Exhibit 10.2
  
  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.
  1.
    
    Grant of Option
  2.
    
    Purchase Price
 
 3.
    
    Time and Manner of Exercise of Option3.1
    
    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:
 SharesBecoming AvailableOn or After
    
    for Exercise




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STOCK OPTION AGREEMENT (NON-QUALIFIED)
    
    PAGE 2
 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 Option4.1
    
    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




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STOCK OPTION AGREEMENT (NON-QUALIFIED)
    
    PAGE 3
 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
  6.
    
    Severability
  7.
    
    Withholding Taxes




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STOCK OPTION AGREEMENT (NON-QUALIFIED)
    
    PAGE 4
 8.
    
    No Special Rights
  9.
    
    Non-Competition
   COGNEX CORPORATIONBy:CEO, PresidentOptionee