exv10wq






EXHIBIT 10Q






V: 4/21/98

[Optionee Name]

No: [Grant Number]




COGNEX CORPORATION

STOCK OPTION AGREEMENT (NON-QUALIFIED)

UNDER 1998 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN



AGREEMENT entered into as of [Grant Date], by and between COGNEX CORPORATION, a Massachusetts
corporation (the “Company”) and the undersigned officer or director of the Company or one of its
subsidiaries (the “Optionee”).



Recitals:





	1.	 	The Company desires to afford the Optionee an opportunity to purchase
shares of its common stock ($0.002 par value) (“Shares”) to carry out
the purposes of the Cognex Corporation 1998 Non-Employee Director
Stock Option Plan (the “Plan”).
	 
	2.	 	Section 5 of the Plan provides that each option is to be evidenced by
an option agreement, setting forth the terms and conditions of the
option.




ACCORDINGLY, in consideration of the premises and of the mutual covenants and agreements contained
herein, the Company and the Optionee hereby agree as follows:





	1.	 	    Grant of Option




The Company hereby grants to the Optionee a non-qualified stock option (the “Option”) to purchase
all or any part of an aggregate of [Number of Shares Granted] Shares on the terms and conditions
hereinafter set forth.





	2.	 	    Purchase Price




The purchase price (“Purchase Price”) for the Shares covered by the Option shall be [Grant Price]
per Share.





	3.	 	Time and Manner of Exercise of Option
	 
	3.1	 	The Option shall not be exercisable prior to [Vest Date 1].
Thereafter, the Option shall only be exercisable as follows:





	 	 	 	 	 	 
	 	 	 	 	Shares
	 	 	 	 	Becoming Available
	 	 	On or After	 	for Exercise
	 

	 	[Vest Date 1]
	 	[no. shares vesting]
	 

	 	[Vest Date 2]
	 	[no. shares vesting]
	 

	 	[Vest Date 3]
	 	[no. shares vesting]
	 

	 	[Vest Date 4]
	 	[no. shares vesting]






 









 









	 
	 
	 
	 
	 
	 	 	Notwithstanding the foregoing, the Option shall not be exercisable until     such
time that the Optionee and the Company have duly executed any of the
agreements required at the time of grant of the Option by the Company for
directors of the Company who are not employees (including, but not limited to,
the Company’s Confidentiality and Non-Competition Agreement). In the event the
Company undergoes a Change of Control, all of the options shall immediately
vest and become fully exercisable.






	3.2	 	To the extent that the right to exercise the Option has accrued and is
in effect, the Option may be exercised in full at one time or in part
from time to time, by giving written notice, signed by the person or
persons exercising the Option, to the Company, stating the number of
Shares with respect to which the Option is being exercised,
accompanied by payment in full of the Purchase Price for such Shares,
which payment may, at the Company’s sole discretion, be in whole or in
part in shares of the common stock of the Company already owned by the
person or persons exercising the Option, valued at fair market value.
If such stock is then actively traded in an established
over-the-counter market, the fair market value shall be the mean
between the bid and asked prices quoted in such market at the close on
the date nearest preceding the date of exercise; and if such stock is
listed on any national exchange or traded on the NASDAQ National
Market System, the price shall be the mean between the high and low
sale prices quoted on such exchange on the date nearest preceding the
date of exercise. There shall be no such exercise at any one time as
to fewer than Two Hundred and Fifty (250) Shares or all of the
remaining Shares then purchasable by the person or persons exercising
the Option, if fewer than Two Hundred and Fifty (250) Shares. Upon
such exercise, delivery of a certificate for paid-up, non-assessable
Shares shall be made at the principal office of the Company to the
person or persons exercising the Option at such time, during ordinary
business hours, after fifteen (15) days but not more than thirty (30)
days from the date of receipt of the notice by the Company, as shall
be designated in such notice, or at such time, place and manner as may
be agreed upon by the Company and the person or persons exercising the
Option.
	 
	3.3	 	The Company shall at all times during the term of the Option reserve
and keep available such number of shares of its common stock as will
be sufficient to satisfy the requirements of the Option, shall pay all
original issue and transfer taxes with respect to the issue and
transfer of Shares pursuant hereto, and all other fees and expenses
necessarily incurred by the Company in connection therewith. The
holder of this Option shall not have any of the rights of a
stockholder of the Company in respect of the Shares until one or more
certificates for such Shares shall be delivered to him upon the due
exercise of the Option.
	 
