cgnx-20211231xexhibit10l






Exhibit 10L    1    PERFORMANCE RESTRICTED STOCK UNIT AWARD AGREEMENT      Pursuant to the Cognex Corporation 2007 Stock Option and Incentive Plan as amended through  the date hereof (the “Plan”) and this Performance Restricted Stock Unit Award Agreement (the  “Agreement”), Cognex Corporation (the “Company”) hereby grants an award of the target number  of Restricted Stock Units listed below assuming target performance (“Award”) to the individual  named below (“Grantee”), and Grantee hereby accepts such Award subject to all of the terms and  conditions herein.      Each Restricted Stock Unit shall relate to one share of Common Stock, par value $0.002 per share  (the “Stock”) of the Company.    Name of Grantee:    Grant Date:    Target Number of Restricted Stock Units:   (“Target Award”)    Performance Measurement Period:  to               1. Restrictions on Transfer of Award and on Transfer of Stock/Vesting.  The Restricted Stock Units  granted pursuant to this Award may not be sold, transferred, pledged, assigned or otherwise  encumbered or disposed of by the Grantee, and any shares of Stock issuable with respect to the  Award may not be sold, transferred, pledged, assigned or otherwise encumbered or disposed of  until all of the following conditions have been met:     1.1 The Restricted Stock Units shall have been earned and vested as provided and determined  in accordance with Exhibit A.  1.2 The Grantee has been a full-time employee of the Company or a subsidiary of the Company  each day of the Performance Measurement Period through the Vesting Date. Or, Grantee  has been a consultant to the company during each day of the Performance Measurement  Period through the Vesting Date.  Or, the Grantee has been a director of the Company during  each day of the Performance Measurement Period through the Vesting Date.    1.3 The Grantee and the Company have duly executed all of the agreements required at the time  of the granting of the Award by the Company, 1) including, but not limited to, the Company's  Employee, Invention, Non-Disclosure and Non-Competition Agreement, if Grantee is an  employee of the Company, or 2) including, but not limited to, the Company's Consultant  Agreement, if Grantee is a consultant to the Company, or 3) including, but not limited to, the  Company's Confidentiality and Non-Competition Agreement, if the Grantee is a director of the  Company.    1.4 Shares of Stock have been issued to the Grantee in accordance with the terms of the Plan  and this Agreement.    2. Termination of Employment, Consultancy or Directorship.  If the Grantee’s employment,  consultancy or directorship with the Company or its Subsidiaries terminates for any reason  (including death or disability) prior to the Vesting Date, any Restricted Stock Units that have not  





 






  2    vested as of such date shall automatically and without notice terminate and be forfeited, and  neither the Grantee nor any of his or her successors, heirs, assigns, or personal representatives  will thereafter have any further rights or interests in such unvested Restricted Stock Units.  3. Issuance of Shares of Stock.  As soon as practicable following the Vesting Date (but in no event  later than two and one-half months after the end of the year in which the Vesting Date occurs),  the Company shall issue to the Grantee the number of shares of Stock equal to the aggregate  number of Restricted Stock Units that have been earned and vested in accordance with Exhibit A  (subject to Paragraph 2) of this Agreement on such date and the Grantee shall thereafter have all  the rights of a stockholder of the Company with respect to such shares.   4. Incorporation of Plan.  Notwithstanding anything to the contrary herein, this Agreement shall be  subject to and governed by all the terms and conditions of the Plan, including the powers of the  Administrator set forth in Section 2(b) of the Plan.  Capitalized terms in this Agreement shall have  the meaning specified in the Plan, unless a different meaning is specified herein.   5. Tax Withholding.   The Grantee shall, not later than the date as of which the receipt of this Award  or the vesting of any portion of this Award becomes a taxable event for Federal income tax  purposes, pay to the Company or make arrangements satisfactory to the Administrator for  payment of any Federal, state, and local taxes required by law to be withheld on account of such  taxable event.  Such withholding shall be satisfied by the Company withholding from shares of  Stock to be issued to the Grantee a number of shares with an aggregate Fair Market Value that  would satisfy the withholding amount due.  Alternatively, or in addition, the Company may decide  in its sole and absolute discretion to satisfy Grantee’s obligation for tax-related items by one or a  combination of the following: (i) withholding from proceeds of the sale of shares of Stock acquired  upon vesting/settlement of the Restricted Stock Units either through a voluntary sale or through a  mandatory sale arranged by the Company (on Grantee’s behalf pursuant to this authorization); or  (ii) in any other manner permitted by the Plan.  6. Section 409A of the Code.  This Agreement shall be interpreted in such a manner that all  provisions relating to the settlement of the Award are exempt from the requirements of Section  409A of the Code as “short-term deferrals” as described in Section 409A of the Code.   7. No Obligation to Continue Employment, Consultancy or Directorship.  Neither the Company nor  any subsidiary of the Company is obligated by or as a result of the Plan or this Agreement to  continue the employment, consultancy or directorship of the Grantee, and neither the Plan nor  this Agreement shall interfere in any way with the right of the Company or any subsidiary of the  Company to terminate the employment, consultancy or directorship of the Grantee at any time.  8. Integration/Severability.  This Agreement constitutes the entire agreement between the parties  with respect to this Award and supersedes all prior agreements and discussions between the  parties concerning such subject matter.  Each provision of this Agreement shall be treated as a  separate and independent clause, and the unenforceability of any one clause shall in no way  impair the enforceability of any of the other clauses herein. In the event that any provision hereof  is found invalid or unenforceable, the provision shall be deemed and construed to extend only to  the maximum permitted by law, and the remainder of this Agreement shall remain valid and  enforceable according to its terms.  9. Data Privacy Consent.  In order to administer the Plan and this Agreement and to implement or  structure future equity grants, the Company, its subsidiaries and affiliates and certain agents  thereof (together, the “Relevant Companies”) may process any and all personal or professional  data, including but not limited to Social Security or other identification number, home address and  telephone number, date of birth and other information that is necessary or desirable for the  administration of the Plan and/or this Agreement (the “Relevant Information”).  By entering into  this Agreement, the Grantee (i) authorizes the Company to collect, process, register and transfer  





