curranagreementv2






                                                                        Exhibit 10.1   PERSONAL AND CONFIDENTIAL   John J. Curran  [Address]   Re:   Resignation Agreement   Dear John:   This letter confirms your upcoming separation from employment with Cognex Corporation (the  “Company”).  This letter also proposes an agreement between you and the Company.   Entitlements and Obligations   Your employment with the Company will end effective May 3, 2019 following the filing of the  Company’s Form 10-Q with the Securities and Exchange Commission determined in consultation  with you (the “Employment Termination Date”).  Regardless of whether you enter into an  agreement with the Company, the Company will:       •  pay you salary accrued to you through the date of termination of your employment;     •  pay you for all accrued but unused Paid Time Off due to you through the date of termination       of your employment;     •  provide you with the right to continue group health plan coverage after the termination of       your employment under the law known as “COBRA,” which will be described in a separate       written notice; and     •  reimburse you for any outstanding, reasonable business expenses that you have incurred on       the Company’s behalf through the termination of your employment, after the Company’s       timely receipt of appropriate documentation pursuant to the Company’s business expense       reimbursement policy.  In addition, you have certain equity agreements with the Company, pursuant to the Company’s 2001  General Stock Option Plan, consisting of the following:        •  Stock Option Agreement (Non-Qualified), Grant # NH001481, with a grant date of       November 2, 2016;     Cognex Corporation         One Vision Drive         Natick, MA 01760-2059  (508) 650-3000       fax (508) 650-3333          www.cognex.com  





 






   •  Stock Option Agreement (Non-Qualified), Grant # NH001482, with a grant date of       November 2, 2016; and     •  Stock Option Agreement (Non-Qualified), Grant # NH001483, with a grant date of       November 2, 2016.  You also have certain equity agreements with the Company, pursuant to the Company’s 2007 Stock  Option and Incentive Plan, consisting of the following:        •  Stock Option Agreement (Non-Qualified), Grant # NH001487, with a grant date of February       21, 2017;     •  Stock Option Agreement (Non-Qualified), Grant # NH001488, with a grant date of February       21, 2017;     •  Stock Option Agreement (Non-Qualified), Grant # NH001489, with a grant date of February       21, 2017;     •  Stock Option Agreement (Non-Qualified), Grant # AR011525, with a grant date of February       20, 2018; and     •  Stock Option Agreement (Non-Qualified), Grant # AR012020, with a grant date of February       19, 2019.  The foregoing Stock Option Agreements are together referred to as the “Award Agreements.”  You  will be entitled to your rights under and subject to the terms of the Award Agreements regardless of  whether you enter this Agreement, though the terms of or rights under the Award Agreements may  be enhanced pursuant to the terms of this Agreement.   Also, regardless of whether you agree to the Agreement, you will remain subject to the terms of the  Employee Invention, Non-Disclosure and Non-Competition Agreement (the “Restrictive Covenants  Agreement”) that you entered into with the Company on September 30, 2016, and reaffirmed in  each of the Award Agreements.   Agreement   The remainder of this letter proposes an agreement (the “Agreement”) between you and the  Company.  The purpose of this Agreement is to establish an amicable arrangement for ending your  employment relationship, including releasing the Company and related persons or entities from any  claims and permitting you to receive separation pay and related benefits.    You acknowledge that you are entering into this Agreement knowingly and voluntarily.  It is  customary in employment separation agreements for the departing employee to release the employer  from any possible claims, even if the employer believes, as is the case here, that no such claims  exist.  By proposing and entering into this Agreement, the Company is not admitting in any way that  it violated any legal obligation that it owed to you.        Cognex Corporation         One Vision Drive         Natick, MA 01760-2059  (508) 650-3000       fax (508) 650-3333          www.cognex.com  





 






