cgnxformofrsuagreement






                                                                          EXHIBIT 10U              RESTRICTED STOCK UNIT AWARD AGREEMENT                         FOR COMPANY EMPLOYEES                    UNDER THE COGNEX CORPORATION                 2007 STOCK OPTION AND INCENTIVE PLAN    Name of Grantee:    No. of Restricted Stock Units:    Grant Date:          Pursuant to the Cognex Corporation 2007 Stock Option and Incentive Plan, as amended   through the date hereof (the “Plan”), Cognex Corporation (the “Company”) hereby grants an   award of the number of Restricted Stock Units listed above (an “Award”) to the Grantee named   above.  Each Restricted Stock Unit shall relate to one share of Common Stock, par value $0.002   per share (the “Stock”), of the Company.          1.    Restrictions on Transfer of Award.  This Award may not be sold, transferred,  pledged, assigned or otherwise encumbered or disposed of by the Grantee, and any shares of   Stock issuable with respect to the Award may not be sold, transferred, pledged, assigned or   otherwise encumbered or disposed of until (i) the Restricted Stock Units have vested as provided   in Paragraph 2 of this Agreement and (ii) shares of Stock have been issued to the Grantee in   accordance with the terms of the Plan and this Agreement.          2.    Vesting of Restricted Stock Units.  The restrictions and conditions of Paragraph 1  of this Agreement shall lapse on the Vesting Date(s) specified in the following schedule so long   as the Grantee remains an employee of the Company or a Subsidiary on such Vesting Date(s).  If   a series of Vesting Dates is specified, then the restrictions and conditions in Paragraph 1 shall   lapse only with respect to the number of Restricted Stock Units specified as vested on such date.                   Incremental Number of                Restricted Stock Units Vested           Vesting Date                      _____________                   _______________                     _____________                   _______________                     _____________                   _______________          The Administrator may at any time accelerate the vesting schedule specified in this   Paragraph 2.          [Included for Directors/Chief Financial Officer/Executive Officer Senior Vice Presidents:  In the event of a corporate transaction, including a merger or reorganization, whereby the holders  of the outstanding shares of common stock of the Company before the transaction fail to have a  beneficial interest of 51 percent or more of the shares of outstanding common stock of the  Company or its successor (or its ultimate parent) after the consummation of the transaction, all 





 






 unvested Restricted Stock Units granted pursuant to this Award shall become vested 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 Company before the transaction fail to have a beneficial interest of 51 percent or more of the   shares of outstanding common stock of the Company or its successor (or its ultimate parent) after   the consummation of the transaction, and within 12 months of the consummation of the   transaction, Grantee’s employment is involuntarily terminated, all unvested Restricted Stock   Units granted pursuant to this Award shall become immediately vested and fully exercisable. For   purposes hereof, Grantee’s employment is considered to be involuntarily terminated if the   Company or its successor terminates Grantee’s employment without Cause or Grantee resigns   for Good Reason. The term “Cause” shall mean (i) Grantee’s willful and continued failure to   perform substantially Grantee’s duties with the Company (other than any failure resulting from   incapacity due to physical or mental illness), after a written demand of performance is delivered   to Grantee by the Board or the Chief Executive Officer of the Company which identifies the   manner in which the Board or Chief Executive Officer believes that Grantee has not substantially  performed Grantee’s duties; or (ii) Grantee’s willful engagement in illegal conduct or gross   misconduct which is materially injurious to the Company. The term “Good Reason” shall mean   (i) a material diminution in Grantee’s duties or responsibilities, excluding for this purpose any   diminution related solely to the Company ceasing to be a reporting company for purposes of the   Securities Exchange Act of 1934, or (ii) the Company’s requiring Grantee to be based at any   office or location that is more than fifty (50) miles from Grantee’s current office.]          3.    Termination of Employment.  If the Grantee’s employment with the Company   and its Subsidiaries terminates for any reason (including death or disability) prior to the   satisfaction of the vesting conditions set forth in Paragraph 2 above, any Restricted Stock Units   that have not vested as of such date shall automatically and without notice terminate and be   forfeited, and neither the Grantee nor any of his or her successors, heirs, assigns, or personal   representatives will thereafter have any further rights or interests in such unvested Restricted   Stock Units.          4.    Issuance of Shares of Stock.  As soon as practicable following each Vesting Date   (but in no event later than two and one-half months after the end of the year in which the Vesting  Date occurs), the Company shall issue to the Grantee the number of shares of Stock equal to the   aggregate number of Restricted Stock Units that have vested pursuant to Paragraph 2 of this   Agreement on such date and the Grantee shall thereafter have all the rights of a stockholder of   the Company with respect to such shares.           5.    Incorporation of Plan.  Notwithstanding anything herein to the contrary, this   Agreement shall be subject to and governed by all the terms and conditions of the Plan, including   the powers of the Administrator set forth in Section 2(b) of the Plan.  Capitalized terms in this   Agreement shall have the meaning specified in the Plan, unless a different meaning is specified   herein.          6.    Tax Withholding.   The Grantee shall, not later than the date as of which the   receipt of this Award becomes a taxable event for Federal income tax purposes, pay to the   Company or make arrangements satisfactory to the Administrator for payment of any Federal,                                         2    





