EXHIBIT 10.54

PERCEPTRON, INC.

FIRST AMENDED AND RESTATED

2004 STOCK INCENTIVE PLAN

PERFORMANCE SHARE UNIT AWARD AGREEMENT FOR JAY FREELAND

THIS PERFORMANCE SHARE UNIT AWARD AGREEMENT (the “Award Agreement”) is made effective as of November 12, 2019 (the “Grant Date”), between Perceptron, Inc., a Michigan Corporation (hereinafter called the “Corporation”), and Jay W. Freeland, hereinafter referred to as the “Grantee.”  Capitalized terms not otherwise defined herein shall have the same meanings as in the Perceptron, Inc. First Amended and Restated 2004 Stock Incentive Plan, as may be amended from time to time (the terms of which are hereby incorporated by reference and made a part of this Award Agreement) (the “Plan”).

1.    Grant of the Performance Share Units.  Subject to the terms and conditions of the Plan and the additional terms and conditions set forth in this Award Agreement, the Corporation hereby grants to the Grantee performance share units (hereinafter called the “Performance Share Units”), on the following terms: For each week of services performed by Grantee for the Corporation as interim President and Chief Executive Officer (the “Performance Measure”), Grantee shall earn a number of shares of the Corporation’s Common Stock equal to Three Thousand Two Hundred ($3,200.00) Dollars divided by the Fair Market Value of the Corporation’s Common Stock on the first of the following dates to occur after such services are performed: December 1, March 1, June 1 or October 1 of each year during the term of this Agreement. The Performance Share Units shall vest and become nonforfeitable in accordance with Section 2 hereof. In the event of any conflict between the Plan and this Agreement, the terms of the Plan shall control, it being understood that variations in this Agreement from terms set forth in the Plan shall not be considered to be in conflict if the Plan, whether explicitly or implicitly, permits such variations.

2.    Restrictions; Settlement.

(a)  The Performance Share Units subject to this Award Agreement are restricted from transfer until the restrictions lapse.  The restrictions lapse as to the shares of the Corporation’s Common Stock issued pursuant to the Performance Share Units immediately upon the issuance of the shares as provided in Section 2(b) below.

(b)  Subject to the tax withholding requirements described in Section 23 below, the Performance Share Units vest on, and shall be settled in the form of shares of the Corporation’s Common Stock, on the first of the following dates to occur after services are performed by Grantee as provided in Section 1: December 1, March 1, June 1 and October 1 of each year during the term of this Agreement.

3.    Termination.  Upon the termination of Grantee providing services for the Corporation as interim President and Chief Executive Officer, the Grantee’s right to the Performance Share Units automatically shall terminate and be forfeited by Grantee, except for Performance Share Units relating to services for periods prior to such termination that have not been paid out to Grantee prior to such termination. Performance Share Units for services for periods prior to such termination shall be paid out at the first of the following dates to occur after such termination of services December 1, March 1, June 1 or October 1.

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4.    Securities Laws.  The Corporation may require the Grantee to make or enter into such written representations, warranties and agreements as the Committee may reasonably request in order to comply with applicable securities laws or with this Award Agreement.  Anything to the contrary herein notwithstanding, the granting of the Performance Share Units hereunder shall be subject to such compliance with federal and state laws, rules and regulations applying to the authorization, issuance or sale of securities, and applicable stock exchange requirements, as the Corporation deems necessary or advisable.

5.    Transferability.  This Award and the Performance Share Units subject to this Award may not, at any time, be transferred, sold, assigned, pledged, hypothecated or otherwise disposed of unless such transfer, sale, assignment, pledge, hypothecation or other disposition complies with the provisions of this Award Agreement and the terms of the Plan.  

6.    Disputes. As a condition of the granting of the Performance Share Units granted hereby, the Grantee and the Grantee’s successors and assigns agree that any dispute or disagreement which shall arise under or as a result of this Award Agreement shall be determined by the Committee in its sole discretion and judgment and that any such determination and any interpretation by the Committee of the terms of this Award Agreement shall be final and shall be binding and conclusive for all purposes.

7.    Adjustments.  In the event of any stock dividend, subdivision or combination of shares, reclassification, or similar transaction affecting the shares covered by this Award, determined by the Committee to be covered by this Section 7, a proposed dissolution or liquidation of the Corporation, a merger of the Corporation with or into another corporation where the Corporation is not the surviving corporation, but its stock is exchanged for the stock of the parent Corporation of the other party to the merger, the sale of substantially all of the assets of the Corporation, the reorganization of the Corporation or other similar transaction determined by the Committee to be covered by this Section 8, a proposed spin-off or a transfer by the Corporation of a portion of its assets resulting in the employment of the Grantee by the spin-off entity or the entity acquiring assets of the Corporation, the rights of the Grantee shall be as provided in Article 9 of the Plan and any adjustment therein provided shall be made in accordance with Article 9 of the Plan.

8.    No Stockholder Rights Prior to Issuance of Shares.  

(a) The Grantee shall have no rights of a stockholder with respect to the Performance Share Units granted under this Award Agreement until share certificates for shares of Common Stock are issued as provided in Section 2 above.

(b) The Grantee shall not be entitled to any cash dividends or Dividends Equivalents (as defined in the Plan) with respect to the Performance Share Units.  Grantee’s stockholder rights arise only after the achievement of the applicable Performance Measures when the associated Performance Share Units are settled in shares of the Corporation’s Common Stock, commencing on the date on which the stock certificate is issued (or book entry representing such shares has been made and such shares have been deposited with the appropriate book-entry custodian) evidencing the issuance of Common Stock pursuant to this Award Agreement.

