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EXHIBIT 10T
 COGNEX CORPORATION
 STOCK OPTION AGREEMENT (NON-QUALIFIED)
UNDER 1998 STOCK INCENTIVE PLAN
  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
Stock Incentive Plan (the Plan).2.
    
    Section 6 of the Plan provides that each option is to be evidenced by an option agreement,
setting forth the terms and conditions of the option.
  1.
    
    Grant of Option
  2.
    
    Purchase Price
 
 3.
    
    Time and Manner of Exercise of Option3.1
    
    The Option shall not be exercisable prior to [date]. Thereafter, the Option shall only be
exercisable, in the amounts and on or after the vesting dates as follows:
 SharesBecoming AvailableOn or After
    
    for Exercise




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Notwithstanding the foregoing, the Option shall not be exercisable until such time that the
Optionee and the Company have duly executed all of the agreements required at the time of
grant of the Option by the Company for 1) full-time employment by the Company, if the
Optionee is an employee of the Company, including, but not limited to, the Companys
Employee, Invention, Non-Disclosure and Non-Competition Agreement, or 2) consultancy by the
Company, if the optionee is a consultant to the Company, including, but not limited to, the
Companys Consultant Agreement, or 3) directorship of the Company, if the Optionee is a
director of the Company, including, but not limited to, the Companys Confidentiality and
Non-Competition Agreement.[Included for Directors: In the event of a corporate transaction, including a merger or
reorganization, whereby the holders of the outstanding shares of common stock of the
Corporation before the transaction fail to have a beneficial interest of 51 percent or more
of the shares of outstanding common stock of the Corporation or its successor (or its
ultimate parent) after the consummation of the transaction, all your outstanding options to
acquire shares of common stock of the Corporation shall become vested and fully exercisable
immediately prior to the consummation of the transaction.][Included for Executive Officers: In the event of a corporate transaction, including a
merger or reorganization, whereby the holders of the outstanding shares of common stock of
the Corporation before the transaction fail to have a beneficial interest of 51 percent or
more of the shares of outstanding common stock of the Corporation or its successor (or its
ultimate parent) after the consummation of the transaction, and within 12 months of
the consummation of the transaction, your employment is involuntarily terminated, all your
outstanding options to acquire shares of common stock of the Corporation shall become
immediately vested and fully exercisable. For purposes hereof, your employment is
considered to be involuntarily terminated if the Corporation or its successor terminates
your employment without Cause or you resign your employment for Good Reason.The term Cause shall mean (i) your willful and continued failure to perform substantially
your duties with the Corporation (other than any failure resulting from incapacity due to
physical or mental illness), after a written demand of performance is delivered to you by
the Board or the Chief Executive Officer of the Corporation which identifies the manner in
which the Board or Chief Executive Officer believes that you have not substantially
performed your duties; or (ii) your willful engagement in illegal conduct or gross
misconduct which is materially injurious to the Corporation.The term Good Reason shall mean (i) a material diminution in your duties or
responsibilities, excluding for this purpose any diminution related solely to the
Corporation ceasing to be a reporting company for purposes of the Securities Exchange Act of
1934, or (ii) the Corporations requiring you to be based at any office or location that is
more than fifty (50) miles from your current office.]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 Optionees request and in 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 traded on the NASDAQ National Market System, the price shall be the mean between
the high and low sale prices quoted on NASDAQ 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
    
    Accrual of the right to exercise the option ceases during a medical leave or leave of absence
from the Company or upon a change of an employees full-time employment status to part-time
employment.




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The schedule shown in 3.1 will be extended one day for each day that the
optionee was on leave or a part-time employee. The term of the option as specified in 4.1
shall remain as stated.3.4
    
    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.3.5
    
    Optionee agrees that he/she will not claim, now or at any time in the future, whether during
Optionees affiliation with the Company (i.e. during Optionees employment if an employee, or
during Optionees consultancy engagement if a consultant, or during Optionees tenure as a
director if a director of Company) or after such affiliation has terminated (either
voluntarily or involuntarily and whether with or without cause), that Optionee should be
entitled to exercise any of the then remaining unvested shares prior to the vesting dates for
any reason, including, but not limited to, any claim for services, contributions or efforts
made by Optionee on behalf of Cognex during his/her affiliation with Cognex.4.
    
    Term of Option4.1
    
    The Option shall terminate on [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 employment (whether voluntary or
involuntary and whether with or without cause), consultancy or directorship, the Option may be
exercised, only 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
unless termination (a) was by the Company for cause or was by the Optionee in breach of an
employment, consulting or directorship contract, in any of which cases the Option shall
terminate immediately at the time the Optionee ceases his or her such affiliation with the
Company and shall not be exercisable, (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 Sections 3.1 and 3.3, at any time within
twelve (12) months after the date of termination of his or her such affiliation with the
Company, but in any event prior to the expiration of ten (10) years from the date hereof.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
Sections 3.1 and 3.3 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, but in any event prior to the expiration
of ten (10) years from the date hereof.5.
    
    Transferability of Options




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6.
    
    Adjustments Upon Changes in Capitalization
  7.
    
    Severability
  8.
    
    Withholding Taxes
  9.
    
    Transfer Restriction
   10.
    
    No Special Rights




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11.
    
    Non-Competition
   COGNEX CORPORATIONBy:CEO, PresidentOptionee