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UNITED STATES SECURITIES AND EXCHANGE
COMMISSION

Washington, D.C. 20549




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Form 10-K

|           |  |                                                                                             
|---------- |  | --------------------------------------------------------------------------------------------
|(Mark One) |  |                                                                                             
|þ          |  | ANNUAL REPORT PURSUANT TO SECTION 13 OR
    15(d) OF THE SECURITIES EXCHANGE ACT OF 1934    
|           |  | For the fiscal year ended December 31,
    2002                                             
|          
|or        
|          
|o          |  | TRANSITION REPORT PURSUANT TO SECTION 13 OR
    15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|          
|           |  | For the transition period
    from           to                                             

Commission File Number 0-17869



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COGNEX CORPORATION

(Exact name of registrant as specified in its
charter)


|                                                                   |  |                                         
|------------------------------------------------------------------ |  | ----------------------------------------
|Massachusetts                                                      |  | 04-2713778                              
|(State or other jurisdiction of
    incorporation or organization) |  | (I.R.S. Employer
    Identification No.)

One Vision Drive

Natick, Massachusetts 01760-2059


(508) 650-3000





(Address, including zip code, and telephone
number,


including area code, of principal executive
offices)


Securities registered pursuant to
Section 12(b) of the Act:

None


Securities registered pursuant to
Section 12(g) of the Act:

Common Stock, par value $.002 per
share


Indicate by check mark whether the registrant
(1) has filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period
that the registrant was required to file such reports), and
(2) has been subject to such filing requirements for the
past
90 days.     Yes þ          No o

Indicate by check mark if disclosure of
delinquent filers pursuant to Item 405 of
Regulation S-K is not contained herein, and will not be
contained, to the best of the registrants knowledge, in
definitive proxy or information statements incorporated by
reference in Part III of this Form 10-K or any amendment to
this
Form 10-K.     o

Indicate by check mark whether the registrant is
an accelerated filer (as defined in Rule 12b-2 of the
Act).     Yes þ          No o

Aggregate market value of voting stock held by
non-affiliates of the registrant as of June 28, 2002:
$790,039,000

$.002 par value common stock outstanding as of
February 23, 2003: 46,921,916 shares

Documents incorporated by reference:

The registrant intends to file a Definitive Proxy
Statement pursuant to Regulation 14A within 120 days
of the end of the fiscal year ended December 31, 2002.
Portions of such Proxy Statement are incorporated by reference
in Part III of this report. Portions of the
registrants Annual Report to Stockholders for the year
ended December 31, 2002 are incorporated by reference in
Part I, Part II, and Part III of this report.



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TABLE OF CONTENTS



|                                                   |                                                                                               |  |  |  |  |  |  | 
|-------------------------------------------------- | --------------------------------------------------------------------------------------------- |  |  |  |  |  |  | 
|PART I                                            
|                                                   | Item 1. Business                                                                             
|                                                   | Item 2: Properties                                                                           
|                                                   | Item 3: Legal Proceedings                                                                    
|                                                   | Item 4: Submission of Matters to a Vote of Security Holders                                  
|                                                   | Item 4A: Executive Officers and Other Members of the Management Team of the Registrant       
|PART II                                           
|                                                   | Item 5: Market for Registrants Common Equity and Related Stockholder Matters                
|                                                   | Item 6: Selected Financial Data                                                              
|                                                   | Item 7: Managements Discussion and Analysis of Financial Condition and Results of Operations
|                                                   | Item 7A: Quantitative and Qualitative Disclosures About Market Risk                          
|                                                   | Item 8: Financial Statements and Supplementary Data                                          
|                                                   | Item 9: Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 
|PART III                                          
|                                                   | Item 10: Directors and Executive Officers of the Registrant                                  
|                                                   | Item 11: Executive Compensation                                                              
|                                                   | Item 12: Security Ownership and Certain Beneficial Owners and Management                     
|                                                   | Item 13: Certain Relationships and Related Transactions                                      
|                                                   | Item 14: Controls and Procedures                                                             
|PART IV                                           
|                                                   | Item 15: Exhibits, Financial Statement Schedules, and Reports on Form 8-K                    
|Ex-3.A Restated Articles of Organization          
|Ex-3.B By-laws of the Company                     
|Ex-10.E Amend to 1993 Stock Option Plan-Non Em Dir
|Ex-10.F Amendment to the 1993 Stock Option Plan   
|Ex-10.M Transition Loan Agreement                 
|Ex-10.N Termination Agreement                     
|Ex-13 Annual Report to Stockholders               
|Ex-21 Subsidiaries of the registrant              
|Ex-23 Consent of PricewaterhouseCoopers LLP       



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COGNEX CORPORATION ANNUAL REPORT ON

FORM 10-K FOR THE YEAR ENDED DECEMBER 31,
2002

INDEX

|         |  |                                                                                               |  |  |    | 
|-------- |  | --------------------------------------------------------------------------------------------- |  |  | -- | 
|         |  |                                                                                               |  | 
|PART I  
|Item 1.  |  | Business                                                                                      |  |  | 2  | 
|Item 2.  |  | Properties                                                                                    |  |  | 13 | 
|Item 3.  |  | Legal Proceedings                                                                             |  |  | 13 | 
|Item 4.  |  | Submission of Matters to a Vote of Security
    Holders                                       |  |  | 13 | 
|Item 4A. |  | Executive Officers and Other Members of The
    Management Team of The Registrant             |  |  | 13 | 
|PART II 
|Item 5.  |  | Market for the Registrants Common Equity
    and Related Stockholder Matters                 |  |  | 14 | 
|Item 6.  |  | Selected Consolidated Financial Data                                                          |  |  | 15 | 
|Item 7.  |  | Managements Discussion and Analysis of
    Financial Condition and
    Results of Operations |  |  | 15 | 
|Item 7A. |  | Quantitative and Qualitative Disclosures About
    Market Risk                                |  |  | 15 | 
|Item 8.  |  | Financial Statements and Supplementary Data                                                   |  |  | 16 | 
|Item 9.  |  | Changes in and Disagreements with Accountants on
    Accounting and
    Financial Disclosure  |  |  | 16 | 
|PART III
|Item 10. |  | Directors and Executive Officers of The Registrant                                            |  |  | 16 | 
|Item 11. |  | Executive Compensation                                                                        |  |  | 16 | 
|Item 12. |  | Security Ownership of Certain Beneficial Owners
    and Management                            |  |  | 16 | 
|Item 13. |  | Certain Relationships and Related Transactions                                                |  |  | 16 | 
|Item 14. |  | Controls and Procedures                                                                       |  |  | 16 | 
|PART IV 
|Item 15. |  | Exhibits, Financial Statement Schedules, and
    Reports on Form 8-K                          |  |  | 17 | 

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PART I

This Annual Report on Form 10-K contains
forward-looking statements within the meaning of the Federal
Securities Laws. Readers can identify these forward-looking
statements by the Companys use of the words
expects, anticipates,
estimates, believes,
projects, intends, plans,
will, may, shall, and
similar words and other statements of a similar sense. The
Companys future results may differ materially from current
results and from those projected in the forward-looking
statements as a result of known and unknown risks and
uncertainties. Readers should pay particular attention to
considerations described in the section captioned Risk
Factors, appearing in Part I  Item I
of this Annual Report on Form 10-K.




Item
1.     Business

Corporate Profile

Cognex® Corporation (Cognex or
the Company, each of which includes, unless the
context indicates otherwise, Cognex Corporation and its
subsidiaries) was incorporated in Massachusetts in 1981. Its
corporate headquarters are located at One Vision Drive,
Natick, Massachusetts 01760 and its telephone number is
(508) 650-3000.

The Company designs, develops, manufactures, and
markets machine vision systems that are used to automate a wide
range of manufacturing processes. These systems consist of
sophisticated image analysis software and high-speed,
special-purpose computers (vision engines) which, when connected
to a video camera, interpret video images and generate
information about them.

Machine vision systems are used in a variety of
industries including the semiconductor, electronics, automotive,
packaging, medical, consumer products, paper, and metals
industries. Machine vision is important for applications in
which human vision is inadequate to meet requirements for
repeatability, feature size, accuracy, or speed, or in instances
where substantial cost savings are obtained through the
reduction of direct labor or improved product quality. Today,
many types of manufacturing equipment require machine vision
because of the increasing demands for speed and accuracy in
manufacturing processes, as well as the decreasing feature size
of items being manufactured.

The Company has two operating divisions: the
Modular Vision Systems Division (MVSD), based in Natick,
Massachusetts, and the Surface Inspection Systems Division
(SISD), based in Alameda, California. MVSD designs, develops,
manufactures, and markets modular vision systems that are used
to control the manufacturing of discrete items, such as
semiconductor chips, cellular phones, and medical instruments,
by locating, identifying, inspecting, and measuring them during
the manufacturing process. SISD designs, develops, manufactures,
and markets surface inspection vision systems that are used to
inspect surfaces of materials processed in a continuous fashion,
such as paper, metals, plastics, and non-wovens, to ensure there
are no flaws or defects on the surfaces. Historically, MVSD has
been the source of the majority of the Companys revenue,
representing 79% of total revenue in 2002.

What is Machine Vision?

Since the beginning of the Industrial Revolution,
human vision has played an indispensable role in the process of
manufacturing products. Human eyes did what no machines could do
themselves: locating and positioning work, tracking the flow of
parts, and inspecting output for quality and consistency. Today,
however, the requirements of many manufacturing processes have
surpassed the limits of human eyesight. Manufactured items often
are produced too quickly or with tolerances too small to be
analyzed by the human eye.

