exv10w2






Exhibit 10.2




COGNEX CORPORATION




STOCK OPTION AGREEMENT (NON-QUALIFIED)

UNDER 2007 STOCK OPTION AND INCENTIVE PLAN



AGREEMENT
entered into as of [date],
by and between COGNEX CORPORATION, a Massachusetts
corporation (the “Company”) and the undersigned employee, director or consultant of the Company or
one of its subsidiaries (the “Optionee”).




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 2007
Stock Option and Incentive Plan (the “Plan”).
	 
	2.	 	Section 2(d) of the Plan provides that each option is to be evidenced by an option agreement,
setting forth the terms and conditions of the option.




ACCORDINGLY, in consideration of the premises and of the mutual covenants and agreements contained
herein, the Company and the Optionee hereby agree as follows:





	1.	 	Grant of Option




The Company hereby grants to the Optionee a non-qualified stock option (the “Option”) to purchase
all or any part of an aggregate of [number] Shares on the terms and conditions hereinafter set
forth, and the terms and conditions set forth in the Plan.





	2.	 	Purchase Price




The purchase price (“Purchase Price”) for the
Shares covered by the Option shall be
$[       ]





	3.	 	Time and Manner of Exercise of Option
	 
	3.1	 	The Option shall not be exercisable prior to [date]. Thereafter, the Option shall only be
exercisable, in the amounts and on or after the vesting dates as follows:





	 	 	 
	 	 	Shares
	 	 	Becoming Available
	On or After	 	for Exercise
	 
	 	 
	 
	 	 
	 
	 	 
	 
	 	 
	 
	 	 
	 
	 	 






 









 






	 	 	 
	STOCK OPTION AGREEMENT (NON-QUALIFIED)

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	 	 	Notwithstanding the foregoing, the Option shall not be exercisable until such time that the
Optionee and the Company have duly executed all of the agreements required at the time of
grant of the Option by the Company for 1) full-time employment by the Company, if the
Optionee is an employee of the Company, including, but not limited to, the Company’s
Employee, Invention, Non-Disclosure and Non-Competition Agreement, or 2) consultancy by the
Company, if the optionee is a consultant to the Company, including, but not limited to, the
Company’s Consultant Agreement, or 3) directorship of the Company, if the Optionee is a
director of the Company, including, but not limited to, the Company’s Confidentiality and
Non-Competition Agreement.
	 
	 	 	[Included for Directors/Chief Financial Officer: In the event of a corporate transaction,
including a merger or reorganization, whereby the holders of the outstanding shares of
common stock of the Corporation before the transaction fail to have a beneficial interest
of 51 percent or more of the shares of outstanding common stock of the Corporation or its
successor (or its ultimate parent) after the consummation of the transaction, all your
outstanding options to acquire shares of common stock of the Corporation shall become
vested and fully exercisable immediately prior to the consummation of the transaction.]
	 
	 	 	[Included for Other Executive Officers: In the event of a corporate transaction, including
a merger or reorganization, whereby the holders of the outstanding shares of common stock
of the Corporation before the transaction fail to have a beneficial interest of 51 percent
or more of the shares of outstanding common stock of the Corporation or its successor (or
its ultimate parent) after the consummation of the transaction, and within 12
months of the consummation of the transaction, your employment is involuntarily terminated,
all your outstanding options to acquire shares of common stock of the Corporation shall
become immediately vested and fully exercisable. For purposes hereof, your employment is
considered to be involuntarily terminated if the Corporation or its successor terminates
your employment without Cause or you resign your employment for Good Reason. The term
“Cause” shall mean (i) your willful and continued failure to perform substantially your
duties with the Corporation (other than any failure resulting from incapacity due to
physical or mental illness), after a written demand of performance is delivered to you by
the Board or the Chief Executive Officer of the Corporation which identifies the manner in
which the Board or Chief Executive Officer believes that you have not substantially
performed your duties; or (ii) your willful engagement in illegal conduct or gross
misconduct which is materially injurious to the Corporation. The term “Good Reason”’ shall
mean (i) a material diminution in your duties or responsibilities, excluding for this
purpose any diminution related solely to the Corporation ceasing to be a reporting company
for purposes of the Securities Exchange Act of 1934, or (ii) the Corporation’s requiring
you to be based at any office or location that is more than fifty (50) miles from your
current office.]
	 
	3.2	 	To the extent that the right to exercise the Option has accrued and is in effect, the Option
may be exercised in full at one time or in part from time to time, by giving written notice,
signed by the person or persons exercising the Option, to the Company, stating the number of
Shares with respect to which the Option is being exercised, accompanied by payment in full of
the Purchase Price for such Shares, which payment may, at the Optionee’s request and in the
Company’s sole discretion, be in whole or in part in shares of the common stock of the Company
already owned by the person or persons exercising the Option, valued at fair market value. If
such stock is traded on the NASDAQ Global Select Market System, the price shall be the last
reported sale price of the stock reported by NASDAQ on such date or if no stock is traded on
such date the next preceding date on which stock was traded. The Option may also be exercised
by means of a broker-assisted cashless exercise method contemplated by Section 5(e)(iii) of
the Plan.
	 
