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                                                                     Exhibit 10N


                              TERMINATION AGREEMENT



This Termination Agreement ("Agreement" or "Termination Agreement") is entered
into this 4th day of June, 2001 between James F. Hoffmaster ("Hoffmaster" or
"Employee") and Cognex Corporation, a company which on 5/17/01 was a
Massachusetts corporation with a principal place of business at One Vision
Drive, Natick, Massachusetts 01760-2059 and any of its affiliates, subsidiaries,
successors and assigns as presently constituted and as may be established in the
future ("Cognex"), regarding the termination of Hoffmaster's employment with
Cognex.

In consideration of and in exchange for the consideration fully set forth
herein, and for other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereto agree as
follows:


1.0   DEFINITIONS
      When used in this Agreement, the terms listed in this Section 1.0 shall
      have the meaning as set forth below.

      CAUSE:
      Any one or more of the following acts which leads to the involuntary
      termination of the Employee by Cognex ("Termination for Cause"):

        1)  The commission by the Employee of any act of fraud or embezzlement
            or other deliberate and premeditated act of dishonesty, or the
            conviction or guilty plea by the Employee to a felony, or the
            pleading by Hoffmaster of nolo contendre (or any legal equivalent)
            to a felony

        2)  Any intentional misconduct on the part of the Employee which
            adversely affects the business or the business reputation of Cognex
            in a material manner

        3)  The Employees breach of any agreement signed by the Employee with
            Cognex

        4)  The neglect by the Employee of the duties and responsibilities
            assigned to the employee

        5)  The failure by the Employee to comply with Cognex policies
            establishing standards of conduct applicable to all employees

        6)  Any intentional act of insubordination on the part of the Employee

        7)  Excessive absenteeism or tardiness on the part of the Employee

      Notwithstanding the foregoing, items 4, 5, 6 and 7 above shall constitute
      Cause only in the event that Cognex has provided to the Employee written
      notice with respect to such act or acts and Employee has not cured such
      act(s) within 30 days from receipt of notice. After curing such act(s),
      any repeated violation of such act shall constitute Cause and shall not
      require that additional written notice be given.

      EMPLOYEE AGREEMENT:
      The Employee Invention, Non-Disclosure and Non-Competition Agreement
      together with any written modifications thereto entered into between the
      Employee and Cognex.

      TERMINATION DATE:
      The last day of the Employee's employment at Cognex or at the Surviving
      Entity.

      SURVIVING ENTITY:
      The entity that exists following either the acquisition of Cognex or the
      merger of an entity with Cognex, either of which results in the
      dissolution of Cognex's Board of Directors.


2.0   EMPLOYMENT STATUS AND CONDITIONS OF EMPLOYMENT
      During the entire term of his employment at Cognex, the Employee shall be
      an "employee at will." The Employee shall be free to terminate his
      employment at Cognex at any time without any continuing obligation to
      Cognex, other than as stated herein, and Cognex shall be free to terminate
      Employee's employment at any time, with or without Cause, without any
      continuing obligation to the Employee, other than as stated herein.


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3.0   NORMAL SEVERANCE PAYMENT AND BENEFITS

      1. Upon termination, Employee will be paid all salary due to him through
         his Termination Date and for all accrued, but unused, PTO days (paid
         time-off days) up to the maximum number of days as defined by Cognex's
         PTO Policy. Notwithstanding the foregoing, Cognex shall have the right
         to deduct from any such amounts which may be due Hoffmaster, any
         amounts owed to Cognex by Hoffmaster as described in the Transition
         Loan Agreement and in the Relocation Assistance Agreement entered into
         between Hoffmaster and Cognex.

      2. Hoffmaster shall have the right to exercise all his vested and
         unexercised stock options to the extent allowed under the terms of his
         Stock Option Agreement(s).

      3. If Hoffmaster so elects, Cognex shall provide Hoffmaster a continuation
         of his existing medical and dental insurance pursuant to Cobra
         requirements under the condition that Hoffmaster pays to Cognex, by the
         first day of each month, the total cost of premiums for any medical and
         dental insurance which he elects to receive for that month. Failure to
         pay Cognex as specified will result in the immediate termination of
         Hoffmaster's insurance coverage.

      4. Hoffmaster understands and agrees that his employment at Cognex was "at
         will", and that Cognex has no legal obligation to provide any severance
         payments or benefits of any kind to Hoffmaster other than those
         described in this Section 3.0.


