**Exhibit 10.41****[Executive Officers (Other than CEO)]****COLOR KINETICS INCORPORATED****Incentive Stock Option Agreement**     Color Kinetics Incorporated, a Delaware corporation (the “Company”), hereby grants as of thedate below (the “Grant Date”) to the person named below (the “Employee”) and the Employee herebyaccepts, an option to purchase the number of shares (the “Option Shares”) listed below of theCompany’s Common Stock $.001 par value per share (“Common Stock”), at the price per share and witha vesting start date (the “Vesting Start Date”) listed below, such option to be subject to theterms and conditions specified herein and in the attached Exhibit A.     Employee Name:     Grant Date:     Total Number of Shares:     Exercise Price Per Share:     Expiration Date of Option:**Vesting Schedule**: This Option shall become exercisable for 25% of the Total Number ofOption Shares on ____________, and for an additional 6.25% of the Total Number of OptionShares at the end of every three month period thereafter.**Acceleration of Vesting Upon Change-in Control:** If, within 12 months after or during the 3months prior to a Change in Control, your employment is terminated (A) by the Company for anyreason other than for Cause or (B) by you for Good Reason, then, provided you sign, on the date ofyour termination, the Release Agreement previously provided to you as Exhibit A to your agreementdated May 1, 2007, the vesting of your Option Shares shall be fully accelerated on the date of yourtermination (after giving effect to any applicable revocation periods in the Release Agreement). Inaddition, the vesting of your Option Shares shall accelerate by twelve months upon a Change inControl, provided you are still an employee at the time of the Change in Control. For purposes ofclarity, in the case of a Change in Control in which the consideration received by holders of theCompany’s common stock consists entirely of cash, options vesting at or post the Change in Controlare cash settlement instruments, payable at the difference between the Change in Control purchaseprice and the exercise price.     For purposes of this Agreement, “Cause” shall mean (i) any material breach by you of (A) anyprovision of any Employment Agreement, if any, between yourself and the Company, (B) any writtenCompany policy, or (C) any other agreement between yourself and the Company, or (ii) the commissionof, conviction of or plea of nolo contendere by you to (A) a felony or (B) a misdemeanor involvingmoral turpitude, dishonesty or fraud, or (iii) any other materially dishonest act or statement ofyou with respect to the Company or any of its affiliates, or (iv) any material misconduct, willfulor deliberate non-performance or gross negligence in the performance (other than by reason ofdisability, as reasonably determined by the Company) by you of any of your duties andresponsibilities. The cessation of your employment shall not be for Cause unless (x) there shallhave been delivered to you written notice from the Company specifying the basis for suchtermination and (y), with respect to clauses (i) and (iv), you have been provided with a period ofnot less than thirty (30) days to cure such conduct determined to constitute Cause hereunder.     For purposes of this Agreement, “Good Reason” shall mean (i) a substantial adverse change ordiminution in the substantive nature or scope of your responsibilities, authority, powers,functions and duties (including office, titles and reporting requirements); provided, however, thatneither any failure of the Company to continue you in the position of director, officer or employeeof any of its subsidiaries or other affiliates, nor the mere fact of a Change in Control in whichthe Company thereafter becomes a subsidiary or division of a corporation or similar entity shall inand of itself constitute a substantial adverse change or diminution in the substantive nature orscope of your responsibilities, authority, powers, functions and duties (including office, titlesand reporting requirements), or (ii) a reduction in your compensation to which you are entitled, or(iii) any material failure of the Company to provide you with such other material employee benefitsto which you received
 

 
immediately prior to termination (for purposes of clarity, a reduction in the amount of abenefit does not constitute a material failure to provide such benefit so long as you are receivingsuch benefit in a manner consistent with other employees who receive such benefit), or (iv) therelocation of the offices at which you are principally employed to a location more than 25 milesfrom Boston, MA (until August 30, 2007) or, thereafter, Burlington, MA without your consent.     For purposes of this Agreement, a “Change of Control” with respect to a party means (a) thedirect or indirect acquisition, whether in one or a series of transactions, by any person orrelated person constituting a group, of (i) beneficial ownership of issued and outstanding sharesof stock of such party, the result of which is that such person or such group possesses in excessof fifty percent (50%) of the combined voting power of all then-issued and outstanding stock ofsuch party, or (ii) the power to elect, appoint, or cause the election or appointment of at least amajority of the members of the board of directors (or equivalent governing body) of such party; (b)a merger or consolidation of a party with a person, or a reorganization or recapitalization of aparty, provided that the result of such transaction, whether in one or a series of relatedtransactions, is that the holders of the outstanding voting stock of such party immediately priorto such consummation do not possess in excess of fifty percent (50%) of the combined voting powerof all of the then-issued and outstanding stock of such party or surviving person of such party,whether directly or indirectly, immediately after the consummation of such transaction; or (c) thesale or disposition, whether directly or indirectly, in one or a series of related transactions, ofsubstantially all of the assets of a party. For purposes of the preceding sentence, the terms“person,” “group” and “beneficial ownership” shall have the meanings given to such terms under theSecurities Exchange Act of 1934, as amended.**Lock-Up Agreement; Other Terms and Conditions:** All shares purchased upon exercise of thisOption are subject to the lock-up agreement set forth in Section 9 of the attached Terms andConditions and to the other terms of the Option and Plan.     IN WITNESS WHEREOF, the Company and the Employee have caused this instrument to be executed asof the Grant Date set forth above.   __________________________________________(Employee Signature and Date) COLOR KINETICS INCORPORATED10 Milk Street, Suite 1100Boston, MA 02108__________________________________________(Street Address) By:__________________________________________      William J. Sims      President & CEO__________________________________________(City/State/Zip Code)  
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**EXHIBIT A****Incentive Stock Option Agreement**