lauramacdonald2007plangr






                                                                                   Exhibit 10.2                                                                                 Grant # OT002556                                                                           LAURA MACDONALD                                      COGNEX CORPORATION                           STOCK OPTION AGREEMENT (NON-QUALIFIED)                        UNDER 2007 STOCK OPTION AND INCENTIVE PLAN                                      As Amended and Restated   AGREEMENT entered into as of 05/01/2019, by and between COGNEX CORPORATION, a Massachusetts  corporation (the "Company") and the undersigned employee 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, As Amended and Restated (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 10000 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 $48.28   3.      Time and Manner of Exercise of Option  3.1    The Option shall not be exercisable prior to 05/01/2022.  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          05/01/2022                                          10000  





 






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.    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 7(a)         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 05/01/2029, 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)                                                                          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 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)                                               PAGE 4   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 an 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 the 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  the granting of this Option and 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 Willett, its CEO, and President thereunto duly authorized, and the Optionee has  hereunto set his or her hand and seal, all as of the day and year first above written.                                              COGNEX CORPORATION                                              By:          /s/ Robert J. Willett                                                     CEO, President                                                        /s/ Laura A. MacDonald                                                                Optionee                                                     LAURA MACDONALD   V: 12/16/11