	4.	 	    Term of Option
	 
	4.1	 	The Option shall terminate on [Expiration Date], but shall be subject
to earlier termination as hereinafter provided.
	 
	4.2	 	In the event that the Optionee ceases to be affiliated with the
Company (or one of its subsidiaries) by reason of termination of his
or her directorship, the Option may be exercised, to the extent then
exercisable under Section 3.1 within seven (7) business days after
the date on which the Optionee ceased his or her such affiliation
with the Company, at which time the Option shall terminate, unless
termination (a) was by the Company for cause or was by the Optionee
in breach of a directorship contract, in either of which cases the
Option shall terminate immediately at the time the Optionee ceases
his or her such affiliation with the Company, (b) was because the
Optionee has become disabled (within the meaning of Section
105(d)(4) of the Internal Revenue Code of 1986, as amended), or (c)
was by reason of the death of the Optionee. In the case of
disability, the Option may be exercised, to the extent then
exercisable under Section 3.1, at any time within twelve (12) months
after the date of termination of his or her such affiliation with
the Company, at which time the Option shall terminate, but in any
event prior to [Expiration Date].
	 
	4.3	 	In the event of the death of the Optionee, the Option may be
exercised, to the extent the Optionee was entitled to do so on the
date of his or her death under the provisions of Section 3.1 by the
estate of the Optionee or by any person or persons who acquire the
right to exercise the Option by bequest or inheritance or otherwise
by reason of the death of the Optionee. In such circumstances, the
Option may be exercised at any time within twelve (12) months after
the date of death of the Optionee, at which time the Option shall
terminate, but in any event prior to [Expiration Date].




 









 









	5.	 	    Transferability of Options
	 
	 	 	The right of the Optionee to exercise the Option shall not be assignable or transferable by the
Optionee otherwise than by will or the laws of descent and distribution, and the Option may be
exercised during the lifetime of the Optionee only by him, except that the Optionee may transfer
the option to the Optionee’s spouse children or to a trust for the benefit of the Optionee or the
Optionee’s spouse or children. The Option shall be null and void and without effect upon the
bankruptcy of the Optionee or upon any attempted assignment or transfer, except as hereinabove
provided, including without limitation, any purported assignment, whether voluntary or by operation
of law, pledge, hypothecation or other disposition contrary to the provisions hereof, or levy of
execution, attachment, trustee process or similar process, whether legal or equitable, upon the
Option.
	 
	6.	 	    Restrictions on Issue of Shares
	 
	6.1	 	Notwithstanding the provisions of Section 3 hereof, the Company may
delay the issuance of Shares covered by the exercise of the Option and
the delivery of a certificate for such Shares until one of the
following conditions shall be satisfied:






	 	6.1.1	 	The Shares with respect to which such option has
been exercised are, at the time of the issue of
such shares, effectively registered under
applicable federal and state securities acts now
in force or hereafter amended; or
	 
	 	6.1.2	 	Counsel for the Company shall have given an opinion, which
opinion shall not be unreasonably conditioned or withheld, that
such Shares are exempt from registration under applicable
federal and state securities acts, as now in force or hereafter
amended.






	6.2	 	In the event that for any reason the Shares to be issued upon
exercise of the Option shall not be effectively registered under
the Securities Act of 1933 (the “1933 Act”), upon any date on
which the Option is exercised in whole or in part, the Company
shall be under no further obligation to issue Shares covered by
the Option, unless the person exercising the Option shall give a
written representation to the Company, substantially in the form
attached hereto as Exhibit 1, that such person is acquiring the
Shares issued to him pursuant to such exercise of the Option for
investment and not with a view to, or for sale in connection
with, the distribution of any such Shares, and that he will make
no transfer of the same except in compliance with the 1933 Act
and the rules and regulations promulgated thereunder and then in
force, and in such event, the Company may place an “investment
legend”, so called, upon any certificate for the Shares issued by
reason of such exercise.
	 
	7.	 	    Adjustments Upon Changes in Capitalization; Change in Control




In the event that the outstanding shares of the common stock of the Company are changed into or
exchanged for a different number or kind of shares or other securities of the Company or of another
corporation by reason of any reorganization, merger, consolidation, recapitalization,
reclassification, stock split-up, combination of shares or dividend payable in capital stock,
appropriate adjustment shall be made in the number and kind of shares as to which the Option, or
any part thereof then unexercised, shall be exercisable, to the end that the proportionate interest
of the Optionee shall remain as before the occurrence of such event; such adjustment in the Option
shall be made without change in the total price applicable to the unexercised portion of the Option
and with a corresponding adjustment in the Option price per share. In the event of a “Change in
Control”, as such term is defined in the Plan, the provisions of Section 7 of the Plan shall apply
to this Option.