In response to manufacturers needs, a new
technology known as machine vision emerged,
providing manufacturing equipment with the gift of sight. In a
typical machine vision application, a video camera positioned on
the production line captures an image of the part to be
inspected and sends the image to the

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machine vision computer. The computer then uses
sophisticated image analysis software to extract information
from the image and generate decisions about the image, such as:


|                 |  |                                                                                 |  |                                                                                                                                         
|---------------- |  | ------------------------------------------------------------------------------- |  | ----------------------------------------------------------------------------------------------------------------------------------------
|Question         |  | Description                                                                     |  | Example                                                                                                                                 
|                 |  |                                                                                 |  |                                                                                                                                         
|GUIDANCE         |  |                                                                                 |  |                                                                                                                                         
|Where is it?     |  | Determining the exact physical location and
    orientation of an object.       |  | Determining the position of a printed circuit
    board so that a robot can automatically be guided to insert
    electronic components.
|                
|IDENTIFICATION   |  |                                                                                 |  |                                                                                                                                         
|What is it?      |  | Identifying an object by analyzing its shape or
    by reading a serial number. |  | Identifying the serial number on an automotive
    airbag so that it can be tracked and processed correctly through
    manufacturing.  
|                
|INSPECTION       |  |                                                                                 |  |                                                                                                                                         
|How good is it?  |  | Inspecting an object for flaws or defects.                                      |  | Inspecting the paper that US currency is printed
    on.                                                                                
|                
|GAUGING          |  |                                                                                 |  |                                                                                                                                         
|What size is it? |  | Determining the dimensions of an object.                                        |  | Determining the diameter of a bearing prior to
    final assembly.                                                                      

Once the machine vision system has processed the
image and performed any necessary analysis, the result is then
communicated to other equipment on the factory floor, such as an
industrial controller, a robotic arm, a deflector that removes
the part from the line, a positioning table that moves the part,
or alternatively, to a computer file for analysis or subsequent
process control. This process is repeated for each part on the
production line, or continuously for process material, as it
moves into position in front of the video camera. Machine vision
systems can perform tasks quickly enough to keep pace with
machines that process thousands of parts or material feet per
minute, thus increasing both quality and productivity.

The Machine Vision Market

The machine vision market consists of two
customer types: Original Equipment Manufacturers (OEMs) and end
users. OEMs are companies that build standard products sold as
capital equipment to end users. These customers, most of whom
are in the semiconductor and electronics industries, have the
technical expertise to build Cognexs programmable,
board-level machine vision systems directly into their products,
which are then sold to end users.

End users are companies that manufacture
products, such as spark plugs, cellular telephones, surgical
staples, metals, and paper. While they may purchase capital
equipment containing machine vision or hire a system integrator
to build an inspection system, many end users choose to purchase
machine vision systems and install them directly on their
production lines to inspect products and control the
manufacturing process. Unlike OEMs and system integrators, these
customers typically have limited computer programming or machine
vision experience.

The Company includes system integrators in its
definition of end users. System integrators are companies that
create complete, automated inspection solutions for end users.
For example, they combine lighting, conveyors, robotics, machine
vision, and other components to produce custom inspection
systems for various applications. Because system integrators
encounter a broad range of automation problems, they purchase a
variety of Cognex products, from general-purpose systems to
application-specific systems tailored to solve particular
manufacturing tasks.

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Business Strategy

The Companys goal is to expand its position
as a leading worldwide supplier of machine vision systems for
factory automation. Within the factory automation market, the
Company has historically focused primarily on those industries
where machine vision has become essential, either from a
regulatory, economic, or manufacturing complexity standpoint,
for controlling the manufacturing process to ensure high quality
and/or reduce manufacturing costs.

Emphasizing high value-added products and
applications is important to the Companys strategy because
not every segment of the machine vision market offers
opportunity for sustained profitability. The Company believes
high value-added is realized in the Companys products in
several ways. The primary value-added is derived from offering
unique vision software algorithms that solve challenging
problems better than competing products. The other major mode of
realizing high value-added is by offering products that are
complete solutions to known problems, incorporating all of the
necessary vision software, applications software, hardware,
video cameras, and electro-optics. Both modes of realizing high
value-added require the Company to maintain an industry-leading
level of investment in research, development, and engineering.

Within the factory automation market, the Company
has tailored its product offerings to match the characteristics
of its two customer types: OEMs and end users.
Historically, OEMs have been the source of the majority of the
Companys revenue. However, the Company believes that end
users have the potential in the long term to generate more
revenue than OEMs. Consequently, the Company has invested in
developing and acquiring products that meet the needs of end
users and in developing a strong worldwide direct sales and
support infrastructure. The Company will continue to invest in
both customer types, defending its strong position in the OEM
market while expanding in the end-user market. In 2002,
approximately 67% of the Companys revenue came from
end-user customers.

The Company has historically pursued a global
business strategy, investing in building a strong direct
presence in North America, Japan, Europe, and Southeast Asia. In
all of these regions, the Company is acknowledged to be a
leading machine vision supplier. The Company intends to continue
to invest in the expansion of direct sales and support in these
regions. In 2002, approximately 60% of the Companys
revenue came from customers based outside of the United States.

The Companys business strategy includes
selective expansion into other machine vision applications
through the internal development of new products, as well as the
acquisition of businesses and technologies. Since 1995, the
Company has completed seven business acquisitions, most of which
were targeted at expanding the Companys presence in the
worldwide end-user marketplace. The Company plans to continue to
seek opportunities to expand its product line, customer base,
and technical talent through acquisitions in the machine vision
industry. In particular, the Company will look for opportunities
to acquire technologies that complement its product line or
provide the Company with an enhanced market presence around the
world.

Products

In-Sight
Vision Sensors

The Company is now firmly positioned in the
fast-growing market for vision sensors with its In-Sight
product line. Vision sensors are machine vision systems that
combine a video camera, software, vision processor, and
input/output capability in a low-cost, compact, easy-to-use
package designed for a number of general purpose vision tasks.
The In-Sight product line provides Cognexs
industry-leading machine vision technology in a choice of
affordable platforms that do not require programming skills or a
PC to deploy.

In early 2002, the Company added three new models
to the In-Sight family of vision sensors, bringing the total
number of In-Sight products to nine. The In-Sight 4000 Series
consists of three models, the In-Sight 4000 high performance
vision sensor providing fast frame rates and accelerated vision
tool performance, the In-Sight 4001, a high resolution version
of the 4000, and the In-Sight 4100, a compact, remote head
camera version of the 4000.

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The In-Sight 1000 Series are general-purpose
vision sensors with built-in ethernet networking capability for
remotely managing, monitoring, and controlling vision activity.
The In-Sight 1000 combines a video camera, software, and
processing in a single, compact unit. The In-Sight 1000C
includes the same features as the In-Sight 1000, with the added
ability to inspect and sort parts based on their color.

The first In-Sight products, the In-Sight 2000
and In-Sight 3000, are general-purpose vision sensors designed
for part location, identification, measurement, and assembly
verification tasks. Both products feature a rugged vision
processing unit and separate video camera.

In-Sight is sold primarily to end users located
in North America, Japan, Europe, and Southeast Asia in a wide
range of general manufacturing industries, such as medical
devices, automotive parts, disposable consumer goods, and
electronic components.

PC-based
Vision Systems

The Companys PC-based vision systems
combine the power and flexibility of advanced programming with
the simplicity of a graphical programming environment. These
systems offer high-speed image acquisition, processing, and
system flexibility featuring PatMax®, high-accuracy object
location software that can locate objects that vary in size and
orientation or whose appearance is degraded.

MVS-8000 Product
Family

The MVS-8000TM product family of
programmable machine vision systems combines Cognexs
unique algorithms with Intels MMX instruction set. The
MVS-8100 Series features PCI bus-mastering frame grabbers for
high-speed image transfer from the video camera to the host PC
for processing and display. The MVS-8200 Series of embedded CPU
machine vision systems enables all vision processing to occur
on-board, freeing the PC to perform other tasks.

Cognex also designs, develops, manufactures, and
markets the CDC-100TM, a small, high-resolution
digital Complementary Metal-Oxide Semiconductor
(CMOS) camera designed specifically for machine vision
applications, and the CDC-50 standard format digital camera.
Both cameras are designed for use with the MVS-8100D digital
frame grabber. These products, in combination with Cognexs
vision software, provide a complete, tightly integrated solution
to the Companys customers.

The MVS-8000 product family is sold to OEMs
located in North America, Japan, Europe, and Southeast Asia who
integrate the machine vision systems into capital equipment for
the semiconductor and electronics industries. These machine
vision systems are also sold to system integrators located in
North America, Japan, Europe, and Southeast Asia who integrate
the vision systems into capital equipment for the factory floor
in a broad range of industries.

VisionPro
Product Family

In early 2002, the Company introduced
VisionPro®, an Active X-based vision system that combines
Cognex machine vision technology with quick and powerful
application development. These PC-based systems offer the
flexibility of an advanced programming language with the
simplicity of graphical prototyping, speeding time-to-market for
OEMs, system integrators, and advanced manufacturing engineers.
VisionPros powerful software, combined with Cognex
MVS-8100 series frame grabbers, provide a complete vision system
to solve demanding applications.