With those understandings, you and the Company agree as follows:   Resignation from Employment   This confirms that you have resigned from your employment with the Company as Senior Vice  President and Chief Financial Officer of the Company, to be effective on the Employment  Termination Date (the “Resignation Date”).  You further confirm that you also resign from any and  all other positions that you hold with any affiliates of the Company as an officer, director or  otherwise effective on the Resignation Date.  You acknowledge that as of the Company’s most  recent payroll payment of salary to you, you were fully paid for all salary then due and payable to  you based on your employment through the payroll period applicable to such payroll date.  You  acknowledge that as of the date of this letter, your accrued but unused vacation time totaled [___]  days.  If you apply to the Massachusetts Department of Unemployment Assistance for  unemployment compensation benefits under state law, the Company shall not dispute your  eligibility for such benefits.  This shall not affect the Company’s obligation to respond truthfully to  governmental agency requests for information related to unemployment compensation eligibility.     Severance Benefits   Provided that you use reasonable efforts to perform your responsibilities until the Resignation Date,  the Company shall provide you with the pay, benefits and other terms set forth in this Section 2  below.  Severance Pay.  The Company shall pay you severance pay (“Severance Pay”) consisting of salary  continuation at your final base salary rate of $311,000 per year effective for the period from the date  immediately following the Resignation Date to and including twelve (12) weeks following the  Resignation Date (the “Severance Pay Period”).  The Company shall pay you Severance Pay on its  regular payroll dates; provided that the Company shall not be obligated to pay you severance pay  before this Agreement becomes effective.  If the Company does not make one or more payments of  Severance Pay on a regular payroll date because this Agreement has not yet become effective, the  Company shall make all such delayed payments by the first payroll date when it is practicable to do  so after the Agreement becomes effective.     Accelerated Vesting.  On the Resignation Date, stock options to purchase a total of 50,000 shares of  Company common stock that are scheduled to vest in accordance with their terms on November 2,  2019 but will continue to be unvested on the Resignation Date (such that they would otherwise be  forfeited in the absence of this Agreement) shall vest (the “Accelerated Vesting”).  The stock  options subject to the Accelerated Vesting include:  (i) 12,500 shares underlying options granted to  you on November 2, 2016 through Grant # NH001481; (ii) 12,500 shares underlying options granted  to you on November 2, 2016 through Grant # NH001482; (iii) 12,500 shares underlying options  granted to you on February 21, 2017 through Grant # NH001487; and (iv) 12,500 shares underlying  options granted to you on February 21, 2017 through Grant # NH001488.  Any termination or  forfeiture of such stock options that otherwise would have occurred as a result of the termination of  your employment shall be delayed and such termination or forfeiture shall only occur if the  Agreement does not become effective.  In all other respects, all equity awards granted by the  Company shall be subject to the terms of the Award Agreements including, without limitation, the  time limits on exercise and, for the avoidance of doubt, except as       Cognex Corporation         One Vision Drive         Natick, MA 01760-2059  (508) 650-3000       fax (508) 650-3333          www.cognex.com  





 






specifically provided above, all equity awards granted by the Company that have not vested prior to  the Resignation Date shall be automatically forfeited on the Resignation Date.   Supplemental Payments.  The Company shall pay the employer portion (the “Supplemental  Payments”), which you may but are not required to use to defray the cost of group health plan  coverage through COBRA or otherwise.  The Company shall make the Supplemental Payments  effective for the period from the day immediately following the Resignation Date until the earlier of  the eighteen (18)-month anniversary of the Resignation Date or the date when you commence other  employment.  You agree to notify the Company promptly if you anticipate commencing other  employment before the 18-month anniversary of the Resignation Date, including the date of such  anticipated commencement of other employment.  You also agree to respond promptly and fully to  any reasonable requests for information by the Company concerning your employment status and  anticipated employment status during such 18-month period.  The Company shall commence paying  the Supplemental Payments when it commences payment of Severance Pay (with any catch-up  payment consistent with a catch-up payment of Severance Pay pursuant to the last sentence of  Section 2(a)).   Outplacement Benefits.  The Company shall pay up to $5,000 with our outplacement service  provider for the purpose of providing outplacement services to you; provided that you begin  utilizing such services no later than three (3) months after the Effective Date.     Tax Treatment.  The Company shall make deductions, withholdings and tax reports with respect to  payments and benefits under this Agreement that it reasonably determines to be required.  Payments  under this Agreement shall be in amounts net of any such deductions or withholdings.  Nothing in  this Agreement shall be construed to require the Company to make any payments to compensate you  for any adverse tax effect associated with any payments or benefits or for any deduction or  withholding from any payment or benefit.     Stock Options   All stock options that you hold to purchase shares of the Company’s common stock pursuant to the  Award Agreements or any predecessor plan that will not have vested as of your Resignation Date  shall lapse on that date and shall not be exercisable, with exception of those options explicitly set  forth in Section 2(b) of this Agreement as subject to Accelerated Vesting.  You acknowledge that  the following summarizes all vested options that have not been exercised as of the date of this letter  and that shall remain exercisable by you in accordance with the terms of the applicable Award  Agreements as of the Resignation Date:           Grant Date        Grant Number     Vested, Unexercised Shares Exercise Price      November 2, 2016       NH001481                12,500              $24.86      November 2, 2016       NH001482                12,500              $24.86      February 21, 2017      NH001487                12,500              $38.39      Cognex Corporation         One Vision Drive         Natick, MA 01760-2059  (508) 650-3000       fax (508) 650-3333          www.cognex.com  





