Form of Stock Option Grant Agreement



 Exhibit 10.10 

FARO Technologies 2009 Equity Incentive Plan 

Incentive Stock Option Award Agreement 

You have been selected to participate in the FARO Technologies, Inc. 2009 Equity Incentive Plan (the “Plan”), as specified below:

 Optionee: 
 Grant
Date: 
 Date of Expiration: 

Number of Shares Covered by Option: 

Option Price: 
 THIS
AGREEMENT, evidences the grant of a stock option (the “Option”) by FARO Technologies, Inc., a Florida corporation (the “Company”), to the Optionee named above, on the date indicated above, pursuant to the provisions of the Plan.

 The Agreement and the Plan contain the terms and conditions governing the Option. If there is any inconsistency between the terms of this
Agreement and the terms of the Plan, the Plan’s terms shall completely supersede and replace the conflicting terms of this Agreement. All capitalized terms shall have the meanings ascribed to them in the Plan, unless specifically set forth
otherwise herein. The parties hereto agree as follows: 
 1. Grant of Stock Option. The Company hereby grants to the Optionee
an Option to purchase the number of Shares set forth above, at the stated Option Price set forth above, which is one hundred percent (100%) of the Fair Market Value of a Share on the Grant Date, in the manner and subject to the terms and
conditions of the Plan and this Agreement. The Option is intended to constitute, and shall be treated for all purposes, as an “incentive stock option” within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended.

 2. Exercise of Stock Option.  

(a) Except as provided herein and in the Plan, the Option shall vest, and the Optionee may exercise the Option, according to the following
schedule with respect to each installment shown in the schedule on and after the vesting date applicable to such installment set forth below; provided that the Optionee must be employed by the Company on each applicable vesting date, and provided
further that no exercise may occur before the first anniversary of the Grant Date or subsequent to the close of business on the Date of Expiration. 
  

					
	 Elapsed Number of Years after

Grant Date
	 	 Cumulative Percentage of Shares

Subject to Option Which May be

Purchased (which
 number of
shares shall be
 rounded

down to the nearest whole

number)
	 	 Number of Shares Subject to

Option Which May be

Purchased (which shall be

rounded down to the nearest

whole number)

	 Less than one Year
	 	0%	 	0
	 One Year
	 	33.3%	 	
	 Two Years
	 	66.6%	 	
	 Three Years
	 	100%	 	








 Notwithstanding the foregoing vesting schedule, if a Change in Control occurs, and the Optionee
is a Covered Executive on the date of such Change in Control, then the Option shall become fully-vested on the date of such Change in Control. 

(b) In the event the Optionee dies while he or she is an employee of the Company or any Affiliate or if his or her employment is terminated by
reason of his or her disability (as determined by the Committee), the Option, to the extent then vested and exercisable on the date of death or termination (as the case may be), may be exercised as follows: (i) by the legal representative of
the Optionee or such persons that have acquired the Optionee’s rights under the Option by will or by the laws of descent and distribution, at any time within twelve (12) months after the date of the Optionee’s death while an employee
of the Company or any Affiliate; or (ii) by the Optionee or his or her legal representative or guardian at any time within twelve (12) months after the termination of the Optionee’s employment by reason of disability, but in either
case in no event later than the Date of Expiration. The Committee, in its sole discretion, shall have the right to permit exercise of all or any portion of the unvested Option, and/or to immediately vest all or any portion of such Option, subject
to such terms as the Committee, in its sole discretion, deems appropriate. 
 (c) If the employment of the Optionee is terminated by
the Company or any Affiliate “for cause,” the Option shall terminate immediately and automatically upon such termination and shall not be exercisable following such termination of employment, regardless of the vested status of the Option.
For purposes of this Agreement, termination “for cause” means any termination of Optionee’s employment by reason of (i) any action or omission on the part of the Optionee that is deemed contrary to the interests of the Company or
any Affiliate or not in the interests of the Company or any affiliate, or (ii) the Optionee’s failure to achieve his or her performance or other objectives or satisfy the requirements the Optionee’s employment duties, in each case as
determined by the Committee or the Board of Directors in its respective sole discretion and which decision shall be final, conclusive and binding on, and nonappealable by the Optionee (and any person claiming by or through the Optionee). 

(d) In the event that the Optionee’s employment with the Company or its Affiliates terminates for any reason other than as provided in
Section 2(b) or Section 2(c) herein, the Option, to the extent then vested and exercisable on the date of termination, may be exercised by the Optionee at any time within three (3) months after the date of termination of employment,
but in no event later than the Date of Expiration. The Committee, in its sole discretion, shall have the right to permit exercise of all or any portion of the unvested Option, and/or to immediately vest all or any portion of such Option, subject
to such terms as the Committee, in its sole discretion, deems appropriate. 
 (e) This Option may be exercised during the life of the
Optionee only by the Optionee (or the Optionee’s legal representative as provided in this Section 2). 
 3. Limitations on
Exercise. The Optionee must exercise all rights under this Agreement prior to the seventh anniversary of the Grant Date (i.e., the Option will expire upon the seventh anniversary of the Grant Date). 

