EXHIBIT 10Q
 
 
  Recitals
 1.
    
    The Company desires to afford the Optionee an opportunity to purchase
shares of its common stock ($0.002 par value) (Shares) to carry out
the purposes of the Cognex Corporation 1998 Non-Employee Director
Stock Option Plan (the Plan).2.
    
    Section 5 of the Plan provides that each option is to be evidenced by
an option agreement, setting forth the terms and conditions of the
option.
  1.
    
    Grant of Option
  2.
    
    Purchase Price
  3.
    
    Time and Manner of Exercise of Option3.1
    
    The Option shall not be exercisable prior to [Vest Date 1].
Thereafter, the Option shall only be exercisable as follows:
 SharesBecoming AvailableOn or After
    
    for Exercise[Vest Date 1]
    
    [no. shares vesting][Vest Date 2]
    
    [no. shares vesting][Vest Date 3]
    
    [no. shares vesting][Vest Date 4]
    
    [no. shares vesting]




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Notwithstanding the foregoing, the Option shall not be exercisable until     such
time that the Optionee and the Company have duly executed any of the
agreements required at the time of grant of the Option by the Company for
directors of the Company who are not employees (including, but not limited to,
the Companys Confidentiality and Non-Competition Agreement). In the event the
Company undergoes a Change of Control, all of the options shall immediately
vest and become fully exercisable.
 3.2
    
    To the extent that the right to exercise the Option has accrued and is
in effect, the Option may be exercised in full at one time or in part
from time to time, by giving written notice, signed by the person or
persons exercising the Option, to the Company, stating the number of
Shares with respect to which the Option is being exercised,
accompanied by payment in full of the Purchase Price for such Shares,
which payment may, at the Companys sole discretion, be in whole or in
part in shares of the common stock of the Company already owned by the
person or persons exercising the Option, valued at fair market value.
If such stock is then actively traded in an established
over-the-counter market, the fair market value shall be the mean
between the bid and asked prices quoted in such market at the close on
the date nearest preceding the date of exercise; and if such stock is
listed on any national exchange or traded on the NASDAQ National
Market System, the price shall be the mean between the high and low
sale prices quoted on such exchange on the date nearest preceding the
date of exercise. There shall be no such exercise at any one time as
to fewer than Two Hundred and Fifty (250) Shares or all of the
remaining Shares then purchasable by the person or persons exercising
the Option, if fewer than Two Hundred and Fifty (250) Shares. Upon
such exercise, delivery of a certificate for paid-up, non-assessable
Shares shall be made at the principal office of the Company to the
person or persons exercising the Option at such time, during ordinary
business hours, after fifteen (15) days but not more than thirty (30)
days from the date of receipt of the notice by the Company, as shall
be designated in such notice, or at such time, place and manner as may
be agreed upon by the Company and the person or persons exercising the
Option.3.3
    
    The Company shall at all times during the term of the Option reserve
and keep available such number of shares of its common stock as will
be sufficient to satisfy the requirements of the Option, shall pay all
original issue and transfer taxes with respect to the issue and
transfer of Shares pursuant hereto, and all other fees and expenses
necessarily incurred by the Company in connection therewith. The
holder of this Option shall not have any of the rights of a
stockholder of the Company in respect of the Shares until one or more
certificates for such Shares shall be delivered to him upon the due
exercise of the Option.4.
    
    Term of Option4.1
    
    The Option shall terminate on [Expiration Date], but shall be subject
to earlier termination as hereinafter provided.4.2
    
    In the event that the Optionee ceases to be affiliated with the
Company (or one of its subsidiaries) by reason of termination of his
or her directorship, the Option may be exercised, to the extent then
exercisable under Section 3.1 within seven (7) business days after
the date on which the Optionee ceased his or her such affiliation
with the Company, at which time the Option shall terminate, unless
termination (a) was by the Company for cause or was by the Optionee
in breach of a directorship contract, in either of which cases the
Option shall terminate immediately at the time the Optionee ceases
his or her such affiliation with the Company, (b) was because the
Optionee has become disabled (within the meaning of Section
105(d)(4) of the Internal Revenue Code of 1986, as amended), or (c)
was by reason of the death of the Optionee. In the case of
disability, the Option may be exercised, to the extent then
exercisable under Section 3.1, at any time within twelve (12) months
after the date of termination of his or her such affiliation with
the Company, at which time the Option shall terminate, but in any
event prior to [Expiration Date].4.3
    
    In the event of the death of the Optionee, the Option may be
exercised, to the extent the Optionee was entitled to do so on the
date of his or her death under the provisions of Section 3.1 by the
estate of the Optionee or by any person or persons who acquire the
right to exercise the Option by bequest or inheritance or otherwise
by reason of the death of the Optionee. In such circumstances, the
Option may be exercised at any time within twelve (12) months after
the date of death of the Optionee, at which time the Option shall
terminate, but in any event prior to [Expiration Date].




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5.
    
    Transferability of OptionsThe right of the Optionee to exercise the Option shall not be assignable or transferable by the
Optionee otherwise than by will or the laws of descent and distribution, and the Option may be
exercised during the lifetime of the Optionee only by him, except that the Optionee may transfer
the option to the Optionees spouse children or to a trust for the benefit of the Optionee or the
Optionees spouse or children. The Option shall be null and void and without effect upon the
bankruptcy of the Optionee or upon any attempted assignment or transfer, except as hereinabove
provided, including without limitation, any purported assignment, whether voluntary or by operation
of law, pledge, hypothecation or other disposition contrary to the provisions hereof, or levy of
execution, attachment, trustee process or similar process, whether legal or equitable, upon the
Option.6.
    
    Restrictions on Issue of Shares6.1
    
    Notwithstanding the provisions of Section 3 hereof, the Company may
delay the issuance of Shares covered by the exercise of the Option and
the delivery of a certificate for such Shares until one of the
following conditions shall be satisfied:
 6.1.1
    
    The Shares with respect to which such option has
been exercised are, at the time of the issue of
such shares, effectively registered under
applicable federal and state securities acts now
in force or hereafter amended; or6.1.2
    
    Counsel for the Company shall have given an opinion, which
opinion shall not be unreasonably conditioned or withheld, that
such Shares are exempt from registration under applicable
federal and state securities acts, as now in force or hereafter
amended.
 6.2
    
    In the event that for any reason the Shares to be issued upon
exercise of the Option shall not be effectively registered under
the Securities Act of 1933 (the 1933 Act), upon any date on
which the Option is exercised in whole or in part, the Company
shall be under no further obligation to issue Shares covered by
the Option, unless the person exercising the Option shall give a
written representation to the Company, substantially in the form
attached hereto as Exhibit 1, that such person is acquiring the
Shares issued to him pursuant to such exercise of the Option for
investment and not with a view to, or for sale in connection
with, the distribution of any such Shares, and that he will make
no transfer of the same except in compliance with the 1933 Act
and the rules and regulations promulgated thereunder and then in
force, and in such event, the Company may place an investment
legend, so called, upon any certificate for the Shares issued by
reason of such exercise.7.
    
    Adjustments Upon Changes in Capitalization; Change in Control




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8.
    
    Severability
  9.
    
    Withholding Taxes
  10.
    
    Transfer Restriction
  11.
    
    No Special Rights
   COGNEX CORPORATIONBy:PresidentOptionee[Optionee Name][SSN]




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