Exhibit 10.1


 


As adopted
May 18, 1998,

and amended May 19, 2000, May 17, 2002,

May 21, 2007, May 21, 2012 and May 20, 2016


 


CYBEROPTICS
CORPORATION 

1998 STOCK INCENTIVE PLAN


 


Section 1. Purpose.


 


The purpose
of the Plan is to aid in attracting and retaining management personnel and other persons providing valuable services to the CyberOptics
Corporation (the “Company”) capable of assuring the future success of the Company, to offer such personnel incentives
to put forth maximum efforts for the success of the Company’s business and to afford such personnel an opportunity to acquire
a proprietary interest in the Company.


 


Section 2. Definitions.


 


As used in
the Plan, the following terms shall have the meanings set forth below:


 


(a).          “Affiliate”
shall mean (i) any entity that, directly or indirectly through one or more intermediaries, is controlled by the Company and (ii)
any entity in which the Company has a significant equity interest, in each case as determined by the Committee.


 


(b).          “Award”
shall mean any Option, Stock Appreciation Right, Restricted Stock, Restricted Stock Unit, Performance Award, Dividend Equivalent
or Other Stock-Based Award granted under the Plan.


 


(c).          “Award
Agreement” shall mean any written agreement, contract or other instrument or document evidencing any Award granted under
the Plan.


 


(d).          “Code”
shall mean the Internal Revenue Code of 1986, as amended from time to time, and any regulations promulgated thereunder.


 


(e).          “Committee”
shall mean a committee of the Board of Directors of the Company designated by such Board to administer the Plan, which shall consist
of members appointed from time to time by the Board of Directors. Each member of the Committee shall be an “outside director”
as defined in Section 162(m) of the Code.


 


(f).          “Company”
shall mean CyberOptics Corporation, a Minnesota corporation, and any successor corporation.


 


(g).          “Dividend
Equivalent” shall mean any right granted under Section 6(e) of the Plan.


 


(h).          “Eligible
Person” shall mean any employee, officer, consultant or independent contractor providing services to the Company or any
Affiliate who the Committee determines to be an Eligible Person.


 






    	 	 	 



    	 



    

 


(i).           “Fair
Market Value” shall mean, with respect to any property (including, without limitation, any Shares or other securities),
the fair market value of such property determined by such methods or procedures as shall be established from time to time by the
Committee.


 


(j).           “Incentive
Stock Option” shall mean an option granted under Section 6(a) of the Plan that is intended to meet the requirements of Section
422 of the Code or any successor provision.


 


(k).          “Non-Qualified
Stock Option” shall mean an option granted under Section 6(a) of the Plan that is not intended to be an Incentive Stock
Option.


 


(l).           “Option”
shall mean an Incentive Stock Option or a Non-Qualified Stock Option.


 


(m).          “Other
Stock-Based Award” shall mean any right granted under Section 6(f) of the Plan.


 


(n).          “Participant”
shall mean an Eligible Person designated to be granted an Award under the Plan.


 


(o).          “Performance
Award” shall mean any right granted under Section 6(d) of the Plan.


 


(p).          “Person”
shall mean any individual, corporation, partnership, association or trust.


 


(q).          “Plan”
shall mean this 1998 Stock Incentive Plan, as amended from time to time.


 


(r).           “Restricted
Stock” shall mean any Share granted under Section 6(c) of the Plan.


 


(s).          “Restricted
Stock Unit” shall mean any unit granted under Section 6(c) of the Plan evidencing the right to receive a Share (or a cash
payment equal to the Fair Market Value of a Share) at some future date.


 


(t).           “Rule
16b-3” shall mean Rule 16b-3 promulgated by the Securities and Exchange Commission under the Securities Exchange Act of
1934, as amended, or any successor rule or regulation.


 


(u).          “Shares”
shall mean shares of Common Stock, no par value, of the Company or such other securities or property as may become subject to
Awards pursuant to an adjustment made under Section 4(c) of the Plan.


 


(v).          “Stock
Appreciation Right” shall mean any right granted under Section 6(b) of the Plan.


 


Section 3. Administration.