 






                                                                        February 21, 2017      NH001488                12,500              $38.39      February 20, 2018      AR011525                10,000              $56.44     The exercise of any such stock options shall be subject to the terms of the Award Agreements,  including, without limitation, the time limits on exercise.  This section is not intended to modify in  any respect the rights to which you would otherwise be entitled if you were not to agree to this  Agreement or the terms governing stock options.  The above summary is set forth solely to confirm  certain information concerning stock options.     Continuing Obligations   You acknowledge that your obligations under the Restrictive Covenants Agreement shall continue in  effect, including, without limitation, your obligations to maintain the confidentiality of Confidential  Information as defined in the Restrictive Covenants Agreement, to return documents and other  property of the Company and to refrain from certain competition and solicitation activities for a  period of eighteen (18) months after the Resignation Date.  A copy of the Restrictive Covenants  Agreement is enclosed as Exhibit A.     Release of Claims   In consideration for, among other terms, the Severance Pay, the Accelerated Vesting and the  Supplemental Payments, to which you acknowledge you would otherwise not be entitled, you  voluntarily release and forever discharge the Company, its affiliated and related entities, its and their  respective predecessors, successors and assigns, its and their respective employee benefit plans and  fiduciaries of such plans, and the current and former officers, directors, shareholders, employees,  attorneys, accountants and agents of each of the foregoing in their official and personal capacities  (collectively referred to as the “Releasees”) generally from all claims, demands, debts, damages and  liabilities of every name and nature, known or unknown (“Claims”) that, as of the date when you  sign this Agreement, you have, ever had, now claim to have or ever claimed to have had against any  or all of the Releasees.  This release includes, without limitation, all Claims:   •  relating to your employment by and termination of employment with the Company;   •  of wrongful discharge or violation of public policy;   •  of breach of contract;   •  of defamation or other torts;   •  of retaliation or discrimination under federal, state or local law (including, without limitation,     Claims of discrimination or retaliation under the Age Discrimination in Employment Act, the     Americans with Disabilities Act, and Title VII of the Civil Rights Act of 1964);   •  under any other federal or state statute (including, without limitation, Claims under the Worker     Adjustment and Retraining Notification Act or the Fair Labor Standards Act);  •  for wages, bonuses, incentive compensation, stock, stock options, vacation pay or any other     compensation or benefits, either under the Massachusetts Wage Act, M.G.L. c. 149, §§148-150C,     or otherwise; and      Cognex Corporation         One Vision Drive         Natick, MA 01760-2059         (508) 650-3000          fax (508) 650-3333          www.cognex.com  





 






