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Exhibit 10.5
PERCEPTRON, INC.
EXECUTIVE AGREEMENT NOT TO COMPETE
I recognize that
Perceptron, Inc., a Michigan corporation, and its direct
and indirect subsidiaries, whether now in
existence, or hereafter acquired or
created, (including, but not limited to,
Perceptron B.V., Perceptron GmbH,
Perceptron Canada, Inc., Peceptron Global,
Inc. and Perceptron Brazil, LLC)
(collectively, the "Company"), desires to
insure that I do not compete with the
Company, as specified below.
In consideration
of the Company's employment of me, and other good and
valuable consideration, the receipt of
which is hereby acknowledged, I agree as
follows:
1. During the
term of my employment by the Company (which period shall be
referred to as "my Engagement"), and
thereafter during the longer of (i) any
period in which the Company is obligated to
make payments to me (the "Payment
Completion Period"), or (ii) 12 months from
the end of my Engagement (the
"Non-Compete Period"), I shall not engage,
directly or indirectly, as officer,
director, shareholder, partner, member,
associate, consultant, owner, agent,
independent contractor, employee or
otherwise of any person, firm, corporation
or other business engaged, anywhere in the
world, (i) in any business conducted
by the Company during my Engagement, or any
business which I was aware, during
my Engagement, that the Company planned to
engage in, or (ii) in any business
involving the design, development,
manufacture, sale or servicing of machine
vision sensors and systems utilizing
electro-optical techniques or component
parts utilized in such sensors or systems
(the "Non-Compete Provisions");
provided that the ownership of one (1%)
percent or less of the stock in any
publicly traded corporation in such a
business shall not be violative of the
foregoing covenant. In the event that I
shall fail to comply with any of my
obligations under this Agreement, in
addition to any other remedies that the
Company may have at law or in equity, my
employment with the Company as an
employee shall automatically terminate and
the Company's obligations to me shall
automatically terminate, including any
obligations of the Comp
