal to one year’s Base Salary and Target Bonus.  Except as otherwise contemplated by this Agreement, Employee’s estate will not be entitled to any other compensation upon termination of this Agreement pursuant to this subparagraph 8(a).

(b)   The Employment Term shall terminate upon Employee’s Disability. For purposes of this Agreement, “Disability” shall mean that Employee is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can by expected to last for a continuous period of not less than 12 months.  For purposes of determining Employee’s Disability, the CEO may rely on a determination by the Social Security Administration that Employee is totally disabled or a determination by the Company’s disability insurance carrier that Employee has satisfied the above definition of Disability.  In case of such termination, Employee shall be entitled to receive his Base Salary, any unpaid bonus awards, reimbursable expenses and benefits owing to Employee through the date of termination within 30 days of the date of the Company’s determination of Employee’s Disability.  In addition, the Company shall pay to Employee an amount equal to one year’s Base Salary and Target Bonus, payable in installments through regular payroll over the one year period commencing on the date of the Company’s determination of Employee’s Disability.  Except as otherwise contemplated by this Agreement, Employee will not be entitled to any other compensation upon termination of his employment pursuant to this subparagraph 8(b).

9.   TERMINATION OF EMPLOYMENT.

(a) The Company shall have the right, upon delivery of written notice to the Employee, to terminate the Employee’s employment hereunder prior to the expiration of the Employment Term (i) pursuant to a Termination for Cause or (ii) pursuant to a Without Cause Termination.  The Employee shall have the right, upon delivery of written notice to the Company, to terminate his employment hereunder prior to the expiration of the Employment Term pursuant to a Constructive Termination or otherwise by providing the Company with not less than 30 days prior written notice.

(b)   In the event that the Company terminates the Employee’s employment pursuant to a Without Cause Termination, or if the Employee voluntarily terminates his employment pursuant to a Constructive Termination, then the Company shall be obligated to pay Employee, within 30 days of the date of Employee’s termination, in a lump-sum, his Base Salary, any unpaid bonus awards, reimbursable expenses and benefits owing to Employee through the day on which Employee is terminated, together with a severance payment to the Employee in an amount equal to one year’s Base Salary and Target Bonus.  Employee shall also be entitled to benefits pursuant to paragraph 7 hereof for the one year period commencing on the termination date.  No other cash payments shall be made, or benefits provided, by the Company under this Agreement in the event of a Without Cause Termination or a Constructive Termination; provided that all stock option grants and/or restricted stock grants previously awarded to Employee shall immediately vest in their entirety, regardless of the satisfaction of any conditions contained therein, in the event of a Without Cause Termination or a Constructive Termination.  Except as otherwise contemplated by this Agreement, Employee will not be entitled to any other compensation upon termination of this Agreement pursuant to this subparagraph 9(b).

Notwithstanding anything in this Agreement to the contrary (including but not limited to the provisions of Section 9 (b) or Section 10) if the Employee is a “specified employee,” as defined in Code Section 409A and the regulations thereunder, on the date of the Employee’s employment is terminated, then amounts that constitute nonqualified deferred compensation subject to Code Section 409A that would otherwise have been paid during the six-month period immediately following the date the Employee’s employment terminated shall be paid on the first regular payroll date immediately following the six-month anniversary of the date the Employee’s employment terminates, with interest on each amount for the period of the delay at the rate of yield on U.S. Treasury Bills with the earliest maturity date that occurs at least six months after such date of termination of employment (as reported in the Wall Street Journal) from the such date of employment termination to the date of actual payment.  Reimbursements or payments directly to the service provider for health care expenses incurred during such six month period, plus reimbursements and in kind benefits in an amount up to the applicable dollar limit on elective deferrals to a 401(k) plan under Section 402(g)(1)(B) of the Code ($16,500 for 2009), and other amounts that do not constitute nonqualified deferred compensation subject to Section 409A, shall not be subject to this six month delay requirement.

(c)   In the event that the Company terminates the Employee’s employment hereunder due to a Termination for Cause or the Employee voluntarily terminates employment with the Company for any reason (other than a termination of employment by the Employee pursuant to a Constructive Termination), the Employee shall not be entitled to any severance, except that the Company shall be obligated to pay Employee his Base Salary, any unpaid bonus awards, reimbursable expenses and benefits owing to Employee through the day on which Employee is terminated in a lump sum payment within 30 days after the date of Employee’s termination of employment.  Except as otherwise contemplated by this Agreement, Employee will not be entitled to any other compensation upon termination of this Agreement pursuant to this subparagraph 9(c).

(d)   For purposes of this Agreement, the following terms have the following meanings:

(i)   The term “Termination for Cause” means, to the maximum extent permitted by applicable law, a termination of the Employee’s employment by the Company attributed to (a) the repeated or willful failure of Employee to substantially perform his duties hereunder (other than any such failure due to physical or mental illness) that has not been cured reasonably promptly after a written demand for substantial performance is delivered to Employee by the CEO, which demand identifies the manner in which the CEO believes that Employee has not substantially performed his duties hereunder; (b) conviction of, or entering a plea of guilty or nolo contendere to a crime involving moral turpitude or dishonesty or to any other crime that constitutes a felony; (c) Employee’s intentional misconduct, gross negligence or material misrepresentation in the performance of his duties to the Company; or (d) the material breach by Employee of any written covenant or a