                                                                     •  for damages or other remedies of any sort, including, without limitation, compensatory damages,     punitive damages, injunctive relief and attorney’s fees;     provided, however, that this release shall not affect your vested rights under the Company’s  Section 401(k) plan, the Award Agreements (as modified pursuant to Section 2(b) of this  Agreement), rights as a stockholder of the Company, rights to be covered under applicable  indemnification agreements and policies and under applicable directors and officers liability  insurance for acts or omissions while serving as an executive of the Company, and your rights under  this Agreement.    You acknowledge that the termination of your employment in accordance with this Agreement shall  not give rise to any Claims.   You agree not to accept damages of any nature, other equitable or legal remedies for your own  benefit or attorney’s fees or costs from any of the Releasees with respect to any Claim released by  this Agreement.  As a material inducement to the Company to enter into this Agreement, you  represent that you have not assigned any Claim to any third party.   Transitional Services    You agree to provide up to ten (10) hours of transitional services to the Company during the  Severance Pay Period at any reasonable times requested by the Company; provided that the  Company shall not require you to provide any such services at any times that would unreasonably  interfere with your search for employment or with any subsequent employment.   Future Cooperation     You agree to cooperate reasonably with the Company and all of its affiliates (including its and their  outside counsel) in connection with (i) the contemplation, prosecution and defense of all phases of  existing, past and future litigation about which the Company believes you may have knowledge or  information; and (ii) responding to requests for information from regulatory agencies or other  governmental authorities (together “Cooperation Services”).  You further agree to make yourself  available to provide Cooperation Services at mutually convenient times during and outside of  regular business hours as reasonably deemed necessary by the Company’s counsel.  The Company  shall not utilize this section to require you to make yourself available to an extent that would  unreasonably interfere with full-time employment responsibilities that you may have.  Cooperation  Services include, without limitation, appearing without the necessity of a subpoena to testify  truthfully in any legal proceedings in which the Company or an affiliate calls you as a witness.  The  Company shall reimburse you for any reasonable travel expenses that you incur due to your  performance of Cooperation Services, after receipt of appropriate documentation consistent with the  Company’s business expense reimbursement policy.  In addition, for all time that you reasonably  expend in providing Cooperation Services after the end of the Severance Pay Period, the Company  shall compensate you at the rate of $150 per hour; provided that your right to such compensation  shall not apply to time spent in activities that could have been compelled pursuant to a subpoena,  including testimony and related attendance at depositions, hearings or trials.        Cognex Corporation         One Vision Drive         Natick, MA 01760-2059         (508) 650-3000          fax (508) 650-3333          www.cognex.com  





 






                                                                     Non-Disparagement   You agree not to make any disparaging statements concerning the Company or any of its affiliates,  products, services, or current or former officers, directors, shareholders, employees or agents.    Protected Disclosures and Other Protected Actions   Nothing contained in this Agreement limits your ability to file a charge or complaint with any  federal, state or local governmental agency or commission (a “Government Agency”).  In addition,  nothing contained in this Agreement limits your ability to communicate with any Government  Agency or otherwise participate in any investigation or proceeding that may be conducted by any  Government Agency, including your ability to provide documents or other information, without  notice to the Company, nor does anything contained in this Agreement apply to truthful testimony in  litigation.  If you file any charge or complaint with any Government Agency and if the Government  Agency pursues any claim on your behalf, or if any other third party pursues any claim on your  behalf, you waive any right to monetary or other individualized relief (either individually or as part  of any collective or class action); provided that nothing in this Agreement limits any right you may  have to receive a whistleblower award or bounty for information provided to the Securities and  Exchange Commission.  In addition, for the avoidance of doubt, pursuant to the federal Defend  Trade Secrets Act of 2016, you shall not be held criminally or civilly liable under any federal or  state trade secret law or under this Agreement, the Restrictive Covenants Agreement, or the Award  Agreements for the disclosure of a trade secret that (a) is made (i) in confidence to a federal, state, or  local government official, either directly or indirectly, or to an attorney; and (ii) solely for the  purpose of reporting or investigating a suspected violation of law; or (b) is made in a complaint or  other document filed in a lawsuit or other proceeding, if such filing is made under seal.    Other Provisions   Termination of Payments.  If you breach any of your obligations under this Agreement, in addition  to any other legal or equitable remedies it may have for such breach, the Company shall have the  right to terminate its payments to you or for your benefit under this Agreement.  The termination of  such payments in the event of your breach will not affect your continuing obligations under this  Agreement.   Absence of Reliance.  In signing this Agreement, you are not relying upon any promises or  representations made by anyone at or on behalf of the Company.     Enforceability.  If any portion or provision of this Agreement (including, without limitation, any  portion or provision of any section of this Agreement) shall to any extent be declared illegal or  unenforceable by a court of competent jurisdiction, then the remainder of this Agreement, or the  application of such portion or provision in circumstances other than those as to which it is so  declared illegal or unenforceable, shall not be affected thereby, and each portion and provision of  this Agreement shall be valid and enforceable to the fullest extent permitted by law.           Cognex Corporation         One Vision Drive         Natick, MA 01760-2059         (508) 650-3000          fax (508) 650-3333          www.cognex.com  





 