 


(a).          Power
and Authority of the Committee. The Plan shall be administered by the Committee. Subject to the express provisions of the
Plan and to applicable law, the Committee shall have full power and authority to: (i) designate Participants; (ii) determine the
type or types of Awards to be granted to each Participant under the Plan; (iii) determine the number of Shares to be covered by
(or with respect to which


 



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payments, rights or other matters are to be calculated in connection with) each Award; (iv) determine
the terms and conditions of any Award or Award Agreement; (v) amend the terms and conditions of any Award or Award Agreement and
accelerate the exercisability of Options or the lapse of restrictions relating to Restricted Stock, Restricted Stock Units or
other Awards, provided, however, that, except as otherwise permitted in connection with an event as provided under Section 4(c).
hereof, the Committee shall not reprice, adjust or amend the exercise price of Options or the grant price of Stock Appreciation
Rights previously awarded to any Participant, whether through amendment, cancellation or any other means; (vi) determine whether,
to what extent and under what circumstances Awards may be exercised in cash, Shares, other securities, other Awards or other property,
or canceled, forfeited or suspended; (vii) determine whether, to what extent and under what circumstances cash, Shares, other
securities, other Awards, other property and other amounts payable with respect to an Award under the Plan shall be deferred either
automatically or at the election of the holder thereof or the Committee; (viii) interpret and administer the Plan and any instrument
or agreement relating to, or Award made under, the Plan; (ix) establish, amend, suspend or waive such rules and regulations and
appoint such agents as it shall deem appropriate for the proper administration of the Plan; and (x) make any other determination
and take any other action that the Committee deems necessary or desirable for the administration of the Plan. Unless otherwise
expressly provided in the Plan, all designations, determinations, interpretations and other decisions under or with respect to
the Plan or any Award shall be within the sole discretion of the Committee, may be made at any time and shall be final, conclusive
and binding upon any Participant, any holder or beneficiary of any Award and any employee of the Company or any Affiliate.


 


(b).          Delegation.
The Committee may delegate its powers and duties under the Plan to one or more officers of the Company or any Affiliate or a committee
of such officers, subject to such terms, conditions and limitations as the Committee may establish in its sole discretion.


 


Section 4. Shares Available
for Awards.


 


(a).           Shares
Available. Subject to adjustment as provided in Section 4(c), the number of Shares available for granting Awards under the
Plan since initial adoption of the Plan shall be 1,825,000. If any Shares covered by an Award or to which an Award relates are
not purchased or are forfeited, or if an Award otherwise terminates without delivery of any Shares, then the number of Shares
counted against the aggregate number of Shares available under the Plan with respect to such Award, to the extent of any such
forfeiture or termination, shall again be available for granting Awards under the Plan.


 


(b).          Accounting
for Awards. For purposes of this Section 4, if an Award entitles the holder thereof to receive or purchase Shares, the number
of Shares covered by such Award or to which such Award relates shall be counted on the date of grant of such Award against the
aggregate number of Shares available for granting Awards under the Plan.


 


(c).           Adjustments.
In the event that the Committee shall determine that any dividend or other distribution (whether in the form of cash, Shares,
other securities or other property), recapitalization, stock split, reverse stock split, reorganization, merger,


 







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consolidation, split-up, spin-off, combination, repurchase or exchange of Shares or other securities of the Company, issuance
of warrants or other rights to purchase Shares or other securities of the Company or other similar corporate transaction or event
affects the Shares such that an adjustment is determined by the Committee to be appropriate in order to prevent dilution or enlargement
of the benefits or potential benefits intended to be made available under the Plan, then the Committee shall, in such manner as
it may deem equitable, adjust any or all of (i) the number and type of Shares (or other securities or other property) which thereafter
may be made the subject of Awards, (ii) the number and type of Shares (or other securities or other property) subject to outstanding
Awards and (iii) the purchase or exercise price with respect to any Award; provided, however, that the number of
Shares covered by any Award or to which such Award relates shall always be a whole number.


 


(d).          Limitation
on Annual Awards to Individuals. Notwithstanding any other provision in this Plan, no Participant may be granted an Award
or Awards under the Plan, the value of which is based solely on an increase in the value of the Shares after the date of grant
of such Award or Awards, for more than 150,000 Shares in the aggregate in any one calendar year period. The foregoing annual limitation
specifically includes the grant of any “performance-based” awards within the meaning of Section 162(m) of the Code.