 






 state, and local taxes required by law to be withheld on account of such taxable event.  Such   withholding shall be satisfied by the Company withholding from Shares to be issued to the   Grantee a number of Shares with an aggregate Fair Market Value that would satisfy the   withholding amount due.  Alternatively, or in addition, the Company may decide in its sole and   absolute discretion to satisfy Grantee’s obligation for tax-related items by one or a combination   of the following: (i) withholding from proceeds of the sale of Shares acquired upon   vesting/settlement of the Restricted Stock Units either through a voluntary sale or through a   mandatory sale arranged by the Company (on Grantee’s behalf pursuant to this authorization); or   (ii) in any other manner permitted by the Plan.          7.    Section 409A of the Code.  This Agreement shall be interpreted in such a manner   that all provisions relating to the settlement of the Award are exempt from the requirements of   Section 409A of the Code as “short-term deferrals” as described in Section 409A of the Code.          8.    No Obligation to Continue Employment.  Neither the Company nor any   Subsidiary is obligated by or as a result of the Plan or this Agreement to continue the Grantee in   employment and neither the Plan nor this Agreement shall interfere in any way with the right of   the Company or any Subsidiary to terminate the employment of the Grantee at any time.          9.    Integration.  This Agreement constitutes the entire agreement between the parties   with respect to this Award and supersedes all prior agreements and discussions between the   parties concerning such subject matter.          10.   Data Privacy Consent.  In order to administer the Plan and this Agreement and to   implement or structure future equity grants, the Company, its subsidiaries and affiliates and   certain agents thereof (together, the “Relevant Companies”) may process any and all personal or   professional data, including but not limited to Social Security or other identification number,   home address and telephone number, date of birth and other information that is necessary or   desirable for the administration of the Plan and/or this Agreement (the “Relevant Information”).    By entering into this Agreement, the Grantee (i) authorizes the Company to collect, process,  register and transfer to the Relevant Companies all Relevant Information; (ii) waives any privacy   rights the Grantee may have with respect to the Relevant Information; (iii) authorizes the  Relevant Companies to store and transmit such information in electronic form; and (iv)  authorizes the transfer of the Relevant Information to any jurisdiction in which the Relevant  Companies consider appropriate.  The Grantee shall have access to, and the right to change, the  Relevant Information.  Relevant Information will only be used in accordance with applicable  law.          11.   Notices.  Notices hereunder shall be mailed or delivered to the Company at its   principal place of business and shall be mailed or delivered to the Grantee at the address on file  with the Company or, in either case, at such other address as one party may subsequently furnish   to the other party in writing.          12.   Restrictive Covenants.  The Grantee reaffirms his/her promise to be bound by the   restrictive covenants set forth in the Employee Invention, Non-Disclosure and Non-Competition   Agreement or Employee Invention and Non-Disclosure Agreement, as applicable, entered into   between the Grantee and the Company (the “Employment Agreement”).  The Grantee agrees that   any gains realized by the Grantee pursuant to the vesting of this Award (along with other good                                         3    





 






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 Grantee’s  performance of Grantee’s obligations as stated in the Employment Agreement.  To the extent  permitted by applicable law, Grantee agrees that if Grantee breaches the Employment Agreement  then Grantee shall pay damages to the Company, including, but not limited to an amount equal to  the sum of: (a) the total of all gains realized by Grantee as a result of vesting of this Award, and  (b) the total of all gains realized by Grantee as a result of the sale of any shares acquired by  Grantee through the vesting of this Award.  The determination of the existence of breach of the  Employment Agreement shall be made by the Company in good faith, which determination shall  be conclusive for purposes of this Agreement.                                                            COGNEX CORPORATION                                           By:                                                                                Title:   The foregoing Agreement is hereby accepted and the terms and conditions thereof hereby agreed  to by the undersigned.  Electronic acceptance of this Agreement pursuant to the Company’s  instructions to the Grantee (including through an online acceptance process) is acceptable.    Dated:                                                                                                                 Grantee’s Signature                                            Grantee’s name and address:                                                                                                                                                                                                                                                                                                4