4. Manner of Exercise and Payment. The Option may be exercised only by (a) written notice to the Company, addressed to the
Corporate Secretary of the Company at its corporate headquarters at 250 Technology Park, Lake Mary, Florida 32746, specifying the number of shares in respect to which the Option is being exercised and (b) full payment of the Option Price of the


  
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Shares being purchased. Payment of the Option Price shall be (a) in cash or by certified check or bank draft; (b) by delivery (actual or by attestation) of Shares previously-acquired by
the purchaser; (c) at the election of the Company, by withholding of Shares from the Option; or (d) by any combination thereof. Shares surrendered or withheld for this purpose shall be valued at the Fair Market Value on the date of
exercise. No Shares shall be issued until full payment therefor has been made. To the extent permitted under Regulation T of the Federal Reserve Board, and subject to applicable securities laws and any limitations as may be applied from time to time
by the Committee (which need not be uniform), the Option may be exercised through a broker in a so-called “cashless exercise” whereby the broker sells the Option shares on behalf of Optionee and delivers cash sales proceeds to the Company
in payment of the exercise price. 
 5. Nontransferability of the Option. This Option shall not be transferable by the
Optionee otherwise than by will or the laws of descent and distribution. 
 6. Tax Withholding. The Company may deduct and
withhold from any cash otherwise payable to the Optionee (whether payable as salary, bonus or other compensation) such amount as may be required for the purpose of satisfying the Company’s obligation to withhold Federal, state or local taxes.
Further, in the event the amount so withheld is insufficient for such purpose, the Company may require that the Optionee pay to the Company upon its demand or otherwise make arrangements satisfactory to the Company for payment of such amount as may
be requested by the Company in order to satisfy its obligation to withhold any such taxes. The Optionee shall be permitted to satisfy the Company’s tax withholding requirements by making a written election (in accordance with such rules and
regulations and in such form as the Committee may determine) to have the Company withhold Shares otherwise issuable to the Optionee pursuant to the exercise of the Option (the “Withholding Election”) having a Fair Market Value on the date
income is recognized (the “Tax Date”) equal to the minimum amount required to be withheld. If the number of Shares withheld to satisfy withholding tax requirements shall include a fractional share, the number of shares withheld shall be
reduced to the next lower whole number and the Optionee shall deliver cash in lieu of such fractional share, or otherwise make arrangements satisfactory to the Company for payment of such amount. A Withholding Election must be received by the
Corporate Secretary of the Company on or prior to the Tax Date. 
 7. Status of Optionee. The Optionee shall not be deemed for
any purposes to be a shareholder of the Company with respect to any of the Optioned Shares except to the extent that the Option shall have been exercised with respect thereto, the shares shall have been fully paid, and a stock certificate issued
therefor. Neither the Plan nor the Option shall confer upon the Optionee any right to continue in the employ of the Company or any of its Affiliates, nor to interfere in any way with the right of the Company to terminate the employment of the
Optionee at any time. 
 8. Powers of the Company Not Affected. The existence of the Option shall not affect in any way the
right or power of the Company or its shareowners to make or authorize any or all adjustments, recapitalizations, reorganizations or other changes in the Company’s capital structure or its business, or any merger or consolidation of the Company,
or any issuance of bonds, debentures, preferred or prior preference stock senior to or affecting the Shares or the rights thereof, or dissolution or liquidation of the Company, or any sale or transfer of all or any part of the Company’s assets
or business or any other corporate act or proceeding, whether of a similar character or otherwise. 
 9. Interpretation by
Committee. As a condition of the granting of the Option, the Optionee agrees, for himself or herself and his or her legal representatives or guardians, that this 

  
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Agreement shall be interpreted by the Committee and that any interpretation by the Committee of the terms of this Agreement and any determination made by the Committee pursuant to this Agreement
shall be final, binding and conclusive. 
 10. Miscellaneous.  

(a) This Agreement and the rights of the Optionee hereunder are subject to all the terms and conditions of the Plan, as the same may be amended
from time to time, as well as to such rules and regulations as the Committee may adopt for administration of the Plan. The Committee shall have the right to impose such restrictions on any Shares acquired pursuant to the Option, as it may deem
advisable, including, without limitation, restrictions under applicable federal securities laws, under applicable federal and state tax law, under the requirements of any stock exchange or market upon which such Shares are then listed and/or traded,
and under any blue sky or state securities laws applicable to such Shares. 
 (b) It is expressly understood that the Committee is
authorized to administer, construe, and make all determinations necessary or appropriate to the administration of the Plan and this Agreement, all of which shall be binding upon the Optionee. 

(c) The Optionee agrees to take all steps necessary to comply with all applicable provisions of federal and state securities and tax laws in
exercising his or her rights under this Agreement. 
 (d) This Agreement shall be subject to all applicable laws, rules, and regulations,
and to such approvals by any governmental agencies or national securities exchanges as may be required. 
 (e) All obligations of the
Company under the Plan and this Agreement, with respect to the Option, shall be binding on any successor to the Company, whether the existence of such successor is the result of a direct or indirect purchase of all or substantially all of the
business and/or assets of the Company, or the result of a merger, consolidation or otherwise. 
 (f) To the extent not preempted by federal
law, this Agreement shall be governed by, and construed in accordance with, the laws of the State of Florida. 
 IN WITNESS WHEREOF, FARO Technologies,
Inc., acting by and through its duly authorized officers, has caused this Agreement to be duly executed. 
  

							
	FARO TECHNOLOGIES, INC.	 		 	
				
	By:	 	  
	 		 	Grant Date:                     


  
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