 


Section 5. Eligibility.


 


Any Eligible Person, including
any Eligible Person who is an officer or director of the Company or any Affiliate, shall be eligible to be designated a Participant.
In determining which Eligible Persons shall receive an Award and the terms of any Award, the Committee may take into account the
nature of the services rendered by the respective Eligible Persons, their present and potential contributions to the success of
the Company or such other factors as the Committee, in its discretion, shall deem relevant. Notwithstanding the foregoing, an
Incentive Stock Option may only be granted to full or part-time employees (which term as used herein includes, without limitation,
officers and directors who are also employees) and an Incentive Stock Option shall not be granted to an employee of an Affiliate
unless such Affiliate is also a “subsidiary corporation” of the Company within the meaning of Section 424(f) of the
Code or any successor provision.


 


Section 6. Awards.


 


(a).           Options.
The Committee is hereby authorized to grant Options to Participants with the following terms and conditions and with such additional
terms and conditions not inconsistent with the provisions of the Plan as the Committee shall determine:


 


(i)           Exercise
Price. The purchase price per Share purchasable under an Option shall be determined by the Committee; provided, however, that
such purchase price shall not be less than 100% of the Fair Market Value of a Share on the date of grant of such Option.


 


(ii)          Option
Term. The term of each Option shall be fixed by the Committee.


 


(iii)         Time
and Method of Exercise. The Committee shall determine the time or times at which an Option may be exercised in whole or in
part and the method or methods by which, and the form or forms (including, without limitation, cash,


 



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Shares, promissory notes,
other securities, other Awards or other property, or any combination thereof, having a Fair Market Value on the exercise date
equal to the relevant exercise price) in which, payment of the exercise price with respect thereto may be made or deemed to have
been made.


 


(b).          Stock
Appreciation Rights. The Committee is hereby authorized to grant Stock Appreciation Rights to Participants subject to the
terms of the Plan and any applicable Award Agreement. A Stock Appreciation Right granted under the Plan shall confer on the holder
thereof a right to receive upon exercise thereof the excess of (i) the Fair Market Value of one Share on the date of exercise
(or, if the Committee shall so determine, at any time during a specified period before or after the date of exercise) over (ii)
the grant price of the Stock Appreciation Right as specified by the Committee, which price shall not be less than 100% of the
Fair Market Value of one Share on the date of grant of the Stock Appreciation Right. Subject to the terms of the Plan and any
applicable Award Agreement, the grant price, term, methods of exercise, dates of exercise, methods of settlement and any other
terms and conditions of any Stock Appreciation Right shall be as determined by the Committee. The Committee may impose such conditions
or restrictions on the exercise of any Stock Appreciation Right as it may deem appropriate.


 


(c).          Restricted
Stock and Restricted Stock Units. The Committee is hereby authorized to grant Awards of Restricted Stock and Restricted Stock
Units to Participants with the following terms and conditions and with such additional terms and conditions not inconsistent with
the provisions of the Plan as the Committee shall determine:


 


(i)          Restrictions.
Shares of Restricted Stock and Restricted Stock Units shall be subject to such restrictions as the Committee may impose (including,
without limitation, any limitation on the right to vote a Share of Restricted Stock or the right to receive any dividend or other
right or property with respect thereto), which restrictions may lapse separately or in combination at such time or times, in such
installments or otherwise as the Committee may deem appropriate.


 


(ii)          Stock
Certificates. Any Restricted Stock granted under the Plan shall be evidenced by issuance of a stock certificate or certificates,
which certificate or certificates shall be held by the Company. Such certificate or certificates shall be registered in the name
of the Participant and shall bear an appropriate legend referring to the terms, conditions and restrictions applicable to such
Restricted Stock. In the case of Restricted Stock Units, no Shares shall be issued at the time such Awards are granted.