In late 2002, the company expanded the
functionality of the VisionPro systems with the addition of new
high-performance software tools. The new tools include a suite
of geometric measurement tools for gauging parts and a data
analysis tool for quick and easy statistical analysis of vision
tool results.

The VisionPro product family is sold to
OEMs and end users located in North America, Japan,
Europe, and Southeast Asia in a wide range of industries.

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Checkpoint
Family

Checkpoint® is a family of PC-based vision
systems for complex precision guidance, gauging, and defect
inspection applications. Checkpoint features a graphical user
interface and requires some knowledge of programming and machine
vision to configure a vision application. Deployment of
Checkpoint on the factory floor requires the services of trained
system integrators to mechanically and electrically integrate
Checkpoint into production lines.

Checkpoint is sold primarily to end users located
in North America, Japan, Europe, and Southeast Asia in a wide
range of industries.

Application-Specific
Systems

In-Sight 1700is a compact vision sensor for identifying and tracking
semiconductor wafers through the manufacturing process by
reading 2D matrix, alphanumeric, and bar codes on wafers. The
In-Sight 1701 model, introduced in July 2002, is an enhanced
version of the In-Sight 1700 wafer reader, offering the most
advanced optics technology ever available for reading
identification scribes on wafers.

TIS-8000TM Tire Identification
System and WIS-8000TM Wheel Identification
System, introduced in September 2002,
are high-performance identification systems for automatically
identifying tires and wheels by their unique characteristics.
The systems ensure the presence of correct tires or wheels at
any point in the manufacturing or assembly process.

FiberInspectTMis a machine vision system specifically designed to
automatically detect and measure scratches, cracks, and spots
that form during the fiber end polishing process.

CapInspectTM and
LabelInpsectTMare
application-specific tools for In-Sight vision sensors that
solve common packaging applications such as verifying that the
cap is on a bottle, that the bottle is filled to the correct
level, and that the label is in the correct place.

In-Sight
1010TMis a compact,
standalone, ethernet-ready vision sensor designed specifically
for reading 2D matrix and linear bar codes on parts.

SMD 4TMguides the placement of surface mount devices onto printed
circuit boards and other assemblies.

BGA IITMinspects ball grid array devices for missing, misplaced, or
improperly formed solder balls.

Fiducial Finder
IITMlocates fiducial or
alignment marks on printed circuit boards for automatic printed
circuit board alignment.

DisplayInspect®
inspects the small, high-resolution displays commonly found on
cellular phones, pagers, medical test instruments, and other
electronic devices.

Application-specific systems are targeted to
OEMs and end users located in North America, Japan,
Europe, and Southeast Asia in a wide range of industries,
depending upon the application.

Surface
Inspection Systems

The SmartView® surface/web inspection system
provides reliable detection, identification, and visualization
of defects on products which are manufactured in a continuous
process. The SmartView system provides greyscale imaging
capability to visualize the defects, as well as a high-quality
snapshot of the inspected surface or web. The SmartView system
is a modular and scalable system on a Microsoft
Windowsbased platform that enables the Company to expand
into more complex vision applications in the paper, metals,
plastics, and nonwovens industries.

In 2002, the Company expanded the data access
capabilities of the SmartView system. Expanded open data access
ensures real-time inspection control and data access between the
SmartView system and business, production, and quality systems
in the mill. Further, it provides flexible, remote access to
inspection data from mill information systems and other
third-party production data management applications. By
leveraging these

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enhanced capabilities, the SmartView system gives
users greater control of their processes by providing increased
access to the data they need, when and where they need it.


SmartView is sold primarily to end users located
in North America, Japan, Europe, and Southeast Asia in the
paper, metals, plastics, and nonwovens industries.

Research, Development, and
Engineering

The Company engages in research, development, and
engineering (R, D & E) to enhance its existing products and
to develop new products and functionality to meet market
opportunities. In addition to internal research and development
efforts, the Company intends to continue its strategy of gaining
access to new technology through strategic relationships and
acquisitions where appropriate. The Company considers its
on-going efforts in R, D & E to be a key component of its
strategy.

At December 31, 2002, the Company employed
156 professionals in R, D & E, most of whom are software
developers. The Companys R, D & E expenses totaled
$25,630,000, $30,094,000, and $33,341,000, or 22%, 21%, and 13%
of revenue, in 2002, 2001, and 2000, respectively.

Manufacturing

The Companys MVSD manufacturing
organization utilizes a turnkey operation whereby the majority
of component procurement, subassembly, final assembly, and
initial testing are performed under agreement by third-party
contract manufacturers. After the completion of initial testing,
the contract manufacturers deliver the products to the
Companys Natick, Massachusetts facility for final testing,
quality control, and shipment to the customer. The products
provided by the contract manufacturers are manufactured using
specified components and assembly and test documentation created
and controlled by the Company. From time to time, the Company
will procure large quantities of end-of-life components for
strategic purposes that will not be consumed within one year.
Certain components are presently available only from a single
source.

During 2001, the Company began to transition the
contract manufacturing for the majority of its MVSD products
from a vendor located in Massachusetts to a vendor located in
Europe. This transition was completed in 2002.

The Companys SISD products are manufactured
at its Alameda, California facility, with the exception of the
frames on which the cameras are mounted. The manufacturing
process at the Alameda facility consists of system design,
configuration management and control, component procurement, and
subassembly. After the completion of subassembly at the Alameda
facility, some of the systems are delivered to the
Companys Kuopio, Finland facility where the frames are
manufactured. The manufacturing process at the Kuopio facility
consists of system integration with the frames, final testing,
quality control, and shipment to the customer. Certain products
are manufactured by third-party contract manufacturers using
documentation created and controlled by the Company. Certain
components are presently available only from a single source.

Sales and Service

The Company markets its MVSD and SISD products
primarily through a direct sales force in North America, Japan,
Europe, and Southeast Asia. At December 31, 2002, the
Companys direct sales force consisted of 182
professionals, including sales and application engineers. The
majority of the Companys sales force holds engineering or
science degrees. Sales engineers call directly on targeted
accounts and coordinate the activity of the application
engineers. They focus on potential customers that represent
possible volume purchases and long-term relationships.

Sales to customers based outside of the United
States represented approximately 60% of revenue in 2002,
compared to 63% of revenue in 2001 and 69% in 2000. One customer
based in Japan, Fuji America Corporation, accounted for
approximately 10% of revenue in 2000. No customer accounted for
greater than 10% of revenue in 2002 or 2001. Although
international sales may from time to time be subject to federal
technology export regulations, to date the Company has not
suffered delays or prohibitions in sales to any of its foreign
customers. Financial information about segments and geographic
areas may be found in the Notes to

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the Consolidated Financial Statements, appearing
on pages 41 and 42 of the Annual Report to Stockholders for the
year ended December 31, 2002, which is Exhibit 13
hereto, and is incorporated herein by reference.


The Companys MVSD service offerings include
vision solutions consulting services, technical support,
educational services, and product services. The Companys
vision solutions consulting group provides services that range
from a specific area of functionality to a completely integrated
machine vision application. The technical support group consists
of a team of vision experts ready to respond to questions that
may arise while customers are deploying a Cognex machine vision
system. The educational services group offers a variety of
product courses that are available at the Companys offices
worldwide, at customer facilities, and on computer-based
tutorials, video, and the Internet. The product services group
offers a variety of software and hardware maintenance programs
that provide updates on the latest software releases and new
software vision tools.

The Companys SISD service offerings include
installation services and technical support. The installation
services group supervises the physical installation of the
hardware at the customer location, configures the software
application to detect the customers defects, validates
that the entire integrated system with the peripheral components
is functioning according to the specifications, and performs
operator training. The technical support group provides
post-installation system, application, and service parts support.

Intellectual Property

Because the Company relies on the technical
expertise, creativity, and knowledge of its personnel, it
utilizes patent, trademark, copyright, and trade secret
protection to safeguard its competitive position. At
December 31, 2002, the Company had obtained 146 patents on
various innovations in the field of machine vision technology
and had more than 120 patent applications pending. In addition,
the Company makes use of non-disclosure agreements with
customers, suppliers, employees, and consultants. The Company
attempts to protect its intellectual property by restricting
access to its proprietary information by a combination of
technical and internal security measures. There can be no
assurance, however, that any of the above measures will be
adequate to protect the proprietary technology of the Company.
Effective patent, trademark, copyright, and trade secret
protection may be unavailable in certain foreign countries.

The Companys trademark and servicemark
portfolio includes various registered marks, including but not
limited to Cognex®, PatMax®, VisionPro®,
Checkpoint®, DisplayInspect®, and SmartView®, as
well as many common-law marks, including but not limited to,
In-SightTM, MVS-8000TM, and
CDC-100TM. In addition, the Company has sought and
obtained a number of trademark registrations outside of the
United States. All third-party brand names, servicemarks, and
trademarks referenced in this document are the property of their
respective owners.

The Companys software products are
protected by various security schemes and are primarily licensed
to customers pursuant to a license agreement that restricts the
use of the products to the customers purposes, as well as
imposes strict limitations on the customers use of the
Companys trade secret, proprietary, and other confidential
business information to which the customer may have access. The
Company has made portions of the source code available to
certain customers under very limited circumstances and for
restricted uses. If the source code is released to a customer,
the customer is required by contract to maintain its
confidentiality and, in general, to use the source code solely
for internal purposes or for maintenance.