	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.
	 
	3.4	 	Optionee agrees that he/she will not claim, now or at any time in the future, whether
during Optionee’s affiliation with the Company (i.e. during Optionee’s employment if an
employee, or during Optionee’s consultancy engagement if a consultant, or during Optionee’s
tenure as a director if a director of Company) or after such affiliation has terminated
(either voluntarily or involuntarily and whether with or without cause), that Optionee should
be entitled to exercise any of the then remaining unvested shares prior to the vesting dates
for any reason, including, but not limited to, any claim for services, contributions or
efforts made by Optionee on behalf of Cognex during his/her affiliation with Cognex.
	 
	4.	 	Term of Option
	 
	4.1	 	The Option shall terminate on [date], but shall be subject to earlier termination as
hereinafter provided.
	 
	4.2	 	In the event that the Optionee ceases to be affiliated with the Company (or one of its
subsidiaries) by reason of termination of his or her employment (whether voluntary or
involuntary and whether with or without cause), consultancy or directorship, the Option may be
exercised, only to the extent then exercisable under Section 3.1 within seven (7) business
days after the date on which the Optionee ceased his or her such affiliation with the Company
unless termination (a) was by the Company for




 









 











	 	 	 
	STOCK OPTION AGREEMENT (NON-QUALIFIED)

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	 	 	cause or was by the Optionee in breach of an employment, consulting or directorship
contract, in any of which cases the Option shall terminate immediately at the time the
Optionee ceases his or her such affiliation with the Company and shall not be exercisable,
(b) was because the Optionee has become disabled (within the meaning of Section 105(d)(4)
of the Internal Revenue Code of 1986, as amended), or (c) was by reason of the death of the
Optionee. In the case of disability, the Option may be exercised, to the extent then
exercisable under Section 3.1, at any time within twelve (12) months after the date of
termination of his or her such affiliation with the Company, but in any event prior to the
expiration of ten (10) years from the date hereof.
	 
	4.3	 	In the event of the death of the Optionee, the Option may be exercised, to the extent the
Optionee was entitled to do so on the date of his or her death under the provisions of 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, but in any event prior to the expiration of
ten (10) years from the date hereof.
	 
	5.	 	Transferability of Options




The 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 (i) the Optionee may
transfer the Option to the Optionee’s spouse or children or to a trust for the benefit of the
Optionee or the Optionee’s spouse or children and (ii) the Optionee may transfer the Option
pursuant to a divorce decree or other domestic relations order as defined in the Code or Title I of
the Employee Retirement Income Security Act of 1974, as amended (or the rules thereunder). The
Option shall be null and void and without effect 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 other disposition, attachment, trustee process or similar process, whether legal or
equitable, upon the Option.





	6.	 	Severability




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 or any obligation or grant, or rights by
the undersigned hereunder is found invalid or unenforceable pursuant to judicial decree or
decision, any such provision, obligation, or grant of right 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.





	7.	 	Withholding Taxes




Whenever Shares are to be issued upon exercise of this Option, the Company shall have the right to
require the Optionee to remit to the Company an amount sufficient to satisfy all Federal, state and
local withholding tax requirements prior to the delivery of any certificate or certificates for
such Shares.




 









 








	 	 	 
	STOCK OPTION AGREEMENT (NON-QUALIFIED)

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	8.	 	No Special Rights




Nothing contained in the Plan or in this Agreement shall be construed or deemed by any person under
any circumstances to bind the Company to continue the affiliation of the Optionee, as either
employee or consultant or director, with the Company for the period within which this Option may
be exercised. If Optionee is an employee of the Company, he/she acknowledges the he/she is an
employee “at will” and that Company provides no guarantee or assurance of Optionee’s employment
with Company prior to or after the vesting dates contained in Section 3 above.





	9.	 	Non-Competition




The Optionee reaffirms his/her promise to be bound by the non-competition provision as stated in
the Employee Invention, Non-Disclosure and Non-Competition Agreement entered into between the
Optionee and the Company, (the “Employment Agreement”). The Optionee agrees that any pre-tax gains
realized by the Optionee pursuant to the exercise of this Option (along with other good and
valuable consideration including, but not limited to employment by the Company, salary and other
Company-provided benefits) are additional and sufficient consideration for the Optionee’s
performance of his/her non-competition obligations as stated in the Optionee’s Employment
Agreement. Optionee agrees that if he or she breaches the non-competition obligations of
Optionee’s Employment Agreement then he or she 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 Optionee
as a result of the exercise of any portion of the Option and (b) the total of all pre-tax gains
realized by Optionee as a result of the sale of any shares acquired by him/her through the exercise
of any portion of the Option.



IN WITNESS WHEREOF, the Company has caused this Agreement to be executed and its corporate seal to
be hereto affixed by Robert J. Shillman, its CEO, and President thereunto duly authorized, and the
Optionee has hereunto set his hand and seal, all as of the day and year first above written.




	 	 	 	 	 
	 	COGNEX CORPORATION

 	 
	 	By:  	 	 
	 	 	CEO, President 	 
	 	 	 	 
	 
	 	 	Optionee