 


(iii)         Forfeiture;
Delivery of Shares. Except as otherwise determined by the Committee, upon termination of employment (as determined under criteria
established by the Committee) during the applicable restriction period, all Shares of Restricted Stock and all Restricted Stock
Units at such time subject to restriction shall be forfeited and reacquired by the Company; provided, however, that the Committee
may, when it finds that a waiver would be in the best interest of the Company, waive in whole or in part any or all remaining
restrictions with respect to Shares of Restricted Stock or Restricted Stock Units. Any Share representing Restricted Stock that
is no longer subject to restrictions shall be delivered to the holder thereof promptly after the applicable restrictions lapse
or


 



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are waived. Upon the lapse or waiver of restrictions and the restricted period relating to Restricted Stock Units evidencing
the right to receive Shares, such Shares shall be issued and delivered to the holders of the Restricted Stock Units.


 


(d).          Performance
Awards. The Committee is hereby authorized to grant Performance Awards to Participants subject to the terms of the Plan and
any applicable Award Agreement. A Performance Award granted under the Plan (i) may be denominated or payable in cash, Shares (including,
without limitation, Restricted Stock), other securities, other Awards or other property and (ii) shall confer on the holder thereof
the right to receive payments, in whole or in part, upon the achievement of such performance goals during such performance periods
as the Committee shall establish. Subject to the terms of the Plan and any applicable Award Agreement, the performance goals to
be achieved during any performance period, the length of any performance period, the amount of any Performance Award granted,
the amount of any payment or transfer to be made pursuant to any Performance Award and any other terms and conditions of any Performance
Award shall be determined by the Committee.


 


(e).          Dividend
Equivalents. The Committee is hereby authorized to grant to Participants Dividend Equivalents under which such Participants
shall be entitled to receive payments (in cash, Shares, other securities, other Awards or other property as determined in the
discretion of the Committee) equivalent to the amount of cash dividends paid by the Company to holders of Shares with respect
to a number of Shares determined by the Committee. Subject to the terms of the Plan and any applicable Award Agreement, such Dividend
Equivalents may have such terms and conditions as the Committee shall determine.


 


(f).           Other
Stock-Based Awards. The Committee is hereby authorized to grant to Participants such other Awards that are denominated or
payable in, valued in whole or in part by reference to, or otherwise based on or related to, Shares (including, without limitation,
securities convertible into Shares), as are deemed by the Committee to be consistent with the purpose of the Plan; provided, however,
that such grants must comply with Rule 16b-3 and applicable law. Subject to the terms of the Plan and any applicable Award Agreement,
the Committee shall determine the terms and conditions of such Awards. Shares or other securities delivered pursuant to a purchase
right granted under this Section 6(f) shall be purchased for such consideration, which may be paid by such method or methods and
in such form or forms (including without limitation, cash, Shares, promissory notes, other securities, other Awards or other property
or any combination thereof), as the Committee shall determine, the value of which consideration, as established by the Committee,
shall not be less than 100% of the Fair Market Value of such Shares or other securities as of the date such purchase right is
granted.


 


(g).          General.


 


(i)          No
Cash Consideration for Awards. Awards shall be granted for no cash consideration or for such minimal cash consideration as
may be required by applicable law.


 


(ii)          Awards
May Be Granted Separately or Together. Awards may, in the discretion of the Committee, be granted either alone or in addition
to, in tandem with or in substitution for any other Award or any award granted under any plan


 



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of the Company or any Affiliate
other than the Plan. Awards granted in addition to or in tandem with other Awards or in addition to or in tandem with awards granted
under any such other plan of the Company or any Affiliate may be granted either at the same time as or at a different time from
the grant of such other Awards or awards.


 


(iii)         Forms
of Payment under Awards. Subject to the terms of the Plan and of any applicable Award Agreement, payments or transfers to
be made by the Company or an Affiliate upon the grant, exercise or payment of an Award may be made in such form or forms as the
Committee shall determine (including, without limitation, cash, Shares, promissory notes, other securities, other Awards or other
property or any combination thereof), and may be made in a single payment or transfer, in installments or on a deferred basis,
in each case in accordance with rules and procedures established by the Committee. Such rules and procedures may include, without
limitation, provisions for the payment or crediting of reasonable interest on installment or deferred payments or the grant or
crediting of Dividend Equivalents with respect to installment or deferred payments.