 






  3    to the Relevant Companies all Relevant Information; (ii) waives any privacy rights the Grantee  may have with respect to the Relevant Information; (iii) authorizes the Relevant Companies to  store and transmit such information in electronic form; and (iv) authorizes the transfer of the  Relevant Information to any jurisdiction in which the Relevant Companies consider appropriate.   The Grantee shall have access to, and the right to change, the Relevant Information.  Relevant  Information will only be used in accordance with applicable law.  10. Notices.  Notices hereunder shall be mailed or delivered to the Company at its principal place of  business and shall be mailed or delivered to the Grantee at the address on file with the Company  or, in either case, at such other address as one party may subsequently furnish to the other party  in writing.  11. Restrictive Covenants.  The Grantee reaffirms his/her promise to be bound by the restrictive  covenants set forth in the Employee Invention, Non-Disclosure and Non-Competition Agreement,  if Grantee is an employee of the company, or in the Consultant Agreement, if Grantee is a  consultant to the Company, or in the Confidentiality and Non-Competition Agreement, if the  Grantee is a director of the Company, entered into between the Grantee and the Company.  The  Grantee agrees that any pre-tax gains realized by the Grantee pursuant to the vesting of this  Award (along with other good and valuable consideration including, but not limited to employment  by the Company, salary and other Company-provided benefits, if Grantee is an employee of the  Company, or consulting fees or director’s fees if Grantee is a consultant or director of the  Company) are additional and sufficient consideration for the Grantee’s performance of Grantee’s   obligations as stated in the applicable agreement(s) executed between Grantee and the  Company. To the extent permitted by applicable law, Grantee agrees that if Grantee breaches  any such agreement then Grantee shall pay damages to the Company, including, but not limited  to an amount equal to the sum of: (a) the total of all pre-tax gains realized by Grantee as a result  of vesting of any portion of this Award, and (b) the total of all pre-tax gains realized by Grantee as  a result of the sale of any shares acquired by Grantee through the vesting of any portion of this  Award.  The determination of the existence of breach of any such applicable agreement shall be  made by the Company in good faith, which determination shall be conclusive for purposes of this  Agreement.  





 






  4        COGNEX CORPORATION      By:     Title:        I, the Grantee, have carefully read, and I understand all of the terms and conditions of this Agreement,  and I hereby agree to abide by them.      Electronic acceptance of this Agreement pursuant to the Company’s instructions to the Grantee (including  through an online acceptance process) is acceptable.      Dated:      Grantee’s Signature    Grantee’s name and address:                 





 






  5    EXHIBIT A      [Performance Criteria and Vesting]