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EXHIBIT 10.47
STOCK OPTION AGREEMENT TERMS
UNDER THE PERCEPTRON, INC.
1998 GLOBAL TEAM MEMBER STOCK OPTION PLAN
THESE
STOCK OPTION AGREEMENT TERMS pertain to stock options granted
effective January 2, 2006, under the 1998 Global Team Member Stock
Option 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 "Company"), and the employee named in the Notice
who is
currently employed by the Company or one of its subsidiaries (the
"Optionee"). A
copy of the 1998 Global Employee Stock Option Plan is not attached
hereto but is
available upon written request made to the Secretary of the
Company.
1. GRANT
OF OPTION. Subject to the terms and conditions hereof, the
Company hereby grants to the Optionee an option to purchase from
the Company up
to, but not exceeding in the aggregate, the number of shares of the
Company's
Common Stock detailed in the accompanying Notice at the price per
share
designated in the Notice. This option is not intended to constitute
an
"incentive stock option" with 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 Company on and after the first (1st)
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 (4th)
anniversary of the
date of grant this option shall be fully exercisable. 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 (10th) anniversary of the date of grant.
3.
TERMINATION OF EMPLOYMENT. If, prior to the date on which this
option
first shall become exercisable, the Optionee's employment with the
Company or
any of its subsidiaries is 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 Company means
any
"subsidiary corporation" as defined in Section 424(f) of the Code,
the term
"employment" means employment with the Company or any subsidiary of
the Company,
and the term "disability" means "total and permanent disability,"
as defined in
Section 22(e) of the Code.
If, on or
after the date on which this option first shall become
exercisable, the Optionee's employment is terminated for any reason
other than
death or disability, the Optionee shall have the right to exercise
this option,
to the extent that it was exercisable and unexercised on the date
of the
Optionee's termination of employment, 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 on the date of exercise.
If, on or
after the date on which this option first shall become
exercisable, the Optionee's employment is terminated due to the
Optionee's death
or disability, the Optionee, the executor or the administrator of
the estate of
the Optionee, or the person(s) to whom the option has been
transferred
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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 the option was exercisable and
unexercised on
the date of the Optionee's death or disability, subject to any
other limitation
on the exercise of such option in effect on the date of
exercise.
For
purposes of this Agreement, the transfer of an Optionee to/from
the
Company to/from any of its subsidiaries, shall not constitute a
termination of
employment. In addition, a leave of absence by an Optionee shall
not constitute
a termination of employment, provided the Optionee obtains the
prior written
consent of the Company for such leave of absence.
4. CHANGE
IN CONTROL. Notwithstanding the provisions of Section 2 "Right
to Exercise Option" and Section 3 "Termination of Employment" of
this Agreement,
in the event of a Change in Control, any portion of this option
that is then not
exercisable shall become immediately exercisable. 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 the assets of the Corporation; or (iv) any
person or group
of persons (as defined by Section 13(d) of the Securities Exchange
Act of 1934,
as amended) (other than any employee benefit plan or employee
benefit trust
benefiting the employees of the Corporation) becoming a beneficial
owner,
directly or indirectly, of securities of the Corporation
representing more than
fifty (50%) percent of either the then outstanding Common Stock of
the
Corporation, or the combined voting power of the Corporation's then
outstanding
voting securities.
In the
event of a Change of Control, the Company's Management
Development,
Compensation and Stock Option Committee, or such other committee as
determined
by the Board of Directors (the "Committee") may, in its sole
discretion and
without the consent of the Optionee, cancel this option in exchange
for a
payment with respect to each vested share of Common Stock as
provided in Section
9 of the Plan.
5.
EXERCISE OF OPTION.
(a) At any
time during which this option may be exercised as provided in
this Agreement, the Optionee may exercise any portion of this
option which is
then exercisable, in whole or in part, by delivering a written
notice to the
Company, in the form attached hereto, signed by the Optionee.
(b) In
addition, the Optionee shall deliver, on the date of exercise:
(i) cash, personal check, bank draft or money order equal t
