CYBEROPTICS CORPORATION EXHIBIT 4.5 TO FORM S-8 MAY, 2004




EXHIBIT 4.5  



CYBEROPTICS CORPORATION  



NONQUALIFIED STOCK OPTION AGREEMENT 



THIS AGREEMENT, made as of the 10th
of July, 2001 by and between CyberOptics Corporation, a Minnesota corporation (“the
Company”), and Thomas W. Bushman (“Employee”). 



WITNESSETH, THAT:  



WHEREAS, the Company wishes to grant
this stock option to Employee under its 1998 Stock Incentive Plan. 



NOW, THEREFORE, in consideration of
the premises and of the mutual covenants herein contained, the parties hereto hereby
agree as follows: 



1. Definitions  



        For
all purposes of this Option, the following terms shall have the meanings ascribed to them
below: 



	  	  	(a)  	  	An
“Adverse Change” in Employee’s employment shall mean the occurrence of any
of the following events:  






	  	  	  	(i)  	  	the assignment
to Employee of employment responsibilities which are not of comparable
responsibility and status as the employment responsibilities held by Employee
immediately prior to a Change in Control; 




	  	  	  	(ii)  	  	a reduction by
the Company in Employee’s compensation (including targeted bonus
compensation) as in effect immediately prior to a Change in Control;





	  	  	  	(iii)  	  	the
Company’s requiring Employee to be based anywhere after a Change of Control
other than within fifty (50) miles of Employee’s office location
immediately prior to a Change in Control, except for requirements of temporary
travel on the Company’s business to an extent substantially consistent with
Employee’s business travel obligations immediately prior to a Change in
Control; or 






	  	  	(b) 	  	“Change in
Control” shall mean: 






	  	  	  	(i)  	  	a change in
control of a nature that would be required to be reported in response to Item
6(e) of Schedule 14A of Regulation 14A promulgated under the Securities Exchange
Act of 1934, as amended (the “Exchange Act”), whether or not the
Company is then subject to such reporting requirement; 




	  	  	  	(ii)  	  	the public
announcement (which, for purposes of this definition, shall include, without
limitation, a report filed pursuant to Section 13(d) of the 








  









	  	Exchange Act) by
the Company or any “person” (as such term is used in Sections 13(d)
and 14(d) of the Exchange Act) that such person has become the “beneficial
owner”(as defined in Rule 13d-3 promulgated under the Exchange Act),
directly or indirectly, of securities of the Company representing 40% or more of
the combined voting power of the Company’s then outstanding securities;





	  	  	  	(iii)  	  	the Continuing
Directors cease to constitute a majority of the Company’s Board of
Directors; 




	  	  	  	(iv)  	  	the shareholders
of the Company approve (x) any consolidation or merger of the Company in which
the Company is not the continuing or surviving corporation or pursuant to which
shares of Company stock would be converted into cash, securities or other
property, other than a merger of the Company in which shareholders immediately
prior to the merger have the same proportionate ownership of stock of the
surviving corporation immediately after the merger; (y) any sale, lease,
exchange or other transfer (in one transaction or a series of related
transactions) of all or substantially all of the assets of the Company; or (z)
any plan of liquidation or dissolution of the Company; or 




	  	  	  	(v)  	  	the majority of
the Continuing Directors determine in their sole and absolute discretion that
there has been a change in control of the Company. 






	  	  	(c)  	  	“Code”
shall mean the Internal Revenue Code of 1986, as amended. 




	  	  	(d)  	  	
“Company” shall mean
CyberOptics Corporation, a Minnesota corporation, and with respect to any
reference to Employee’s employer, any subsidiary of CyberOptics
Corporation. 




	  	  	(e)  	  	“Common
Stock” shall mean the common stock, no par value, of the Company.