 









 









	8.	 	    Severability




Each provision of this Agreement shall be treated as a separate and independent clause, and the
unenforceability of any one clause shall in no way impair the enforceability of any of the other
clauses herein. In the event that any provision hereof or any obligation or grant, or rights by the
undersigned hereunder is found invalid or unenforceable pursuant to judicial decree or decision,
any such provision, obligation, or grant of right shall be deemed and construed to extend only to
the maximum permitted by law, and the remainder of this Agreement shall remain valid and
enforceable according to its terms.





	9.	 	    Withholding Taxes




Whenever Shares are to be issued upon exercise of this Option, the Company shall have the right to
require the Optionee to remit to the Company an amount sufficient to satisfy all Federal, state and
local withholding tax requirements prior to the delivery of any certificate or certificates for
such Shares.





	10.	 	    Transfer Restriction




This Section Has Been Deleted.





	11.	 	    No Special Rights




Nothing contained in the Plan or in this Agreement shall be construed or deemed by any person under
any circumstances to bind the Company to continue the affiliation of the Optionee, as director,
with the Company for the period within which this Option may be exercised.



IN WITNESS WHEREOF, the Company has caused this Agreement to be executed and its corporate seal to
be hereto affixed by Robert J. Shillman, its President thereunto duly authorized, and the Optionee
has hereunto set his hand and seal, all as of the day and year first above written.




	 	 	 	 	 
	 	COGNEX CORPORATION

 	 
	 	By:  	 	 
	 	 	President 	 
	 	 	 	 
	 	  	 	 
	 	 	Optionee 	 
	 	 	 	 
	 	  	 	 
	 	 	[Optionee Name] 	 
	 	 	 	 
	 	  	 	 
	 	 	[SSN] 	 
	 	 	 	 
	 



 









 








	 	 	 	 	 



EXHIBIT 1

TO STOCK OPTION AGREEMENT



Cognex Corporation




Gentlemen:



In connection with the exercise by me as to [No. of Shares Granted] shares of the non-qualified
stock option granted to me under date of [Grant Date], I hereby acknowledge that I have been
informed as follows:





	1.	 	The shares of common stock of the Company to be issued to me pursuant
to the exercise of said option have not been registered under the
Securities Act of 1933, as amended (the “Act”), and accordingly, must
be held indefinitely unless such shares are subsequently registered
under the Act, or an exemption from such registration is available.
	 
	2.	 	Routine sales of securities made in reliance upon Rule 144 under the
Act can be made only after the holding period and in limited amounts
in accordance with the terms and conditions provided by that Rule, and
in any sale to which that Rule is not applicable, registration or
compliance with some other exemption under the Act will be required.
	 
	3.	 	The Company is under no obligation to me to register the shares or to
comply with any such exemptions under the Act.
	 
	4.	 	The availability of Rule 144 is dependent upon adequate current public
information with respect to the Company being available and, at the
time that I may desire to make a sale pursuant to the Rule, the
Company may neither wish nor be able to comply with such requirement.




In consideration of the issuance of certificates for the shares to me, I hereby represent and
warrant that I am acquiring such shares for my own account for investment, and that I will not
sell, pledge or transfer such shares in the absence of an effective registration statement covering
the same, except as permitted by the provisions of Rule 144, if applicable, or some other
applicable exemption under Act. In view of this representation and warranty, I agree that there may
be affixed to the certificates for the shares to be issued to me and to all certificates issued
hereafter representing such shares (until in the opinion of counsel, which opinion must be
reasonably satisfactory in form and substance to counsel for the Company, it is no longer necessary
or required) a legend as follows:





“The shares of common stock represented by this certificate have not been registered under the
Federal Securities Act of 1933, as amended, and were acquired by the registered holder, pursuant to
a representation and warranty that such holder was acquiring such shares for his own account and
for investment, with no intention to transfer or dispose of same, in violation of the registration
requirements of that Act. These shares may not be sold, pledged, or transferred, in the absence of
an effective registration statement under the Securities Act of 1933, as amended, or an opinion of
counsel, which opinion is reasonably satisfactory to counsel to the Company, to the effect that
registration is not required under said Act.”


I further agree that the Company may place a stop order with its Transfer Agent, prohibiting the
transfer of such shares so long as the legend remains on the certificates representing the shares.




	 	 	 	 	 
	 	Very truly yours,




 	 
	 	[Optionee Name]