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9.    No Guarantee of Employment.  Nothing contained in this Award Agreement or in the Plan, nor any action taken by the Corporation or the Committee, shall confer upon the Grantee any right with respect to continuation of Grantee’s employment or other service to the Corporation or any Subsidiary, nor interfere in any way with the right of the Corporation or any Subsidiary to terminate Grantee’s employment or other service at any time, and if Grantee is an employee, the Grantee’s employment is and shall remain employment at will, except as otherwise specifically provided by law or in an employment agreement between the Grantee and the Corporation.

10.    Notices.  Every notice relating to this Award Agreement shall be in writing and if given by mail shall be given by registered or certified mail with return receipt requested. All notices to the Corporation shall be delivered to the Secretary of the Corporation at the Corporation's headquarters or addressed to the Secretary of the Corporation at the Corporation's headquarters. All notices by the Corporation to the Grantee shall be delivered to the Grantee personally or addressed to the Grantee at the Grantee’s last residence address as then contained in the records of the Corporation or such other address as the Grantee may designate. Either party by notice to the other may designate a different address to which notices shall be addressed. Any notice given by the Corporation to the Grantee at the Grantee’s last designated address shall be effective to bind any other person who shall acquire rights hereunder.

11.    Limitation on Obligations.  The Corporation’s obligation with respect to the Performance Share Units granted hereunder is limited solely to the delivery to the Grantee of Common Stock on the date when such shares are due to be delivered hereunder, and in no way shall the Corporation become obligated to pay cash in respect of such obligation.  This Award Agreement shall not be secured by any specific assets of the Corporation or any Subsidiaries, nor shall any assets of the Corporation or any Subsidiaries be designated as attributable or allocated to the satisfaction of the Corporation’s obligations under this Award Agreement.  In addition, the Corporation shall not be liable to the Grantee for damages relating to any delays in issuing the stock certificates to the Grantee (or Grantee’s designated entities), any loss of the certificates, or any mistakes or errors in the issuance of the certificates or in the certificates themselves.

12.    Code Section 409A.  This Award and the Performance Share Units granted hereunder are intended to be exempt from, or in compliance with, Code Section 409A, and this Award Agreement is to be construed accordingly.

13.    Foreign Law Restrictions.  Notwithstanding anything herein to the contrary, the Corporation’s obligations to deliver Common Stock pursuant to a Performance Share Unit granted hereunder is subject to compliance with the laws, rules and regulations of any foreign nation applying to the authorization, issuance or sale of securities, providing of compensation, transfer of currencies and other matters, as may apply to the Grantee, if a resident of a foreign nation.  To the extent that the Corporation is restricted in accordance with such foreign laws from delivering shares of Common Stock to the Grantee as would otherwise be provided for in this Agreement, the Corporation shall be released from such obligation and shall not be subject to the claims of the Grantee hereunder with respect hereto.

14.    Governing Law.  Except to the extent governed by applicable federal law, the validity, interpretation, construction and performance of this Award Agreement, shall be governed by the laws of the State of Michigan without regard to its choice of law rules.

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15.    Clawback Policy. Any shares of Common Stock issued to Grantee in settlement of the Performance Share Units shall be subject to the Corporation's recoupment policy, as in effect from time to time, if any, applicable provisions of this Award Agreement shall be deemed superseded by and subject to the terms and conditions of such policy from and after the effective date thereof, and Grantee's consent shall not be required to an amendment to this Award Agreement that is deemed necessary by the Corporation to ensure compliance with such policy.

16.    Award Agreement Subject to Plan.  The Award Agreement shall be subject to all terms and provisions of the Plan, to the extent applicable to the Performance Share Units granted hereunder.  In the event of any conflict between this Award Agreement and the Plan, the terms of the Plan shall control, it being understood that variations in this Award Agreement from terms set forth in the Plan shall not be considered to be in conflict if the Plan permits such variations.

17.    Counterparts. This Award Agreement may be executed in counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument.

18.    Captions. The captions to the sections and subsections contained in this Award Agreement are for reference only, do not form a substantive part of this Award Agreement and shall not restrict or enlarge substantive provisions of this Award Agreement.

19.    Parties in Interest. This Award Agreement shall bind and shall inure to the benefit of the parties hereto, their respective permitted successors and assigns.

20.    Complete Agreement.  This Award Agreement shall constitute the entire agreement between the parties hereto and shall supersede all proposals, oral or written, and all other communications between the parties relating to the subject matter of this Award Agreement.

21.    Modifications.  The terms of this Award Agreement cannot be modified except in writing and signed by each of the parties hereto.

22.    Severability. In the event that any one or more of the provisions of this Award Agreement should be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein shall not in any way be affected or impaired thereby.  

23.    Payment of Taxes  Upon the settlement of the Performance Share Units for the Corporation’s Common Stock as provided in Section 2, the Grantee authorizes the Corporation to withhold from the Grantee’s cash compensation or agrees to tender a sufficient amount of cash to the Corporation to satisfy the Grantee’s income and employment tax withholding obligations, or a combination of two or more of the aforementioned methods.  The Corporation is not authorized to withhold more than is necessary to satisfy the Grantee’s established tax withholding requirements for federal, state and local obligations in connection with the vesting of any portion of the Award.  Once the tax withholding requirements have been satisfied, the Corporation shall deliver a stock certificate to the Grantee evidencing the shares of Common Stock then issued under the Award.  The Grantee is hereby advised to seek his or her own tax counsel regarding the taxation of the grant of Performance Share Units made hereunder.  The Corporation and its agents have not and are not providing any tax advice to the Grantee.

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IN WITNESS WHEREOF, the Corporation has caused the Award to be granted pursuant to this Award Agreement on the Grant Date.

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ACKNOWLEDGEMENT

By signing below, the Grantee acknowledges and agrees that:

Perceptron, Inc.

Attention: President

47827 Halyard Drive

Plymouth, MI 48170

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