Exhibit 10.6

SEVERANCE PAY AGREEMENT

This
Agreement is made as of the first day of May, 2010, between CyberOptics
Corporation, a Minnesota corporation (the Company) and Daniel Good
(Executive).

WITNESSETH
THAT:

WHEREAS,
it is the purpose of this Agreement to specify the financial arrangements that
the Company will provide to the Executive upon Executives separation from
employment with the Company or with a subsidiary of the Company under the
circumstances described herein; and

WHEREAS,
this Agreement is adopted in the belief that it is in the best interests of the
Company and its stockholders to provide stable conditions of employment for
Executive, thereby minimizing personnel turnover and enhancing the Companys
and its subsidiaries ability to recruit highly qualified people.

NOW,
THEREFORE, to assure the Company that it will have the continued dedication of
Executive notwithstanding the possibility, threat or occurrence of a bid to
take over control of the Company, and to induce Executive to remain in the
employ of the Company, and for other good and valuable consideration, the
Company and Executive agree as follows:

1.       Term
of Agreement. This Agreement shall be for a two-year term commencing on the
date hereof. This Agreement shall be automatically renewed for additional
one-year terms thereafter unless either Executive or the Company provides
written notice at least sixty (60) days prior to its scheduled termination of
their intent not to renew the same; provided that this Agreement shall continue
for at least two years after a Change in Control that occurs during the term of
this Agreement.

2.       Termination
of Employment.

(i)      If
a Change in Control (as defined in Section 3(i) hereof) occurs during the term
of this Agreement and the Company shall terminate Executives employment
without Cause or the Executive shall terminate his employment with the Company
for Good Reason, the terminated Executive shall be entitled to receive the cash
payment provided in Section 4 hereof.

(ii)     From
and after the date of a Change in Control, the Company shall have the right to
terminate Executive from employment at any time during the term of this
Agreement for Cause, by written notice to the Executive, specifying the
particulars of the conduct of Executive forming the basis for such termination,
and Executive shall not be entitled to any payment pursuant to Section 4 for termination
for Cause.

(iii)    From
and after the date of a Change in Control and during the term of this
Agreement, Executive shall not be removed from employment with the Company
except as provided in Section 2(i) or (ii) hereof or as a result of Executives
Disability (as defined in Section 3(iv) hereof) or his death. Executives
rights upon termination of employment prior to a Change in Control or after the expiration of the term
of this Agreement shall be governed by the standard employment termination
policy applicable to Executive in effect at the time of termination.

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Any notice given by Executive pursuant to this Section
2 shall be effective five (5) business days after the date it is given by
Executive.

3.          Definitions

| |     |                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | --- | --------------------------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (i) | A Change in Control shall mean:
| |     |                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |     | (a)                               | a change in control of a nature that would be
 required to be reported in response to Item 6(e) of Regulation 14A
 promulgated under the Securities Exchange Act of 1934, as amended (the
 Exchange Act), whether or not the Company is then subject to such reporting
 requirement;                                                                                                                                                                                                                                                                                                                                                                                                                             
| |     |                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |     | (b)                               | the public announcement (which, for purposes of this
 definition, shall include, without limitation, a report filed pursuant to
 Section 13(d) of the Exchange Act) by the Company or any person (as such
 term is used in Sections 13(d) and 14(d) of the Exchange Act) that such
 person has become the beneficial owner (as defined in Rule 13d-3
 promulgated under the Exchange Act), directly or indirectly, of securities of
 the Company representing 40% or more of the combined voting power of the
 Companys then outstanding securities;                                                                                                                                                          
| |     |                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |     | (c)                               | the Continuing Directors cease to constitute a
 majority of the Companys Board of Directors;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |     |                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |     | (d)                               | the shareholders of the Company approve (x) any
 consolidation or merger of the Company in which the Company is not the
 continuing or surviving corporation or pursuant to which shares of Company
 stock would be converted into cash, securities or other property, other than
 a merger of the Company in which shareholders immediately prior to the merger
 have the same proportionate ownership of stock of the surviving corporation
 immediately after the merger; (y) any sale, lease, exchange or other transfer
 (in one transaction or a series of related transactions) of all or
 substantially all of the assets of the Company; or (z) any plan of
 liquidation or dissolution of the Company; or
| |     |                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |     | (e)                               | the majority of the Continuing Directors determine
 in their sole and absolute discretion that there has been a change in control
 of the Company.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 