 


(iv)         Limits
on Transfer of Awards. No Award and no right under any such Award shall be transferable by a Participant otherwise than by
will or by the laws of descent and distribution; provided, however, that, if so determined by the Committee, a Participant may,
in the manner established by the Committee, designate a beneficiary or beneficiaries to exercise the rights of the Participant
and receive any property distributable with respect to any Award upon the death of the Participant. Each Award or right under
any Award shall be exercisable during the Participant’s lifetime only by the Participant or, if permissible under applicable
law, by the Participant’s guardian or legal representative. No Award or right under any such Award may be pledged, alienated,
attached or otherwise encumbered, and any purported pledge, alienation, attachment or encumbrance thereof shall be void and unenforceable
against the Company or any Affiliate.


 


(v)          Term
of Awards. The term of each Award shall be for such period as may be determined by the Committee.


 


(vi)         Restrictions;
Securities Exchange Listing. All certificates for Shares or other securities delivered under the Plan pursuant to any Award
or the exercise thereof shall be subject to such stop transfer orders and other restrictions as the Committee may deem advisable
under the Plan or the rules, regulations and other requirements of the Securities and Exchange Commission and any applicable federal
or state securities laws, and the Committee may cause a legend or legends to be placed on any such certificates to make appropriate
reference to such restrictions. If the Shares or other securities are traded on a securities exchange, the Company shall not be
required to deliver any Shares or other securities covered by an Award unless and until such Shares or other securities have been
admitted for trading on such securities exchange.


 


Section 7. Amendment and Termination;
Adjustments.


 


Except to
the extent prohibited by applicable law and unless otherwise expressly provided in an Award Agreement or in the Plan:


 






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(a).          Amendments
to the Plan. The Board of Directors of the Company may amend, alter, suspend, discontinue or terminate the Plan; provided,
however, that, notwithstanding any other provision of the Plan or any Award Agreement, without the approval of the stockholders
of the Company, no such amendment, alteration, suspension, discontinuation or termination shall be made that, absent such approval:


 


(i)          would
cause Rule 16b-3 to become unavailable with respect to the Plan;


 


(ii)          would
violate the rules or regulations of the New York Stock Exchange, any other securities exchange or the National Association of
Securities Dealers, Inc. that are applicable to the Company; or


 


(iii)         would
cause the Company to be unable, under the Code, to grant Incentive Stock Options under the Plan.


 


(b).          Amendments
to Awards. The Committee may waive any conditions of or rights of the Company under any outstanding Award, prospectively or
retroactively. The Committee may not amend, alter, suspend, discontinue or terminate any outstanding Award, prospectively or retroactively,
without the consent of the Participant or holder or beneficiary thereof, except as otherwise herein provided. The Company intends
that Awards under the Plan shall satisfy the requirements of Section 409A of the Code to avoid any adverse tax results thereunder,
and the Committee shall administer and interpret the Plan and all Award Agreements in a manner consistent with that intent. If
any provision of the Plan or an Award Agreement would result in adverse tax consequences under Section 409A of the Code, the Committee
may amend that provision (or take any other action reasonably necessary) to avoid any adverse tax results and no action taken
to comply with Section 409A shall be deemed to impair or otherwise adversely affect the rights of any holder of an Award or beneficiary
thereof.


 


(c).          Correction
of Defects, Omissions and Inconsistencies. The Committee may correct any defect, supply any omission or reconcile any inconsistency
in the Plan or any Award in the manner and to the extent it shall deem desirable to carry the Plan into effect.


 


Section 8. Income Tax Withholding;
Tax Bonuses.


 


(a).          Withholding.
In order to comply with all applicable federal or state income tax laws or regulations, the Company may take such action as it
deems appropriate to ensure that all applicable federal or state payroll, withholding, income or other taxes, which are the sole
and absolute responsibility of a Participant, are withheld or collected from such Participant. In order to assist a Participant
in paying all or a portion of the federal and state taxes to be withheld or collected upon exercise or receipt of(or the lapse
of restrictions relating to) an Award, the Committee, in its discretion and subject to such additional terms and conditions as
it may adopt, may permit the Participant to satisfy such tax obligation by (i) electing to have the Company withhold a portion
of the Shares otherwise to be delivered upon exercise or receipt of (or the lapse of restrictions relating to) such Award with
a Fair Market Value equal to the amount of such taxes or (ii) delivering to the Company Shares other than Shares issuable upon
exercise or receipt of (or the lapse of restrictions relating to) such Award with a Fair Market Value equal to the amount of such
taxes. The election, if any, must be made on or before the date that the amount of tax to be withheld is determined.


