Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

On April 20, 2007, the Compensation Committee (the “Committee”) of the Board of Directors (the “Board”) of Perficient, Inc. (the “Company”) approved an amended and restated employment agreement with John T. McDonald, the Company’s Chairman of the Board and Chief Executive Officer (the “Agreement”).

 

The Agreement (1) provides for the continued vesting of Mr. McDonald’s stock options and restricted stock awards outstanding as of April 20, 2007, in the event Mr. McDonald’s employment status changes and he takes a leave of absence approved by the Committee, or continues to serve as an officer or director of, or a consultant or advisor to the Company (and further provides that such vesting will be accelerated if continued vesting would be prohibited by any applicable laws or regulations), (2) provides that Mr. McDonald’s change in control severance benefits will be paid upon a change in control regardless of whether his employment is terminated in connection therewith, and (3) clarifies that the severance and change in control benefits payable to Mr. McDonald under the Agreement are in consideration of his noncompetition covenants.

 

A copy of the Agreement is filed as Exhibit 10.1 to this Current Report on Form 8-K, the full terms of which are incorporated herein by reference.