Numerous users of the Companys products
have received notice of patent infringement from the Lemelson
Medical, Educational, & Research Foundation, Limited
Partnership (the Partnership) alleging that their
use of the Companys products infringes certain patents
transferred to the Partnership by the late Jerome H. Lemelson.
Certain of these users have notified the Company that, in the
event it is subsequently determined that their use of the
Companys products infringes any of the Partnerships
patents, they may seek indemnification from the Company for
damages or expenses resulting from this matter. Cognex disclaims
liability with respect to such indemnification requests. The
Company does not believe its products infringe any valid and
enforceable claims of the Partnerships patents.
Furthermore, the Partnership has stated that it is not the
Companys products that infringe the Partnerships
patents, but rather the use of those products by certain of the
Companys customers.

8



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In July 1998, the Partnership filed a lawsuit
against 26 semiconductor device manufacturers asserting
infringement upon numerous Lemelson patents including certain
machine vision patents. Several of the defendants are users of
the Companys products that were purchased primarily from
the Companys OEM customers whose equipment incorporates
such products. As a result of this action and the continuing
assertions against other current and potential Cognex customers,
the Company decided to initiate action against the Partnership
in order to preserve its right to sell machine vision products
without the threat of legal action against the Company or its
customers. Accordingly, on September 23, 1998, the Company
filed a complaint against the Partnership seeking a declaration
that Lemelsons machine vision patents are invalid,
unenforceable, and not infringed by either Cognex or by any
users of Cognex products. The complaint was served on the
Partnership on October 14, 1998. After the judge in
Massachusetts ruled that Massachusetts was not the proper
jurisdiction, the Company refiled in Reno, Nevada on
September 27, 1999 in the United States District Court,
District of Nevada.

The trial against the Partnership began on
November 18, 2002 in Las Vegas, Nevada, and ended on
January 17, 2003. Post-trial activities are scheduled to
conclude by May 16, 2003, with a decision expected before
the end of 2003.

The Company cannot predict the outcome of the
litigation with the Partnership or any similar litigation that
may arise in the future, or the effect of such litigation on the
financial results of the Company.

Compliance with Environmental
Provisions

The Companys capital expenditures,
earnings, and competitive position are not materially affected
by compliance with federal, state, and local environmental
provisions which have been enacted or adopted to regulate the
distribution of materials into the environment.

Competition

The Company competes with other vendors of
machine vision systems, the internal engineering efforts of the
Companys current or prospective customers, and the
manufacturers of image processing systems. Any of these
competitors may have greater financial and other resources than
the Company. Although the Company considers itself to be one of
the leading machine vision companies in the world, reliable
estimates of the machine vision market and the number of
competitors are not available.

The primary competitive factors affecting the
choice of a machine vision system include vendor reputation,
product functionality and performance (e.g. speed, accuracy, and
reliability) under real-world operating conditions, flexibility,
programmability, and the availability of application support
from the vendor. More recently, ease-of-use has become a
competitive factor and product price has become a more
significant factor with respect to simpler guidance and gauging
applications. The Company competes with low-cost smart camera
and vision sensor solutions being introduced by various
competitors on the basis of superior performance and price,
rather than on price alone, through its In-Sight product line.

Backlog

At December 31, 2002, the Companys
backlog totaled $25,992,000, compared to $15,984,000 at
December 31, 2001. Backlog reflects purchase orders for
products scheduled for shipment primarily within three months.
The level of backlog at any particular date is not necessarily
indicative of future revenue of the Company. Certain of the
Companys end-user products, primarily the In-Sight product
line, typically ship within one week of when the order is
booked. In addition, delivery schedules may be extended and
orders may be canceled at any time subject to certain
cancellation penalties.

Employees

At December 31, 2002, the Company employed
622 persons, including 285 in sales, marketing, and service
activities; 156 in research, development, and engineering; 70 in
manufacturing and quality assurance; and 111 in information
technology, finance, and administration. Of the Companys
622 employees, 213 are

9



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based outside of the United States. None of the
Companys employees are represented by a labor union and
the Company has experienced no work stoppages. The Company
believes that its employee relations are good.


Risk Factors



| |                    
| | -------------------
| | Economic Conditions

The Companys revenue is dependent upon the
capital spending trends of manufacturers in a number of
industries and regions. These spending levels are, in turn,
impacted by global economic conditions. The Companys
recent operating results have been materially adversely affected
as a result of unfavorable economic conditions and reduced
capital equipment spending, primarily in the semiconductor and
electronics industries, but also in other general manufacturing
industries. If economic conditions do not improve or if they
deteriorate further, the Companys operating results could
continue to be materially adversely affected.



| |                       
| | ----------------------
| | Industry Concentration

In 2002, approximately 44% of the Companys
revenue was derived from customers directly or indirectly
related to the semiconductor and electronics industries. This
concentration has been as high as 78% in the past five years
depending upon business trends in these industries. The
semiconductor and electronics industries are highly cyclical and
have historically experienced periodic downturns, which have
often had a severe effect on demand for production equipment
that incorporates the Companys products. For the
foreseeable future, the Companys operating results will
continue to be dependent upon the capital expenditures in these
industries, which, in turn, are largely dependent upon the
market demand for products containing integrated circuits. While
the Companys long-term strategy is designed to diversify
beyond the semiconductor and electronics industries, the
Companys operating results in the foreseeable future could
be significantly and adversely affected by a continued slowdown
in either of these industries.



| |                         
| | ------------------------
| | International Operations

In 2002, approximately 60% of the Companys
revenue was derived from customers located outside of the United
States. The Company anticipates that international sales will
continue to account for a significant portion of its revenue.
The Company intends to continue to expand its operations outside
of the United States and to enter additional international
markets, which will require significant management attention and
financial resources. The Companys operations are subject
to the risks inherent in international sales, including, but not
limited to, various regulatory requirements, transportation
delays, difficulties in staffing and managing foreign sales
operations, and potentially adverse tax consequences. In
addition, fluctuations in foreign currency exchange rates may
render the Companys products less competitive relative to
local product offerings, or could result in significant exchange
rate losses if not properly hedged. The Company is also subject
to the political risks inherent in international operations and
their impact on the global economy, including economic
disruption from acts of war or terrorism, particularly in the
aftermath of the terrorist attacks of September 11, 2001.
Any of these factors could have a material adverse effect on the
Companys operating results.



| |                                        
| | ---------------------------------------
| | Dependence Upon Principal
    Customers

In 2002, the Companys top five customers
accounted for 10% of total revenue, compared to 15% in 2001 and
29% in 2000. In recent years, the Companys expansion into
the end-user marketplace has reduced its reliance upon the
revenue from any one of its larger OEM customers. Nevertheless,
the loss of, or significant curtailment of purchases by, any one
or more of these customers could have a material adverse effect
on the Companys operating results.



| |                              
| | -----------------------------
| | Dependence Upon Key Suppliers

At present, the majority of the Companys
proprietary MVSD vision hardware is manufactured by third-party
contractors. The Companys reliance on outside contractors
involves several risks including limited control by the Company
over quality and delivery schedules. The failure by one or more
of these contract

10



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##### Table of Contents



manufacturers to deliver quality product in a
timely manner could significantly and adversely affect the
Companys operating results. In addition, a variety of
components used in the Companys products are only
available from a single source. The announcement by a
single-source supplier of a last-time component buy could result
in a significant amount of inventory purchases, that in turn,
could lead to an increased risk of inventory obsolescence. An
interruption in, termination of, or material change in the
purchase terms of any single-source components could have a
material adverse effect on the Companys operating results.




| |                
| | ---------------
| | Product Quality

If flaws in either the design or manufacture of
the Companys products were to occur, the Company could
experience a rate of failure in its products that could result
in significant delays in shipment and material repair or
replacement costs. While the Company engages in extensive
product quality programs and processes, including actively
monitoring and evaluating the quality of its component suppliers
and contract manufacturers, there can be no assurance that these
actions will be sufficient to avoid a product failure rate that
results in substantial delays in shipment, significant repair or
replacement costs, or potential damage to the Companys
reputation, any of which could have a material adverse effect on
the Companys operating results.



| |                              
| | -----------------------------
| | Dependence Upon Key Personnel

The Company is highly dependent upon the
management and leadership of Robert J. Shillman, President,
Chief Executive Officer, and Chairman of the Board of Directors
of the Company, as well as other members of the Companys
senior management team, many of whom would be difficult to
replace. Although the Company has retained other experienced and
qualified senior managers, the loss of certain key personnel
could have a material adverse effect on the Company. The
Companys continued growth and success also depends upon
its ability to attract and retain skilled employees and on the
ability of its officers and key employees to effectively manage
the growth of the Company through the implementation of
appropriate management information systems and internal controls.



| |                  
| | -----------------
| | Forecast Accuracy

In recent years, the Company has expanded its
presence in the end-user marketplace, which accounted for
approximately 67% of the Companys revenue in 2002,
compared to 56% in 2001 and 37% in 2000. The Companys
end-user business typically operates with a relatively short
backlog and production plans are based on internal forecasts of
customer demand. Due to these factors, the Company has in the
past, and may again in the future, fail to accurately forecast
demand, in terms of both volume and configuration for either our
legacy or next-generation products. This has led to, and may
again in the future lead to, an increased risk of inventory
obsolescence and resulting charges.