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| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------ | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Continuing Director shall mean any person who is a
 member of the Board of Directors of the Company, while such person is a
 member of the Board of Directors, who is not an Acquiring Person (as defined
 below) or an Affiliate or Associate (as defined below) of an Acquiring
 Person, or a representative of an Acquiring Person or of any such Affiliate
 or Associate, and who (x) was a member of the Board of Directors on the
 effective date of this Agreement or (y) subsequently becomes a member of the
 Board of Directors, if such persons initial nomination for election or
 initial election to the Board of Directors is recommended or approved by a
 majority of the Continuing Directors. For purposes of this subparagraph, Acquiring
 Person shall mean any person (as such term is used in Sections 13(d) and
 14(d) of the Exchange Act) who beneficially owns (as defined in Rule 13d-3 of
 the Exchange Act), directly or indirectly, securities of the Company
 representing 40% or more of the combined voting power of the Companys then
 outstanding securities, but shall not include the Company, any subsidiary of
 the Company or any employee benefit plan of the Company or of any subsidiary
 of the Company or any entity holding shares of Common Stock organized,
 appointed or established for, or pursuant to the terms of, any such plan; and
 Affiliate and Associate shall have the respective meanings ascribed to
 such terms in Rule 12b-2 promulgated under the Exchange Act
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                         
| | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         | Good Reason shall mean the occurrence of any of
 the following events:
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                          |                                                                                                                                                                                                                                                                                                                                                                              
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              | (a)                                                                      | the assignment to Executive of employment
 responsibilities which are not of comparable responsibility and status as the
 employment responsibilities held by Executive immediately prior to a Change
 in Control;                                                                                                                                                           
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                          |                                                                                                                                                                                                                                                                                                                                                                              
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              | (b)                                                                      | a reduction by the Company in Executives
 compensation (including a change in the form of the bonus compensation plan
 that makes less likely the achievement of a targeted bonus) as in effect
 immediately prior to a Change in Control;                                                                                                                                  
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                          |                                                                                                                                                                                                                                                                                                                                                                              
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              | (d)                                                                      | the Companys requiring Executive to be based
 anywhere other than within fifty (50) miles of Executives office location
 immediately prior to a Change in Control, except for requirements of
 temporary travel on the Companys business to an extent substantially
 consistent with Executives business travel obligations immediately prior to
 a Change in Control; or
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                          |                                                                                                                                                                                                                                                                                                                                                                              
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              | (e)                                                                      | the failure by the Company to obtain, as specified
 in Section 5(i) hereof an assumption of the obligations of the Company to
 perform this Agreement by any successor to the Company.                                                                                                                                                                                       
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                          |                                                                                                                                                                                                                                                                                                                                                                              
| | For purposes of the foregoing, Executive shall not
 be considered to have been assigned employment of lesser responsibility if
 Executive manages, has control over, or serves in the same position with a
 subsidiary, division or operating unit of an acquiring entity that generates
 revenues of comparable amounts to the revenues generated by the Company, and has operations of a similar scope to the
 operations conducted by the Company, before such Change in Control.
 Notwithstanding the foregoing, none of the forgoing events shall be
 considered Good Reason if it occurs in connection with the Executives
 death or disability.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   

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(iii)     Cause
shall mean termination by the Company of Executives employment based upon (a)
the willful and continued failure by Executive substantially to perform his
duties and obligations (other than any such failure resulting from his
incapacity due to physical or mental illness) or (b) the willful engaging by
Executive in misconduct which is materially injurious to the Company or any of
its subsidiaries, monetarily or otherwise. For purposes of this paragraph, no
act, or failure to act, on Executives part shall be considered willful unless
done, or omitted to be done, by Executive in bad faith and without reasonable
belief that his action or omission was in the best interests of the Company and
its subsidiaries.

(iv)     Disability
shall mean any physical or mental condition which would qualify Executive for a
disability benefit under the long-term disability plan of the Company or the
Subsidiary.

4.        Benefits
Upon Termination Under Section 2(i). Upon the termination of the employment
of Executive pursuant to Section 2(i) hereof, Executive shall be entitled to
receive the benefits specified in this Section 4.

(i)       The
Company shall pay to Executive (a) the full base salary earned by him and
unpaid through the date that the termination of Executives employment becomes
effective, at the rate in effect at the time written notice of termination
(voluntary or involuntary) was given, (b) any amount earned by Executive as a
bonus with respect to the fiscal year of the Company preceding the termination
of his employment if such bonus has not theretofore been paid to Executive, and
(c) an amount representing credit for any vacation earned or accrued by him but
not taken. The payments under this Section 4(i) shall be due and payable in
lump sum immediately upon such termination of employment.

(ii)      In
lieu of any further base salary payments to Executive for periods subsequent to
the date that the termination of Executives employment becomes effective, the
Company shall pay as severance pay to Executive a lump-sum cash amount equal to
twelve (12) times the monthly total compensation of the Executive reported to
the Internal Revenue Service by the Company, averaged over the thirty six
calendar months ending with the last day of the calendar year preceding the
year in which such Change in Control occurs; subject, however, to the
restriction that the Executive shall not be entitled to receive any amount
pursuant to this Agreement which constitutes an excess parachute payment
within the meaning of Section 280G of the Internal Revenue Code of 1986, as
amended, or any successor provision or regulations promulgated thereunder. In
case of uncertainty as to whether some portion of a payment might constitute an
excess parachute payment, the Company shall initially make the payment to the
Executive and Executive agrees to refund to the Company any amounts ultimately determined to be excess parachute payments.
The payments under this Section 4(ii) shall be due and payable in a single lump
sum cash payment on the first day of the seventh month following termination of
Executives employment.

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(iii)     The
Company shall pay to Executive all legal fees and expenses incurred by
Executive in seeking to obtain or enforce any right or benefit provided to Executive
by this Agreement, including any and all expenses of arbitration in accordance
with Section 11 below.