4.0   ADDITIONAL CONSIDERATION

      In further consideration for Hoffmaster entering into this Agreement and
      for the promises and general release of claims contained herein, and for
      Hoffmaster's compliance with the terms of Section 4.0 of the Employee
      Agreement after the Termination Date, Cognex will pay to Hoffmaster
      post-termination severance and provide to him other benefits as described
      in this Section 4 ("Additional Consideration"). Notwithstanding anything
      to the contrary in this Agreement, in the event that either a) Hoffmaster
      voluntarily terminates his employment with Cognex at any time, or b)
      Cognex terminates his employment with Cognex for Cause, then Cognex shall
      not owe, and shall not be required to pay, to Hoffmaster any Additional
      Consideration for (a) his entering into this Agreement, or for (b) the
      promises and general release of claims contained herein, or for (c)
      Hoffmaster's continued compliance with the terms of Section 4.0 of the
      Employee Agreement.


            Additional Definitions

            Last Day = The last date on which anyone of Hoffmaster's stock
            options can be exercised as described in Section 4 of Hoffmaster's
            Stock Option Agreement(s).

            $G = the pre-tax gain, in dollars, realized or realizable by
            Hoffmaster at any time following the first date of his employment at
            Cognex as a result of a) the exercise by him during the terms of his
            stock option agreements of any portion of his Cognex stock options
            plus b) all gains realized by him during the terms of his stock
            option agreements which resulted from the sale of any shares
            acquired by him through the exercise of any portion of such options,
            plus c) all gains that could have been realized by him if he had
            sold on the Last Day all of the Cognex shares that he obtained
            through the exercise of any portion of such options but which shares
            he continued to hold as of the Last Day.

            P = the number of months (rounded up to the next whole month) that
            remain in Hoffmaster's Non-Compete Period (as defined in Section 4
            of the Employee Agreement) following the Termination Date.



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      1. This Section 4. shall apply only in the event that during the term of
         Hoffmaster employment at Cognex none of the following events occur: a)
         Cognex is acquired, and Cognex is not the Surviving Entity, or b)
         Cognex is merged with another entity, and Cognex is not the Surviving
         Entity.

            In the event that Hoffmaster employment at Cognex is terminated by
            Cognex for any reason other than Cause, and in the event that $G is
            less than $240,000, then Cognex shall pay to Hoffmaster an amount up
            to a maximum of $240,000 by making P monthly payments, each of
            amount $B, where the value of $B is given by the formula:

                            $B = ($10,000 x P)-$G]/P.

            If, however, $G is greater than or equal to $240,000, then $B =
            $0.00, and Hoffmaster agrees that he has been sufficiently
            compensated for his entering into this Agreement and for the
            promises and general release of claims contained herein, and for his
            continued compliance with the terms of Section 4 of the Employee
            Agreement, and that Cognex shall not owe, and shall not be required
            to pay, to Hoffmaster any Additional Consideration.

            Any payments to be made to Hoffmaster per this Section 4. 1 shall
            immediately cease upon any breach by him of Section 4 of the
            Employee Agreement.

      2. This Section 4.2 shall apply only in the event that one or more of the
         following events occurs: a) Cognex is acquired and is not the Surviving
         Entity, or b) Cognex is merged with another entity and Cognex is not
         the Surviving Entity.

            In the event that either 1) Hoffmaster's employment with Cognex is
            terminated by the Surviving Entity for any reason other than "Cause"
            in the 12 month period following said acquisition or merger, or 2)
            Hoffmaster's base salary and/or bonus target are revised downward at
            any time after the acquisition or merger and Hoffmaster voluntarily
            terminates as a result thereof, or 3) Hoffmaster is assigned to a
            business location that is more than fifty (50) miles from Natick, or
            4) Hoffmaster's scope of responsibility or reporting relationship is
            materially changed at any time after the acquisition or merger and
            Hoffmaster voluntarily terminates as a result thereof, then the
            surviving entity shall provide the following additional
            consideration to Hoffmaster:

            1. The cumulative number of option shares available to Hoffmaster
               for exercise on the Termination Date shall be increased from the
               amount(s) indicated in Hoffmaster stock Option Agreement(s) by an
               amount equal to the number of additional shares that would have
               become available to Hoffmaster per his Stock Option Agreement(s)
               if the termination of his employment occurred (12 + N) months
               after the Termination Date, where N is equal to the total number
               of full calendar months that Hoffmaster was an employee of Cognex
               plus the number of full calendar months that Hoffmaster was an
               employee of the Surviving Entity, and

            2. The Surviving Entity shall pay to Hoffmaster a cash amount, CP
               Cash Parachute as shown in the formula below, up to a maximum of
               $240,000:

                  CP = $120,000 + (N x $10,000), and where N is defined in
                       subsection 4. above, up to a maximum of 12.