| |                     
| | --------------------
| | Technological Change

The market for the Companys products is
characterized by rapidly changing technology. Accordingly, the
Company believes that its future success will depend upon its
ability to develop or acquire new products with improved price/
performance and introduce them to the marketplace in a timely
manner. There can be no assurance that the Company will be able
to introduce and market new products successfully and respond
effectively to technological changes or new product
introductions by competitors. The inability to keep pace with
the rapid rate of technological change in the high-technology
marketplace could have a material adverse effect on the
Companys operating results.



| |                      
| | ---------------------
| | Intellectual Property

The Company relies heavily on its proprietary
software technology and hardware designs, as well as the
technical expertise, creativity, and knowledge of its personnel.
Although the Company uses a variety of methods to protect its
intellectual property, it relies most heavily on patent,
trademark, copyright, and trade secret protection, as well as
non-disclosure agreements with customers, suppliers, employees,
and consultants. The Company attempts to protect its
intellectual property by restricting access to its proprietary
information

11



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##### Table of Contents



by a combination of technical and internal
security measures. There can be no assurance, however, that any
of these measures will be adequate to protect the proprietary
technology of the Company, that any patents issued to the
Company will not be challenged, invalidated, or circumvented, or
that the rights granted thereunder will provide competitive
advantages to the Company. Any such adverse circumstances could
have a material effect on the Companys operating results.
Readers should refer to the section captioned Intellectual
Property, appearing in Item I of this Annual Report
on Form 10-K.




| |           
| | ----------
| | Litigation

From time to time, the Company may be subject to
various claims and lawsuits by competitors, customers, or other
parties arising in the ordinary course of business, including
lawsuits charging patent infringement. Such matters can be
time-consuming, divert managements attention and
resources, and cause the Company to incur significant expenses.
Furthermore, than can be no assurance that the results of any of
these actions will not have a material adverse effect on the
Companys operating results.



| |            
| | -----------
| | Competition

The Company competes with other vendors of
machine vision systems, the internal engineering efforts of the
Companys current or prospective customers, and the
manufacturers of image processing systems. Any of these
competitors may have greater financial and other resources than
the Company. In recent years, ease-of-use and product price have
become significant competitive factors in the end-user
marketplace. The Company competes with low-cost smart camera and
vision sensor solutions being introduced by various competitors
on the basis of superior performance and price, rather than on
price alone, through its In-Sight product line. There can be no
assurance that the Company will be able to compete successfully
in the future or that the Companys investments in research
and development, marketing, and service activities will prove
sufficient to enable the Company to maintain its competitive
advantage. In addition, competitive pressures could lead to
price erosion that could materially and adversely affect the
Companys operating results. Readers should refer to the
section captioned Competition, appearing in
Item 1 of this Annual Report on Form 10-K.



| |             
| | ------------
| | Acquisitions

The Companys business strategy includes
selective expansion into other machine vision applications
through the acquisition of businesses and technologies. Since
1995, the Company has completed seven business acquisitions. The
Company plans to continue to seek opportunities to expand its
product line, customer base, and technical talent through
acquisitions in the machine vision industry. Acquisitions
involve numerous risks, including, but not limited to, diversion
of managements attention from other operational matters,
the inability to realize expected synergies resulting from the
acquisition, failure to commercialize purchased technology, and
the impairment of acquired intangible assets resulting from
technological obsolescence or lower-than-expected cash flows
from the acquired assets. Acquisitions are inherently risky and
the inability to effectively manage these risks could have a
material adverse effect on the Companys operating results.



| |                       
| | ----------------------
| | Stock Price Volatility

The price of the Companys common stock has
historically experienced significant volatility due to
fluctuations in the Companys revenue and earnings, changes
in the markets expectations for the Companys growth,
overall equity market conditions, conditions relating to the
market for technology stocks, general economic conditions, and
other factors unrelated to the Companys operations. The
stock markets have experienced extreme price volatility in
recent years. This volatility has had a substantial effect on
the market prices of securities issued by many technology
companies, often for reasons unrelated to the operating results
of the specific company.

12



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##### Table of Contents



Available Information

The Company maintains a website on the World Wide
Web at www.cognex.com. The Company makes available, free of
charge, on its website in the section captioned
Investors  Annual Reports its Annual
Report on Form 10-K, Quarterly Reports on Form 10-Q,
Current Reports on Form 8-K, and amendments to those
reports filed or furnished pursuant to Section 13(a) or
15(d) of the Securities Exchange Act of 1934, as amended, as
soon as reasonably practicable after such reports are
electronically filed with, or furnished to, the SEC. The
Companys reports filed with, or furnished to, the SEC are
also available at the SECs website at www.sec.gov.
Information contained on the Companys website is not a
part of, or incorporated by reference into, this Annual Report
on Form 10-K.




Item
2:     Properties

In 1994, the Company purchased and renovated a
100,000 square-foot building located in Natick, Massachusetts
that serves as its corporate headquarters. In 1997, the Company
completed construction of a 50,000 square-foot addition to this
building.

In 1995, the Company purchased an 83,000
square-foot office building adjacent to its corporate
headquarters. The building is currently largely occupied with
tenants who have lease agreements that expire at various dates
through 2004, at which point the Company may take occupancy of
the building. The Company uses a portion of the space for
storage of its inventory.

In 1997, the Company purchased a three and
one-half acre parcel of land situated on Vision Drive, adjacent
to the Companys corporate headquarters. This land is being
held for future expansion.






|        |                  
|------- | -----------------
|Item 3: | Legal Proceedings

To the Companys knowledge, there are no
pending legal proceedings, other than as described in the
section captioned Intellectual Property, appearing
in Item I of this Annual Report on Form 10-K, which
are material to the Company, to which it is a party, or to which
any of its property is subject. From time to time, however, the
Company may be subject to various claims and lawsuits by
competitors, customers, or other parties arising in the ordinary
course of business, including lawsuits charging patent
infringement. There can be no assurance as to the outcome of any
of this litigation.






|        |                                                        
|------- | -------------------------------------------------------
|Item 4: | Submission of Matters to a Vote of Security
    Holders

There were no matters submitted during the fourth
quarter of the year ended December 31, 2002 to a vote of
security holders through solicitation of proxies or otherwise.






|         |                                                                                  
|-------- | ---------------------------------------------------------------------------------
|Item 4A: | Executive Officers and Other Members of the
    Management Team of the Registrant

The following table sets forth the names, ages,
and titles of the Companys executive officers at
December 31, 2002:

|                   |  |     |    |       |  |                                                                               
|------------------ |  | --- | -- | ----- |  | ------------------------------------------------------------------------------
|Name               |  | Age |    | Title
|                   |  |     |    |      
|Robert J. Shillman |  |     | 56 |       |  | President, Chief Executive Officer, and Chairman
    of the Board of Directors
|Patrick Alias      |  |     | 57 |       |  | Executive Vice President and Director                                         
|James Hoffmaster   |  |     | 51 |       |  | Chief Operating Officer and President, MVSD                                   

Messrs. Shillman and Alias have been
employed by the Company in their present or other capacities for
no less than the past five years.

Mr. Hoffmaster joined the Company in 2001.
Prior to joining the Company, Mr. Hoffmaster was the Chief
Executive Officer of Fibersense, a Massachusetts-based company
specializing in the application of fiber optic technology to
gyroscopes and other sensors. Prior to that, Mr. Hoffmaster
served as President of Fisher-

13



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Rosemount Systems, a division of Emerson
Electric. He holds a Masters of Computer and Information Science
degree and a Bachelor of Arts degree in Economics from Cleveland
State University.


Executive officers are elected annually by the
Board of Directors. There are no family relationships among the
directors and the executive officers of the Company.

Other members of the senior management team
include the following individuals:

|                    |  |     |    |       |  |                                                                                                
|------------------- |  | --- | -- | ----- |  | -----------------------------------------------------------------------------------------------
|Name                |  | Age |    | Title
|                    |  |     |    |      
|Eric Ceyrolle       |  |     | 49 |       |  | President, Cognex International                                                                
|Markku Jaaskelainen |  |     | 48 |       |  | Senior Vice President and General Manager, SISD                                                
|Marilyn Matz        |  |     | 49 |       |  | Senior Vice President of Engineering, MVSD                                                     
|E. John McGarry     |  |     | 46 |       |  | Senior Vice President and General Manager,
    Portland Operations                             
|Richard Morin       |  |     | 53 |       |  | Senior Vice President of Finance and
    Administration, Chief Financial Officer, and Treasurer
|Akira Nakamura      |  |     | 58 |       |  | President, Cognex K.K.                                                                         
|Kris Nelson         |  |     | 55 |       |  | Senior Vice President of Sales, North America                                                  
|William Silver      |  |     | 49 |       |  | Senior Vice President of R&D and Chief
    Technology Officer, MVSD                            
|Justin Testa        |  |     | 50 |       |  | Senior Vice President of Marketing, MVSD                                                       

Messrs. Ceyrolle, McGarry, Nelson, Silver,
and Testa and Ms. Matz have been employed by the Company in
their present or other capacities for no less than the past five
years.

Mr. Jaaskelainen joined the Company in 1999.
Prior to joining the Company, Mr. Jaaskelainen served as
Vice President of Systems Strategy for Honeywell-Measurex
Corporation, where he was responsible for overseeing and
coordinating all new product development. He holds a
Masters degree and Ph.D. in Physics from the University of
Jyvaskyla, Finland.