 






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(b).          Tax
Bonuses. The Committee, in its discretion, shall have the authority, at the time of grant of any Award under this Plan or
at any time thereafter, to approve cash bonuses to designated Participants to be paid upon their exercise or receipt of (or the
lapse of restrictions relating to) Awards in order to provide funds to pay all or a portion of federal and state taxes due as
a result of such exercise or receipt (or the lapse of such restrictions). The Committee shall have full authority in its discretion
to determine the amount of any such tax bonus.


 


Section 9. General Provisions.


 


(a).          No
Rights to Awards. Participant or other Person shall have any claim to be granted any Award under the Plan, and there is no
obligation for uniformity of treatment of Eligible Persons, Participants or holders or beneficiaries of Awards under the Plan.
The terms and conditions of Awards need not be the same with respect to any Participant or with respect to different Participants.


 


(b).          Award
Agreements. No Participant will have rights under an Award granted to such Participant unless and until an Award Agreement
shall have been duly executed on behalf of the Company.


 


(c).          No
Limit on Other Compensation Arrangements. Nothing contained in the Plan shall prevent the Company or any Affiliate from adopting
or continuing in effect other or additional compensation arrangements, and such arrangements may be either generally applicable
or applicable only in specific cases.


 


(d).          No
Right to Employment. The grant of an Award shall not be construed as giving a Participant the right to be retained in the
employ of the Company or any Affiliate, nor will it affect in any way the right of the Company or an Affiliate to terminate such
employment at any time, with or without cause. In addition, the Company or an Affiliate may at any time dismiss a Participant
from employment free from any liability or any claim under the Plan, unless otherwise expressly provided in the Plan or in any
Award Agreement.


 


(e).          Governing
Law. The validity, construction and effect of the Plan or any Award, and any rules and regulations relating to the Plan or
any Award, shall be determined in accordance with the laws of the State of Minnesota.


 


(f).           Severability.
If any provision of the Plan or any Award is or becomes or is deemed to be invalid, illegal or unenforceable in any jurisdiction
or would disqualify the Plan or any Award under any law deemed applicable by the Committee, such provision shall be construed
or deemed amended to conform to applicable laws, or if it cannot be so construed or deemed amended without, in the determination
of the Committee, materially altering the purpose or intent of the Plan or the Award, such provision shall be stricken as to such
jurisdiction or Award, and the remainder of the Plan or any such Award shall remain in full force and effect.


 


(g).          No
Trust or Fund Created. Neither the Plan nor any Award shall create or be construed to create a trust or separate fund of any
kind or a fiduciary relationship between the Company or any Affiliate and a Participant or any other Person. To the extent that
any Person acquires a right to receive payments from the Company or any Affiliate


 



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pursuant to an Award, such right shall be no
greater than the right of any unsecured general creditor of the Company or any Affiliate.


 


(h).          No
Fractional Shares. No fractional Shares shall be issued or delivered pursuant to the Plan or any Award, and the Committee
shall determine whether cash shall be paid in lieu of any fractional Shares or whether such fractional Shares or any rights thereto
shall be canceled, terminated or otherwise eliminated.


 


(i).           Headings.
Headings are given to the Sections and subsections of the Plan solely as a convenience to facilitate reference. Such headings
shall not be deemed in any way material or relevant to the construction or interpretation of the Plan or any provision thereof.


 


Section 10. Effective Date
of the Plan.


 


The Plan
shall be effective as of the date on which it is approved by the shareholders of the Company.


 


Section 11. Term of the Plan.


 


Unless the
Plan shall have been discontinued or terminated as provided in Section 7(a), the Plan shall terminate on May 20, 2027. No Award
shall be granted after the termination of the Plan. However, unless otherwise expressly provided in the Plan or in an applicable
Award Agreement, any Award theretofore granted may extend beyond the termination of the Plan, and the authority of the Committee
provided for hereunder with respect to the Plan and any Awards, and the authority of the Board of Directors of the Company to
amend the Plan, shall extend beyond the termination of the Plan.


 






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