                                                                     Waiver.  No waiver of any provision of this Agreement shall be effective unless made in writing and  signed by the waiving party.  The failure of a party to require the performance of any term or  obligation of this Agreement, or the waiver by a party of any breach of this Agreement, shall not  prevent any subsequent enforcement of such term or obligation or be deemed a waiver of any  subsequent breach.     Jurisdiction.  You and the Company hereby agree that the Superior Court of the Commonwealth of  Massachusetts and the United States District Court for the District of Massachusetts shall have the  exclusive jurisdiction to consider any matters related to this Agreement, including, without  limitation, any claim of a violation of this Agreement.  With respect to any such court action, you  submit to the jurisdiction of such courts and you acknowledge that venue in such courts is proper.     Relief.  You agree that it would be difficult to measure any harm caused to the Company that might  result from any breach by you of your promises set forth in Sections 4 and 6-9 (the “Specified  Sections”).  You further agree that money damages would be an inadequate remedy for any breach  of any of the Specified Sections.  Accordingly, you agree that if you breach, or propose to breach,  any portion of your obligations under any of the Specified Sections, the Company shall be entitled,  in addition to all other remedies it may have, to an injunction or other appropriate equitable relief to  restrain any such breach, without showing or proving any actual damage to the Company and  without the necessity of posting a bond.  If the Company prevails in any action to enforce any of the  Specified Sections, then you also shall be liable to the Company for reasonable attorney’s fees and  costs incurred by the Company in enforcing any of the Specified Sections.     Governing Law; Interpretation.  This Agreement shall be interpreted and enforced under the laws of  the Commonwealth of Massachusetts, without regard to conflict of law principles.  In the event of  any dispute, this Agreement is intended by the parties to be construed as a whole, to be interpreted in  accordance with its fair meaning, and not to be construed strictly for or against either you or the  Company or the “drafter” of all or any portion of this Agreement.     Entire Agreement.  This Agreement constitutes the entire agreement between you and the Company.   This Agreement supersedes any previous agreements or understandings between you and the  Company, except the Restrictive Covenants Agreement, the Award Agreements, and any other  obligations specifically preserved in this Agreement.     Time for Consideration; Effective Date.  You acknowledge that you have knowingly and voluntarily  entered into this Agreement and that the Company advises you to consult with an attorney before  signing this Agreement.  You understand and acknowledge that you have been given the opportunity  to consider this Agreement for twenty-one (21) days from your receipt of this Agreement before  signing it (the “Consideration Period”).  To accept this Agreement, you must return a signed original  or a signed PDF copy of this Agreement so that it is received by Sheila DiPalma at or before the  expiration of the Consideration Period.  If you sign this Agreement before the end of the  Consideration Period, you acknowledge that such decision was entirely voluntary and that you had  the opportunity to consider this Agreement for the entire Consideration Period.  For the period of  seven (7) days from the date when you sign this Agreement, you have the right to revoke this  Agreement by written notice to Ms. DiPalma, provided that such notice is delivered so that it is  received at or before the expiration of the seven (7) day revocation period.  This Agreement shall not      Cognex Corporation         One Vision Drive         Natick, MA 01760-2059         (508) 650-3000          fax (508) 650-3333          www.cognex.com  





 






become effective or enforceable during the revocation period.  This Agreement shall become  effective on the first business day following the expiration of the revocation period (the “Effective  Date”).     Counterparts.  This Agreement may be executed in separate counterparts.  When both counterparts  are signed, they shall be treated together as one and the same document.   Please indicate your agreement to the terms of this Agreement by signing and returning to Ms.  DiPalma the original or a PDF copy of this letter within the time period set forth above.   Sincerely,  COGNEX CORPORATION   By:      /s/ Robert J. Willett  ______________  4/1/2019______________________________  Robert J. Willett                         Date        President and Chief Executive Officer   Enclosure (Exhibit A—Restrictive Covenants Agreement)   You are advised to consult with an attorney before signing this Agreement. This is a legal document.   Your signature will commit you to its terms.  By signing below, you acknowledge that you have  carefully read and fully understand all of the provisions of this Agreement and that you are  knowingly and voluntarily entering into this Agreement.     /s/ John J. Curran                        4/1/19  John J. Curran                            Date      Cognex Corporation         One Vision Drive         Natick, MA 01760-2059  (508) 650-3000       fax (508) 650-3333          www.cognex.com