Mr. Morin joined the Company in 1999 after
ten years as Chief Financial Officer for C&K Components,
Inc., an international manufacturer of electronic components and
security systems. Mr. Morin also served as Corporate
Controller and Vice President of Finance for the Jamesbury
Corporation. He holds a Bachelor of Arts degree in Economics and
Accounting from The College of the Holy Cross and is a Certified
Public Accountant.

Mr. Nakamura joined the Company in 2000
after having served as President of Intergraph Japan, K.K., a
worldwide provider of CAD/ CAM technology. Prior to that,
Mr. Nakamura spent 20 years in sales and sales
management at senior levels for IBM Japan. Mr. Nakamura
holds a Bachelor of Science degree in Electronic Communication
from Tohoku University.




PART II






|        |                                                                          
|------- | -------------------------------------------------------------------------
|Item 5: | Market for Registrants Common Equity
    and Related Stockholder Matters

Information with respect to this item may be
found in the sections captioned Selected Quarterly
Financial Data (Unaudited) and Company
Information, appearing on pages 46 and 47 of the Annual
Report to Stockholders for the year ended December 31,
2002, which is Exhibit 13 hereto, and is incorporated
herein by reference.

The following table provides information as of
December 31, 2002 regarding shares of common stock that may
be issued under the Companys existing equity compensation
plans, including the 1998 Director Plan, the

14



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1998 Stock Incentive Plan, the 2001 General Stock
Option Plan, and the 2001 Interim General Stock Incentive Plan.


|                                                           |  |                                      |            |                           |  |                              |       |  |  |  |           | 
|---------------------------------------------------------- |  | ------------------------------------ | ---------- | ------------------------- |  | ---------------------------- | ----- |  |  |  | --------- | 
|                                                           |  |                                      |            |                          
|                                                           |  | Equity Compensation Plan Information |            | Number of Securities     
|                                                           |  |                                      |            | Remaining Available for  
|                                                           |  | Number of Securities to be           |            | Weighted-Average Exercise |  | Future Issuance under Equity
|                                                           |  | Issued Upon Exercise of              |            | Price of Outstanding      |  | Compensation Plans          
|                                                           |  | Outstanding Options,                 |            | Options, Warrants, and    |  | (Excluding Securities       
|Plan Category                                              |  | Warrants, and Rights                 |            | Rights                    |  | Reflected in Column (a))    
|                                                           |  |                                      |            |                           |  |                             
|                                                           |  | (a)                                  |            | (b)                       |  | (c)                         
|Equity compensation plans approved by shareholders         |  |                                      | 10,381,000 |                           |  | $                            | 22.40 |  |  |  | 889,699   | 
|Equity compensation plans not approved by
    shareholders |  |                                      | 0          |                           |  |                              | N/A   |  |  |  | 7,900,000 | 
|                                                           |  |                                      |            |                           |  |                              |       |  |  |  |           | 
|                                                           |  |                                      | 10,381,000 |                           |  | $                            | 22.40 |  |  |  | 8,789,699 | 
|                                                           |  |                                      |            |                           |  |                              |       |  |  |  |           | 

The 2001 General Stock Option Plan was adopted by
the Board of Directors on December 11, 2001 without
stockholder approval. This plan provides for the granting of
nonqualified stock options to any employee who is actively
employed by the Company and is not an officer or director of the
Company. The maximum number of shares of common stock available
for grant under the plan is 7,500,000 shares. All option grants
must have an exercise price per share that is no less than the
fair market value per share of the Companys common stock
on the grant date and must have a term that is no longer than
fifteen years from the grant date. No stock options have been
granted under the 2001 General Stock Option Plan.

The 2001 Interim General Stock Incentive Plan was
adopted by the Board of Directors on July 17, 2001 without
stockholder approval. This plan provides for the granting of
nonqualified stock options to any employee who is actively
employed by the Company and is not an officer or director of the
Company. The maximum number of shares of common stock available
for grant under the plan is 400,000 shares. All option grants
have an exercise price per share that is no less than the fair
market value per share of the Companys common stock on the
grant date and must have a term that is no longer than fifteen
years from the grant date. No stock options have been granted
under the 2001 Interim General Stock Incentive Plan.






|        |                        
|------- | -----------------------
|Item 6: | Selected Financial Data

Information with respect to this item may be
found in the section captioned Five-Year Summary of
Selected Financial Data, appearing on page 45 of the
Annual Report to Stockholders for the year ended
December 31, 2002, which is Exhibit 13 hereto, and is
incorporated herein by reference.






|        |                                                                                          
|------- | -----------------------------------------------------------------------------------------
|Item 7: | Managements Discussion and Analysis
    of Financial Condition and Results of Operations

Information with respect to this item may be
found in the section captioned Managements
Discussion and Analysis of Financial Condition and Results of
Operations, appearing on pages 13 through 22 of the Annual
Report to Stockholders for the year ended December 31,
2002, which is Exhibit 13 hereto, and is incorporated
herein by reference.






|         |                                                               
|-------- | --------------------------------------------------------------
|Item 7A: | Quantitative and Qualitative Disclosures
    About Market Risk

Information with respect to this item may be
found in the section captioned Quantitative and
Qualitative Disclosures About Market Risk, appearing on
pages 21 and 22 of the Annual Report to Stockholders for the
year ended December 31, 2002, which is Exhibit 13
hereto, and is incorporated herein by reference.

15



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##### Table of Contents








|        |                                                
|------- | -----------------------------------------------
|Item 8: | Financial Statements and Supplementary
    Data

Information with respect to this item, which
includes the consolidated financial statements and notes
thereto, report of independent accountants, and supplementary
data, may be found on pages 23 through 46 of the Annual Report
to Stockholders for the year ended December 31, 2002, which
is Exhibit 13 hereto, and is incorporated herein by
reference.






|        |                                                                                         
|------- | ----------------------------------------------------------------------------------------
|Item 9: | Changes in and Disagreements with
    Accountants on Accounting and Financial Disclosure

There were no changes in or disagreements with
accountants on accounting or financial disclosure during 2002 or
2001.




PART III






|         |                                                       
|-------- | ------------------------------------------------------
|Item 10: | Directors and Executive Officers of the
    Registrant

Information with respect to Directors of the
Company may be found in the section captioned Election of
Directors, appearing in the definitive Proxy Statement for
the Special Meeting in Lieu of the 2003 Annual Meeting of
Stockholders to be held on April 24, 2003. Such information
is incorporated herein by reference. Information with respect to
Executive Officers of the Company may be found in the section
captioned Executive Officers and Other Members of the
Management Team of the Registrant, appearing in Part I of
this Annual Report on Form 10-K.






|         |                       
|-------- | ----------------------
|Item 11: | Executive Compensation

Information with respect to this item may be
found in the sections captioned Board of Directors
Meetings, Compensation/ Stock Option Committee
Report on Executive Compensation, Comparison of Five
Year Cumulative Total Returns Performance Graph for Cognex
Corporation, and Executive Compensation,
appearing in the definitive Proxy Statement for the Special
Meeting in Lieu of the 2003 Annual Meeting of Stockholders to be
held on April 24, 2003. Such information is incorporated
herein by reference.






|         |                                                                    
|-------- | -------------------------------------------------------------------
|Item 12: | Security Ownership and Certain Beneficial
    Owners and Management

Information with respect to this item may be
found in the sections captioned Security Ownership of
Certain Beneficial Owners and Security Ownership of
Directors and Officers, appearing in the definitive Proxy
Statement for the Special Meeting in Lieu of the 2003 Annual
Meeting of Stockholders to be held on April 24, 2003. Such
information is incorporated herein by reference. Information
regarding equity compensation plans may be found in Part
I  Item 5 of this Annual Report on
Form 10-K.






|         |                                                   
|-------- | --------------------------------------------------
|Item 13: | Certain Relationships and Related
    Transactions

Information with respect to this item may be
found in the section captioned Certain Relationships and
Related Transactions, appearing in the definitive Proxy
Statement for the Special Meeting in Lieu of the 2003 Annual
Meeting of Stockholders to be held on April 24, 2003. Such
information is incorporated herein by reference.






|         |                        
|-------- | -----------------------
|Item 14: | Controls and Procedures

As required by Rules 13a-15 and 15d-15 of
the Securities Exchange Act of 1934, within the 90-day period
prior to the filing of this report and under the supervision and
with the participation of management, including the Chief
Executive Officer and the Chief Financial Officer, the Company
has evaluated the effectiveness of the design and operation of
its disclosure controls and procedures. Based on such
evaluation, the Chief Executive Officer and Chief Financial
Officer have concluded that such disclosure controls and
procedures are effective in ensuring that material information
relating to the Company, including its consolidated
subsidiaries, is made known to the certifying officers by others
within the Company and its consolidated subsidiaries during the
period covered by this report. There were no significant changes
in the

16



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##### Table of Contents



Companys internal controls for financial
reporting or in other factors that could significantly affect
such internal controls subsequent to the date of such
evaluation. From time to time, the Company reviews the
disclosure controls and procedures, including its internal
accounting controls, and may from time to time make changes
aimed at enhancing their effectiveness and to ensure that the
Companys systems evolve with its business.





