CONSULTINGAGREEMENT

CONSULTING AGREEMENT

This Agreement (the “Agreement”), effective as of November 4, 2013 (the “Effective Date”), by and between:

HARRY T. RITTENOUR, whose current business address is 47827 Halyard Drive, Plymouth, MI 48170 (the “Consultant’); and

PERCEPTRON, INC., a Michigan corporation (the “Company”) or any successor company.

WITNESSETH:

WHEREAS, the Consultant currently serves as President and Chief Executive Officer and as a director of the Company and its subsidiaries, and is a party to that certain Severance Agreement between the Company and the Consultant, dated December 18, 2008 (the “Existing Agreement”);

WHEREAS, due to his retirement, the Consultant has voluntarily elected to terminate his employment with the Company on the Effective Date and on and after the Effective Date the Consultant will no longer serve as the President and Chief Executive Officer, or as an employee of the Company, and the management of the Company and its subsidiaries will be vested in the continuing officers and directors thereof;

WHEREAS, the Existing Agreement will remain in force and effect until the Effective Date after which it will terminate unless it is terminated pursuant to its terms prior to the Effective Date;

WHEREAS, the Company wishes to appoint the Consultant by virtue of his knowledge and experience with the Company as an independent consultant to the Company to provide specified services as may be necessary or requested by the management and board of directors of the Company beginning on the Effective Date;

WHEREAS, in consideration of the Company appointing the Consultant to provide such services and in consideration of certain payments being made to the Consultant on and after the Effective Date, the Consultant has agreed to execute the Release Agreement (the “Release”) attached to this Agreement as Exhibit A;

WHEREAS, the Consultant desires to accept and perform such services;

NOW THEREFORE, the Company and the Consultant, in consideration of the mutual promises herein contained and for other good and valuable consideration, the receipt and sufficiency whereof is hereby acknowledged, agree as follows:

PROVIDED THAT it is understood that the Consultant is not being engaged to bind the Company to any contracts or obligations.

The Company agrees to reimburse Consultant for all reasonable out-of-pocket travel expenses incurred by Consultant in performing his services under this Agreement provided that the Company has consented in writing to Consultant’s incurring such expenses in advance.

Reimbursement of the foregoing expenses shall be made as promptly as reasonably possible and in no event later than two and one-half months after the end of the calendar year in which such expenses were incurred.

The Company shall have the right to examine and review at any reasonable time all books, records, files and papers maintained and kept by the Consultant which relate to this Agreement.

Any notice made under this Agreement shall be in writing and shall be deemed sufficiently given on the date of service if served personally or on the third business day after mailing if mailed by certified or registered mail, postage prepaid, addressed as indicated below:

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed effective as of the 31^st day of October, 2013.

Accepted and agreed for and on behalf of:

Exhibit A

RELEASE AGREEMENT

THIS AGREEMENT (“Agreement”) is made by and between Harry T. Rittenour (“Employee”) and Perceptron, Inc. (the “Company”).

RECITALS

A. Employee has terminated employment with the Company, effective November 4, 2013.

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 31, 2013, between the Company and Employee (the “Consulting Agreement”), 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 (“Company Indemnification Obligations”) and those arising under the Consulting Agreement.

2. The Company, for itself and for its directors, officers, employees, agents, attorneys, successors and assigns, 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, which the Company has claimed or may claim or could claim in any local, state or federal or other forum, against Employee, 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 the Employee which occurred prior to the date of this Agreement; excluding only those arising under the Consulting Agreement, the Proprietary Information and Inventions Agreement dated October 28, 1996 between the Parties and Stock Option Agreements between the Parties, those arising in connection with Company Indemnification Obligations or those arising from the Employee’s fraud, malfeasance, willful misconduct or gross negligence. Notwithstanding the foregoing, nothing in this Agreement shall be deemed a waiver of any rights or claims that the Company may have under any insurance policy or against any third party, other than the Employee.

3. 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.

4. 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, and except that such statements may be made to members of the Board of Directors of the Company.

5. 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.

6. Employee further agrees that he has read this Agreement carefully and understands all of its terms.

7. Employee understands and agrees that he was advised to consult with an attorney and did so prior to executing this Agreement.

8. Employee understands and agrees that he has been given twenty-one (21) days within which to consider this Agreement.

9. 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 Perceptron, Inc., 47827 Halyard Drive, Plymouth, Michigan 48170 or (b) hand delivered within seven (7) days of execution of this Agreement to 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.

10. 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.

11. 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.

12. This Agreement shall not be construed as an admission of wrongdoing by Company.

13. 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.

14. 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.

15. 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.

16. 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 31^st day of October, 2013.