               The Cash Parachute shall be payable in 24 equal monthly
               installments at the end of each month of the 24 month period
               commencing on the Termination Date, and shall be conditional only
               on Hoffmaster's continued compliance with Section 4 of the
               Employee Agreement.


      3. Cognex hereby waives the six-month holding period, which is stated in
         Hoffmaster's stock option agreement(s).

      4. Cognex agrees to provide administrative assistance to Hoffmaster in
         performing a cashless exercise of his stock options.



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5.0   RELEASE OF CLAIMS

      Other than as specifically described in Sections 3.0 and 4.0 above,
      Hoffmaster hereby waives, releases and discharges Cognex its officers,
      directors, shareholders, agents, employees, administrators
      representatives, successors, assigns and attorneys, from any and all
      rights and claims arising out of his employment with Cognex and the
      termination of that employment, including, but not limited to, claims for
      salary, commissions, bonuses, profit sharing, stock, or stock options.
      Such releases and discharges further include without limitation, any
      claims, liens, demands, or liabilities in connection with Hoffmaster
      employment with Cognex and the termination of that employment, pursuant to
      any federal, state, or local employment laws, and regulations including
      but not limited to: the Massachusetts Fair Employment Practices Act (which
      includes claims for age and sex discrimination); the Federal Civil Rights
      Act of 1964 as amended; the Age Discrimination in Employment Act; and the
      Massachusetts wrongful discharge law. Hoffmaster acknowledges that Cognex
      has advised him to consult an attorney prior to entering into this
      Agreement.


6.0   MISCELLANEOUS

      1. Hoffmaster agrees to abide by all the terms of the Employee Agreement.

      2. This Agreement supersedes all prior agreements, either written or
         verbal, between the parties with respect to the subject matter herein,
         and no modification of this Agreement, either verbal or written, shall
         be valid unless signed in writing by both parties. The parties further
         agree that there is no other agreement or understanding between
         Hoffmaster and Cognex pertaining to the termination of Hoffmaster's
         employment with Cognex, except what is set forth in this Agreement and
         in the Employee Agreement and in the Stock Option Agreement(s) and in
         the Transition Loan Agreement and in the Relocation Assistance
         Agreement and in the Arbitration Agreement. In the event of any
         conflicting terms in said agreements, the wording in this Termination
         Agreement shall prevail.

      3. Hoffmaster hereby agrees that he will keep the terms of this Agreement
         confidential and that he will not make any public statement concerning
         the termination of his employment at Cognex. Cognex hereby agrees that
         all its officers, employees, directors, agents, administrators or
         representatives will, unless required by law. keep the terms of this
         Agreement confidential.

      4. Hoffmaster hereby states that he has had sufficient time to carefully
         read this Agreement and that he enters into this Agreement freely and
         voluntarily and without coercion or duress of any kind.

      5. The validity, interpretation and performance of this Agreement shall be
         governed by and construed in accordance with the laws of the
         Commonwealth of Massachusetts excluding said state's choice of law
         rules. The parties hereto voluntarily submit themselves to the
         jurisdiction of the Courts of the Commonwealth of Massachusetts with
         respect to any action to remedy any breach or to otherwise enforce the
         terms and conditions of this Agreement.

      6. Effective date: This Agreement shall become effective upon the
         Termination Date.





    /s/ James F. Hoffmaster         Date of execution of Agreement: June 4, 2001
   ------------------------------                                  -------------
   James F. Hoffmaster



    /s/ Robert J. Shillman          Date of execution of Agreement: June 4, 2001
   ------------------------------                                  -------------
   Robert J. Shillman, President
   Cognex Corporation





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               ACKNOWLEDGMENT OF RECEIPT OF TERMINATION AGREEMENT




Hoffmaster acknowledges receipt of this Agreement on the date shown below.

Hoffmaster has twenty-one (21) days to consider this Termination Agreement,
though he may sign and return this Agreement prior to the expiration of the
twenty-one (21) day period if he voluntarily desires to do so. In addition,
Hoffmaster may revoke this Termination Agreement within seven (7) days following
his signing of this Agreement by providing written notice to Cognex prior to the
expiration of the seven-day period.





Date of Receipt of Agreement:
                             ----------    -------------------------------------
                                           James F. Hoffmaster


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