PART IV






|         |                                                                     
|-------- | --------------------------------------------------------------------
|Item 15: | Exhibits, Financial Statement Schedules,
    and Reports on Form 8-K



|            |                     
|----------- | --------------------
|(a)     (1) | Financial Statements

The following consolidated financial statements
of Cognex Corporation and the report of independent accountants
relating thereto are included in the Companys Annual
Report to Stockholders for the year ended December 31,
2002, which is Exhibit 13 hereto, and are incorporated
herein by reference:

Consolidated
Statements of Operations for the years ended December 31,
2002, 2001, and 2000

Consolidated
Balance Sheets at December 31, 2002 and 2001

Consolidated
Statements of Cash Flows for the years ended December 31,
2002, 2001 and 2000

Consolidated
Statements of Stockholders Equity for the years ended
December 31, 2002, 2001,      and
2000

Notes to
Consolidated Financial Statements

Report of
Independent Accountants



|    |                             
|--- | ----------------------------
|(2) | Financial Statement Schedule

Included at the end of this report are the
following:

Report of Independent Accountants on
the Financial Statement Schedule

Schedule II 
Valuation and Qualifying Accounts

Other schedules are omitted because of the
absence of conditions under which they are required or because
the required information is given in the consolidated financial
statements or notes thereto.



|    |         
|--- | --------
|(3) | Exhibits

The Exhibits filed as part of this Annual Report
on Form 10-K are listed in the Exhibit Index appearing
on page 25, immediately preceding such Exhibits.



|    |                    
|--- | -------------------
|(b) | Reports on Form 8-K

There were no Reports on Form 8-K filed
during the fourth quarter of the year ended December 31,
2002.

17



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##### Table of Contents



SIGNATURES

Pursuant to the requirements of Section 13
or 15(d) of the Securities Exchange Act of 1934, the registrant
has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.



| |                                            
| | -------------------------------------------
| | COGNEX CORPORATION                         
|
| | /s/ ROBERT J. SHILLMAN                     
| |                                            
| | Robert J. Shillman                         
| | (President, Chief Executive Officer,       
| | and Chairman of the Board of
    Directors)

March 26, 2003

Pursuant to the requirements of the Securities
Exchange Act of 1934, this report has been signed below by the
following persons on behalf of the registrant and in the
capacities and on the dates indicated.

|                                         |  |                                                                                                                               |  |               
|---------------------------------------- |  | ----------------------------------------------------------------------------------------------------------------------------- |  | --------------
|Signature                                |  | Title                                                                                                                         |  | Date          
|                                         |  |                                                                                                                               |  |               
|                                        
|/s/ ROBERT J. SHILLMANRobert J. Shillman |  | President, Chief Executive Officer, and Chairman
    of the Board of Directors (principal executive officer)                  |  | March 26, 2003
|                                        
|/s/ RICHARD MORINRichard Morin           |  | Senior Vice President of Finance, Chief Financial
    Officer, and Treasurer (principal financial and accounting
    officer) |  | March 26, 2003
|                                        
|/s/ PATRICK ALIASPatrick Alias           |  | Executive Vice President and Director                                                                                         |  | March 26, 2003
|                                        
|/s/ JERALD FISHMANJerald Fishman         |  | Director                                                                                                                      |  | March 26, 2003
|                                        
|/s/ WILLIAM KRIVSKYWilliam Krivsky       |  | Director                                                                                                                      |  | March 26, 2003
|                                        
|/s/ ANTHONY SUNAnthony Sun               |  | Director                                                                                                                      |  | March 26, 2003
|                                        
|/s/ REUBEN WASSERMANReuben Wasserman     |  | Director                                                                                                                      |  | March 26, 2003

18



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##### Table of Contents



CERTIFICATION

I, Robert J. Shillman, certify that:



| |                                                                                                                                                                                                                                                                                                                                                        
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 1.     I have reviewed
    this Annual Report on Form 10-K of Cognex Corporation;                                                                                                                                                                                                                                                                      
|
| | 2.     Based on my
    knowledge, this annual report does not contain any untrue
    statement of a material fact or omit to state a material fact
    necessary to make the statements made, in light of the
    circumstances under which such statements were made, not
    misleading with respect to the period covered by this annual
    report;
|
| | 3.     Based on my
    knowledge, the financial statements, and other financial
    information included in this annual report, fairly present in
    all material respects the financial condition, results of
    operations, and cash flows of the registrant as of, and for, the
    periods presented in this annual report;                      
|
| | 4.     The
    registrants other certifying officers and I are
    responsible for establishing and maintaining disclosure controls
    and procedures (as defined in Exchange Act Rules 13a-14 and
    15d-14) for the registrant and we have:                                                                                                       



| |                                                                                                                                                                                                                                                                                                                
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | a) Designed such disclosure controls and
    procedures to ensure that material information relating to the
    registrant, including its consolidated subsidiaries, is made
    known to us by others within those entities, particularly during
    the period in which this annual report is being prepared;
|
| | b) Evaluated the effectiveness of the
    registrants disclosure controls and procedures as of a
    date within 90 days prior to the filing date of this annual
    report (the Evaluation Date); and                                                                                                      
|
| | c) Presented in this annual report our
    conclusions about the effectiveness of the disclosure controls
    and procedures based on our evaluation as of the Evaluation Date;                                                                                                                                



| |                                                                                                                                                                                                                      
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 5.     The
    registrants other certifying officers and I have
    disclosed, based on our most recent evaluation, to the
    registrants auditors and the audit committee of
    registrants board of directors:



| |                                                                                                                                                                                                                                                                                                                       
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | a) All significant deficiencies in the
    design or operation of internal controls which could adversely
    affect the registrants ability to record, process,
    summarize, and report financial data and have identified for the
    registrants auditors any material weaknesses in internal
    controls; and
|
| | b) Any fraud, whether or not material, that
    involves management or other employees who have a significant
    role in the registrants internal controls; and                                                                                                                                                     



| |                                                                                                                                                                                                                                                                                                                                                                                                                      
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 6.     The
    registrants other certifying officers and I have indicated
    in this annual report whether or not there were significant
    changes in internal controls or in other factors that could
    significantly affect internal controls subsequent to the date of
    our most recent evaluation, including any corrective actions
    with regard to significant deficiencies and material weaknesses.



| |                                                           
| | ----------------------------------------------------------
| | /s/ ROBERT J. SHILLMAN                                    
| |                                                           
| | Robert J. Shillman                                        
| | President, Chief Executive Officer,
    and               
| | Chairman of the Board of Directors                        
| | (duly authorized officer, principal executive
    officer)

Date: March 26, 2003

19



---



##### Table of Contents



CERTIFICATION

I, Richard A. Morin, certify that:



| |                                                                                                                                                                                                                                                                                                                                                        
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 1.     I have reviewed
    this Annual Report on Form 10-K of Cognex Corporation;                                                                                                                                                                                                                                                                      
|
| | 2.     Based on my
    knowledge, this annual report does not contain any untrue
    statement of a material fact or omit to state a material fact
    necessary to make the statements made, in light of the
    circumstances under which such statements were made, not
    misleading with respect to the period covered by this annual
    report;
|
| | 3.     Based on my
    knowledge, the financial statements, and other financial
    information included in this annual report, fairly present in
    all material respects the financial condition, results of
    operations, and cash flows of the registrant as of, and for, the
    periods presented in this annual report;                      
|
| | 4.     The
    registrants other certifying officers and I are
    responsible for establishing and maintaining disclosure controls
    and procedures (as defined in Exchange Act Rules 13a-14 and
    15d-14) for the registrant and we have:                                                                                                       



| |                                                                                                                                                                                                                                                                                                                
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | a) Designed such disclosure controls and
    procedures to ensure that material information relating to the
    registrant, including its consolidated subsidiaries, is made
    known to us by others within those entities, particularly during
    the period in which this annual report is being prepared;
|
| | b) Evaluated the effectiveness of the
    registrants disclosure controls and procedures as of a
    date within 90 days prior to the filing date of this annual
    report (the Evaluation Date); and                                                                                                      
|
| | c) Presented in this annual report our
    conclusions about the effectiveness of the disclosure controls
    and procedures based on our evaluation as of the Evaluation Date;                                                                                                                                



| |                                                                                                                                                                                                                      
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 5.     The
    registrants other certifying officers and I have
    disclosed, based on our most recent evaluation, to the
    registrants auditors and the audit committee of
    registrants board of directors:



| |                                                                                                                                                                                                                                                                                                                       
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | a) All significant deficiencies in the
    design or operation of internal controls which could adversely
    affect the registrants ability to record, process,
    summarize, and report financial data and have identified for the
    registrants auditors any material weaknesses in internal
    controls; and
|
| | b) Any fraud, whether or not material, that
    involves management or other employees who have a significant
    role in the registrants internal controls; and                                                                                                                                                     



| |                                                                                                                                                                                                                                                                                                                                                                                                                      
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 6.     The
    registrants other certifying officers and I have indicated
    in this annual report whether or not there were significant
    changes in internal controls or in other factors that could
    significantly affect internal controls subsequent to the date of
    our most recent evaluation, including any corrective actions
    with regard to significant deficiencies and material weaknesses.



| |                                                                          
| | -------------------------------------------------------------------------
| | /s/ RICHARD A. MORIN                                                     
| |                                                                          
| | Richard A. Morin                                                         
| | Senior Vice President of Finance,                                        
| | Chief Financial Officer, and
    Treasurer                               
| | (duly authorized officer, principal financial
    and accounting officer)

Date: March 26, 2003

20



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##### Table of Contents



CERTIFICATION

Pursuant to Section 1350 of Chapter 63
of Title 18, United States Code, the undersigned hereby
certifies that this report fully complies with the requirements
of Section 13(a) or 15(d) of the Securities Exchange Act of
1934 and that the information contained in this report fairly
presents, in all material respects, the financial condition and
results of operations of the Registrant.