(iv)     The
exercisability or vesting, or both, of all stock options and other stock based
benefits held by the Executive shall become and be accelerated and fully vested
as of the date of such termination.

Executive shall not be required to mitigate the amount
of any payment provided for in this Section 4 by seeking other employment or
otherwise. The amount of any payment or benefit provided in this Section 4
shall not be reduced by any compensation earned by Executive as a result of any
employment by another employer.

5.        Successors;
Binding Agreement; Assignment.

(i)       The
Company will require any successor (whether direct or indirect, by purchase,
merger, consolidation or otherwise), to all or substantially all of the
business and/or assets of the Company, by agreement in form and substance
satisfactory to Executive, to expressly assume and agree to perform this
Agreement in the same manner and to the same extent that the Company would be
required to perform it if no such succession had taken place. Failure of the
Company to obtain such agreement prior to the effectiveness of any such
succession shall be a breach of this Agreement and shall entitle Executive to
compensation from the Company in the same amount and on the same terms as
Executive would be entitled hereunder if Executive terminated his employment
after a Change in Control for Good Reason, except that for purposes of
implementing the foregoing, the date on which any such succession becomes
effective shall be deemed the Termination Date. As used in this Agreement,
Company shall mean the Company as hereinbefore defined and any successor to
its business and/or assets as aforesaid which executes and delivers the
agreement provided for in this Section 5(i) or which otherwise becomes bound by
all the terms and provisions of this Agreement by operation of law.

(ii)      This
Agreement is personal to Executive and Executive may not assign or transfer any
part of his rights or duties hereunder, or any compensation due to him
hereunder, to any other person. Notwithstanding the foregoing, this Agreement
shall inure to the benefit of and be enforceable by Executives personal or
legal representatives, executors, administrators, heirs, distributees, devisees
and legatees.

6.        Modification;
Waiver. No provisions of this Agreement may be modified, waived or
discharged unless such waiver, modification or discharge is agreed to in a
writing signed by Executive and such officer as may be specifically designated
by the Board of Directors of the Company. No waiver by either party hereto at any time
of any breach by the other party hereto of, or compliance with, any condition
or provision shall be deemed a waiver of similar or dissimilar provisions or
conditions at the same or at any prior or subsequent time.

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7.     Notice.
All notices, requests, demands and all other communications required or
permitted by either party to the other party by this Agreement (including,
without limitation, any notice of termination of employment) shall be in
writing and shall be deemed to have been duly given when delivered personally,
on the next day after deposited with a reliable next day courier service, or on
the third business day after mailed by regular, certified or registered mail,
return receipt requested, at the address of the other party, as follows:

| |                        
| | -----------------------
| | If to the Company, to: 
| |                        
| | CyberOptics Corporation
| | 5900 Golden Hills Drive
| | Golden Valley, MN 55416
| |                        
| | If to Executive, to:   
| |                        
| | Daniel Good            
| | [Address]              

Either party hereto may change its address for
purposes of this Section 7 by giving fifteen (15) days prior notice to the
other party hereto.

8.     Severability.
If any term or provision of this Agreement or the application hereof to any
person or circumstances shall to any extent be invalid or unenforceable, the
remainder of this Agreement or the application of such term or provision to
persons or circumstances other than those as to which it is held invalid or
unenforceable shall not be affected thereby, and each term and provision of
this Agreement shall be valid and enforceable to the fullest extent permitted
by law.

9.     Headings.
The headings in this Agreement are inserted for convenience or reference only
and shall not be a part of or control or affect the meaning of this Agreement.

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

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11.   Governing
Law/Arbitration. This Agreement has been executed and delivered in the
State of Minnesota and shall in all respects be governed by, and construed and
enforced in accordance with, the laws of the State of Minnesota, including all
matters of construction, validity and performance. Notwithstanding the
foregoing, any dispute as to the occurrence of a Change in
Control, or as to Good Reason, shall be settled by final and binding
arbitration in accordance with the Center for Public Resources Rules for
Non-Administered Arbitration of Business Disputes in effect as of the date of
this Agreement by a sole arbitrator. The arbitration shall be governed by the
United States Arbitration Act, 9 U.S.C. § 1-16, and judgment upon the award
rendered by the arbitrator may be entered by any court having jurisdiction
thereof. The place of arbitration shall be Minneapolis, Minnesota. The
arbitrator is empowered to award damages in excess of compensatory damages.

12.     Entire
Agreement. This Agreement supersedes any and all other oral or written
agreements or policies made relating to the subject matter hereof; provided
that, this Agreement shall not supersede or limit in any way Executives
rights under any benefit plan, program or arrangements in accordance with their
terms.

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IN
WITNESS WHEREOF, the Company has caused this Agreement to be executed in its
name by a duly authorized officer, and Executive has hereunto set his hand, all
as of the date first written above.

| |                         |     | 
| | ----------------------- | --- | 
| | CyberOptics Corporation
| |                        
| | By                      |    
| |                         |     | 
| |                         | Its | 
| |                         |    
| |                        
| | Executive              

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