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EXHIBIT 10.2
INITIAL USAGE DATE: 1/1/05
INCENTIVE STOCK OPTION AGREEMENT TERMS - OFFICER
UNDER THE PERCEPTRON, INC. 2004 STOCK INCENTIVE PLAN
THESE STOCK OPTION AGREEMENT TERMS pertain to stock options
granted
effective ________________ under the 2004
Stock Incentive Plan (the "Plan") as
detailed in the accompanying Notice of
Grant of Stock Options and Option
Agreement (the "Notice) between Perceptron,
Inc., a Michigan corporation ("the
Corporation"), and the employee named in
the Notice who is currently employed by
the Corporation or one of its subsidiaries
(the "Optionee"). A copy of the 2004
Stock Incentive Plan is not attached hereto
but is available upon written
request made to the Secretary of the
Corporation.
1.
GRANT OF OPTION. Subject to the terms and conditions hereof,
the
Corporation hereby grants to the Optionee an option to purchase
from
the Corporation up to, but not exceeding in the aggregate, the
number
of shares of the Corporation's Common Stock detailed in the
accompanying Notice at the price per share designated in the
Notice.
This option is intended to constitute an "incentive stock
option"
within the meaning of Section 422 of the Internal Revenue Code
("Code").
2.
RIGHT TO EXERCISE OPTION. Unless otherwise indicated in the Notice,
the
Optionee may purchase from the Corporation on and after the
first
anniversary of the date of grant, 25% of the shares covered by
this
option, and on each succeeding one year anniversary thereof may
exercise an additional 25% of the shares covered by the option, so
that
on the fourth anniversary of the date of grant this option shall
be
fully exercisable. To the extent not exercised, installments
shall
accumulate and the Optionee may exercise them in whole or in part
in
any subsequent period. Unless a shorter period is specified in
the
Notice under the "Expiration" column, and notwithstanding any
provision
of this Agreement, no portion of this option shall be exercisable
on or
after the tenth anniversary of the date of grant. The Committee
(as
defined in the Plan), in its sole discretion, may accelerate the
time
at which this option may be exercised in whole or in part.
3.
TERMINATION OF EMPLOYMENT. If, prior to the date that this option
shall
first become exercisable, the Optionee's employment with the
Corporation or any of its subsidiaries shall be terminated for
any
reason, the Optionee's right to exercise this option shall
terminate
and all rights hereunder shall cease. As used in this Agreement,
the
term "subsidiary" of the Corporation means any "subsidiary
corporation"
as defined in Section 424(f) of the Code, the term "employment"
means
employment with the Corporation or any subsidiary of the
Corporation,
and the term "disability" means "total and permanent disability,"
as
defined in Section 22(e) of the Code.
If, on or after the date that this option shall first become
exercisable, the Optionee's employment shall be terminated for
any
reason other than death or disability, the Optionee shall have
the
right to exercise this option to the extent that it shall have
been
exercisable and
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unexercised on the date of such termination of services, at any
time on
or before the earlier of: (i) the expiration date of the option,
or
(ii) three (3) months after the date of such termination of
employment,
subject to any other limitation on the exercise of such option
in
effect at the date of exercise.
If on or after the date that this option shall first become
exercisable
the Optionee's employment shall be terminated due to death or
disability, the Optionee or the executor or administrator of the
estate
of the Optionee (as the case may be) or the person or persons to
whom
the option shall have been transferred by will or by the laws
of
descent and distribution, shall have the right to exercise this
option,
at any time on or before the earlier of: (i) the expiration date of
the
option, or (ii) one (1) year from the date of the Optionee's death
or
disability, to the extent that it was exercisable and unexercised
on
the date of the Optionee's death or disability, subject to any
other
limitation on exercise in effect at the date of exercise.
The transfer of the Optionee from one corporation to another among
the
Corporation and any of its subsidiaries, or a leave of absence with
the
written consent of the Corporation, shall not be a termination
of
services for purposes of this option.
4.
CHANGE IN CONTROL. Notwithstanding the provisions of Section 2
"Right
to Exercise Option" and Section 3 "Termination of Employment" of
this
Agreement, (i) in the event of a termination by the Corporation of
the
Optionee's employment Without Cause (as defined below) or
Diminishment
of the Optionee's Responsibilities Without Cause (as defined
below),
following a Change in Control of the Corporation, or (ii), in the
event
of a Change in Control, if one of the corporations surviving the
Change
in Control or the person purchasing the Corporation's assets in
the
Change in Control does not assume this option, any portion of
this
option that is then not exercisable shall become immediately
exercisable. For purposes hereof, "Without Cause" shall mean
the
Optionee's employment is terminated by the Corporation, or there is
a
Diminishment of the Optionee's Responsibilities, for any reason
except
(i) personal dishonesty; (ii) willful misconduct; (iii) breach
of
fiduciary duty to the Corporation; (iv) conviction for violation of
any
law (other than traffic violations or similar offenses); or (v)
repeated or intentional failure to perform duties, after written
notice
is delivered identifying the failure, and it is not cured within
ten
(10) days following receipt of such notice. For purposes
hereof,
"Diminishment of the Optionee's Responsibilities" shall mean
the
Corporation, or any successor thereto, (i) reassigning the
Optionee
substantial duties which are materially inconsistent with the
Optionee's position, duties and responsibilities with the
Corporation
immediately prior to the Change in Control, except for
reassignments of
duties which constitute a bona fide promotion of the Optionee, or
(ii)
reducing the Optionee's compensation such that (a) the
Optionee's
annual base salary is less than eighty (80%) percent of the
Optionee's
annual base salary prior to the Change in Control; and (b) the
Optionee's annual base salary and the annual cash bonus which
the
Optionee is eligible to earn (including any performance based
bonus),
combined, is not at least equal to the combination of the
Optionee's
annual base salary prior to the Change in Control and the average
of
the annual cash bonuses which the Optionee was eligible to earn
(including any performance based bonus, but excluding any bonus
payable
to the Optionee for completing the Change in Control), whether or
not
actually earned, for the year in which
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the Change in Control occurred and for the year prior thereto.
For
purposes hereof, a "Change in Control" shall be deemed to have
occurred
in the event of (i) a merger involving the Corporation in which
the
Corporation is not the surviving corporation (other than a merger
with
a wholly-owned subsidiary of the Corporation formed for the purpose
of
changing the Corporation's corporate domicile); (ii) a share
exchange
in which the shareholders of the Corporation exchange their stock
in
the Corporation for stock of another corporation (other than a
share
exchange in which all or substantially all of the holders of the
voting
stock of the Corporation, immediately prior to the transaction,
exchange, on a pro rata basis, their voting stock of the
Corporation
for more than 50% of the voting stock of such other corporation);
(iii)
the sale of all or substantially all of