| |                                                           
| | ----------------------------------------------------------
| | COGNEX CORPORATION                                        
|
| | /s/ ROBERT J. SHILLMAN                                    
| |                                                           
| | Robert J. Shillman                                        
| | (President, Chief Executive Officer,                      
| | and Chairman of the Board of
    Directors)               
| | (duly authorized officer, principal executive
    officer)

March 26, 2003

21



---



##### Table of Contents



CERTIFICATION

Pursuant to Section 1350 of Chapter 63
of Title 18, United States Code, the undersigned hereby
certifies that this report fully complies with the requirements
of Section 13(a) or 15(d) of the Securities Exchange Act of
1934 and that the information contained in this report fairly
presents, in all material respects, the financial condition and
results of operations of the Registrant.



| |                                                                          
| | -------------------------------------------------------------------------
| | COGNEX CORPORATION                                                       
|
| | /s/ RICHARD A. MORIN                                                     
| |                                                                          
| | Richard A. Morin                                                         
| | (Senior Vice President Of Finance,                                       
| | Chief Financial Officer, and
    Treasurer)                              
| | (duly authorized officer, principal financial
    and accounting officer)

March 26, 2003

22



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##### Table of Contents



COGNEX CORPORATION

REPORT OF INDEPENDENT ACCOUNTANTS ON FINANCIAL
STATEMENT SCHEDULE

To the Board of Directors and Stockholders of
Cognex Corporation:

Our audits of the consolidated financial
statements referred to in our report dated January 24, 2003
appearing in the 2002 Annual Report to Stockholders of Cognex
Corporation (which report and consolidated financial statements
are incorporated by reference in this Annual Report on
Form 10-K) also included an audit of the financial
statement schedule listed in Item 15(a)(2) of this
Form 10-K. In our opinion, this financial statement
schedule presents fairly, in all material respects, the
information set forth therein when read in conjunction with the
related consolidated financial statements.

/s/     PRICEWATERHOUSECOOPERS
LLP

Boston, Massachusetts

January 24, 2003


23



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##### Table of Contents



COGNEX CORPORATION

SCHEDULE II

VALUATION AND QUALIFYING ACCOUNTS


|                                    |      |                        |   |            |  |          |   |            |  |       |   |            |     |  |   |        |      |  |   |        |      |  |   |        | 
|----------------------------------- | ---- | ---------------------- | - | ---------- |  | -------- | - | ---------- |  | ----- | - | ---------- | --- |  | - | ------ | ---- |  | - | ------ | ---- |  | - | ------ | 
|                                    |      |                        |   |            |  |          |   |            |  |      
|                                    |      |                        |   | Additions  |  |          |   |            |  |      
|                                    |      |                        |   |            |  |          |   |            |  |      
|                                    |      | Balance at             |   | Charged to |  | Charged  |   |            |  |       |   | Balance at
|                                    |      | Beginning              |   | Costs and  |  | to Other |   |            |  |       |   | End of    
|Description                         |      | of Period              |   | Expenses   |  | Accounts |   | Deductions |  | Other |   | Period    
|                                    |      |                        |   |            |  |          |   |            |  |       |   |           
|                                    |      |                       
|                                    |      | (Dollars in thousands)
|Allowance for Doubtful Accounts:    |      |                        |   |            |  |          |   |            |  |       |   |            |     |  |   |        |      |  |   |        |      |  |   |       
|                                    | 2002 |                        | $ | 2,080      |  |          | $ | 340        |  |       |   |           |     |  | $ | (213   | )(b) |  |   |       |      |  | $ | 2,207  | 
|                                    | 2001 |                        |   | 2,150      |  |          |   | 190        |  |       |   |           |     |  |   | (260   | )(b) |  |   |       |      |  |   | 2,080  | 
|                                    | 2000 |                        |   | 2,836      |  |          |   | 275        |  |       |   |           |     |  |   | (624   | )(b) |  | $ | (337   | )(d) |  |   | 2,150  | 
|                                   
|Reserve for Inventory Obsolescence: |      |                        |   |            |  |          |   |            |  |       |   |            |     |  |   |        |      |  |   |        |      |  |   |       
|                                    | 2002 |                        | $ | 19,563     |  |          | $ | 1,695      |  |       | $ | 1,506      | (a) |  | $ | (496   | )(c) |  | $ | (1,790 | )(e) |  | $ | 20,478 | 
|                                    | 2001 |                        |   | 3,709      |  |          |   | 16,289     |  |       |   |           |     |  |   | (435   | )(c) |  |   |       |      |  |   | 19,563 | 
|                                    | 2000 |                        |   | 3,955      |  |          |   | 785        |  |       |   |           |     |  |   | (1,031 | )(c) |  |   |       |      |  |   | 3,709  | 



---



|    |                                             
|--- | --------------------------------------------
|(a) | Settlement of inventory purchase commitments
|   
|(b) | Specific write-offs                         
|   
|(c) | Specific dispositions                       
|   
|(d) | Collection of accounts previously reserved  
|   
|(e) | Sale of inventory previously reserved       

24



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##### Table of Contents



EXHIBIT INDEX

|        |     |  |  |                                                                                                                                                                                                                                               
|------- | --- |  |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit |     | 
|Number  |     | 
|        |     | 
|        | 3A  |  |  | Restated Articles of Organization of Cognex
    Corporation effective June 27, 1989, as amended
    April 30, 1991, April 21, 1992, April 25, 1995,
    April 23, 1996, and May 8, 2000 *                                                     
|       
|        | 3B  |  |  | By-laws of the Company, as amended March 16,
    1998 *                                                                                                                                                                                       
|       
|        | 4   |  |  | Specimen Certificate for Shares of Common Stock
    (incorporated by reference to Exhibit 4 to the Registration
    Statement on Form S-1 [Registration No. 33-29020])                                                                        
|       
|        | 10A |  |  | Cognex Corporation 1992 Stock Option Plan for
    Non-Employee Directors and Clerk (incorporated by reference to
    Exhibit 4A to the Registration Statement on Form S-8
    [Registration No. 33-72636])                                    
|       
|        | 10B |  |  | Cognex Corporation 1993 Stock Option Plan for
    Non-Employee Directors (incorporated by reference to
    Exhibit 4A to the Registration Statement on Form S-8
    [Registration No. 33-81150])                                              
|       
|        | 10C |  |  | Cognex Corporation 1993 Stock Option Plan, as
    amended November 14, 1995 and February 25, 1996
    (incorporated by reference to Exhibit 4A to the
    Registration Statement on Form S-8 [Registration
    No. 333-04621])                
|       
|        | 10D |  |  | 1991 Isys Controls, Inc. Long-Term Equity
    Incentive Plan (incorporated by reference to Exhibit 4A to
    the Registration Statement on Form S-8 [Registration
    No. 333-02151])                                                         
|       
|        | 10E |  |  | Amendment to the Cognex Corporation 1993 Stock
    Option Plan for Non-Employee Directors *                                                                                                                                                   
|       
|        | 10F |  |  | Amendment to the Cognex Corporation 1993 Stock
    Option Plan *                                                                                                                                                                              
|       
|        | 10G |  |  | Cognex Corporation 1998 Non-Employee Director
    Stock Option Plan (incorporated by reference to Exhibit 4.1
    to the Registration Statement on Form S-8 [Registration
    No. 333-60807])                                                 
|       
|        | 10H |  |  | Cognex Corporation 1998 Stock Incentive Plan
    (incorporated by reference to Exhibit 4.2 to the
    Registration Statement on Form S-8 [Registration
    No. 333-60807])                                                                    
|       
|        | 10I |  |  | First Amendment to the Cognex Corporation 1998
    Stock Incentive Plan (incorporated by reference to
    Exhibit 4.3 to the Registration Statement on Form S-8
    [Registration No. 333-60807])                                             
|       
|        | 10J |  |  | Cognex Corporation 2000 Employee Stock Purchase
    Plan (incorporated by reference to Exhibit 4 to the
    Registration Statement on Form S-8 [Registration
    No. 333-44824])                                                              
|       
|        | 10K |  |  | Cognex Corporation 2001 Interim General Stock
    Incentive Plan (incorporated by reference to Exhibit 4.1 to
    the Registration Statement on Form S-8 [Registration
    No. 333-68158])                                                    
|       
|        | 10L |  |  | Cognex Corporation 2001 General Stock Option Plan
    (incorporated by reference to Exhibit 4.1 to the
    Registration Statement on Form S-8 [Registration
    No. 333-100709])                                                              
|       
|        | 10M |  |  | Transition Loan Agreement between James F.
    Hoffmaster and Cognex Corporation, dated May 24, 2001 *                                                                                                                                        
|       
|        | 10N |  |  | Termination Agreement between James F. Hoffmaster
    and Cognex Corporation dated June 4, 2001 *                                                                                                                                             
|       
|        | 13  |  |  | Annual Report to Stockholders for the year ended
    December 31, 2002 (which is not deemed to be
    filed except to the extent that portions thereof are
    expressly incorporated by reference in this Annual Report on
    Form 10-K) *
|       
|        | 21  |  |  | Subsidiaries of the registrant *                                                                                                                                                                                                              
|       
|        | 23  |  |  | Consent of PricewaterhouseCoopers LLP *                                                                                                                                                                                                       



---

* Filed herewith


25