	  	  	(f)  	  	“Continuing
Director” shall mean any person who is a member of the Board of Directors
of the Company, while such person is a member of the Board of Directors, who is
not an Acquiring Person (as defined below) or an Affiliate or Associate (as
defined below) of an Acquiring Person, or a representative of an Acquiring
Person or of any such Affiliate or Associate, and who (x) was a member of the
Board of Directors on the effective date of this Option or (y) subsequently
becomes a member of the Board of Directors, if such person’s initial
nomination for election or initial election to the Board of Directors is
recommended or approved by a majority of the Continuing Directors. For purposes
of this subparagraph (ii), “Acquiring Person” shall mean any
“person” (as such term is used in Sections 13(d) and 14(d) of the
Exchange Act) who beneficially owns (as defined in Rule 13d-3 of the Exchange
Act), directly or indirectly, securities of the Company representing 40% or more
of the combined voting power of the Company’s then outstanding securities,
but shall not include the Company, any subsidiary of the Company or any employee
benefit plan of the Company or of any subsidiary of the Company or any entity
holding shares of Common Stock organized, appointed or established for, or
pursuant to the terms of, any such plan; and “Affiliate” and
“Associate” shall have the respective meanings ascribed to such terms
in Rule 12b-2 promulgated under the Exchange Act. 




	  	  	(g)  	  	“Disabled” or
“Disability” shall have the meaning attributed to it by Section
105(d)(4) of the Code or any successor section. 








  









	  	  	(h)  	  	“Option” shall
mean the right to purchase Common Stock of the Company represented by this
Agreement. 




	  	  	(i)  	  	 “Resign” or
“Resignation” shall mean the voluntary termination by Employee of
employment with the Company, unless the Company agrees, through its Board of
Directors, that such voluntary termination shall not constitute a resignation
for purposes of this Option. 






2. Grant of Option  



The Company hereby grants to
Employee, on the date set forth above and at the times and subject to the conditions set
forth below, the right and option to purchase all or any part of an aggregate of 10,000
of Common Stock at the price of $10.50 per share on the terms and conditions set forth
herein. This Option is not intended to be an incentive stock option within the meaning of
Section 422 of the Code. 



3. Duration and Exercisability  



	  	  	(a)  	  	Except as
provided in paragraph 3(b) or 4(b) below, this Option may not be exercised by
Employee until the expiration of one (1) year from the date hereof and shall
become exercisable on the first anniversary of the date hereof with respect to
25% of the shares subject hereto and with respect to an additional cumulative
25% of the shares subject to this Option on the anniversary of the date hereof
in each year thereafter until the fourth anniversary of the date hereof when
this Option shall be exercisable in full. This Option shall terminate in all
events five (5) years after the date of grant. 




	  	  	(b)  	  	Notwithstanding
Section 3(a), the exercisability of this Option shall be accelerated, and this
Option shall become exercisable with respect to all of the shares subject to
this Option on the date of, and in the event of, an Adverse Change in
Employee’s employment after a Change In Control. 




	  	  	(c)  	  	During the
lifetime of Employee, the Option shall be exercisable only by Employee and shall
not be assignable or transferable by Employee, other than by will or the laws of
descent and distribution. 






4. Effect of Termination of Employment  



	  	  	(a)  	  	In the event
that Employee (i) shall cease to be employed by the Company prior to a Change of
Control for any reason other than Employee’s gross and willful misconduct
or Employee’s death or Disability, or (ii) shall Resign after a Change of
Control and prior to an Adverse Change, then Employee shall have the right to
exercise the Option at any time within three months after such termination of
employment or Resignation to the extent of the full number of shares Employee
was entitled to purchase under the Option on the date of termination or
resignation, subject to the condition that no Option shall be exercisable after
the expiration of the term of the option. 




	  	  	(b)  	  	In the event
that Employee’s employment with the Company is terminated by the Company
within two years after a Change of Control, Employee shall have the right to
exercise the Option at any time within three months after such termination of
employment with respect to the full number of shares subject to this Option.





	  	  	(c)  	  	In the event
that Employee shall cease to be employed by the Company by reason of
Employee’s gross and willful misconduct during the course of employment,









  









	  	
including but not limited to wrongful appropriation of the Company funds or the
commission of a gross misdemeanor or felony, the option shall be terminated as
of the date of the misconduct. 




	  	  	(d)  	  	 If
Employee shall die while in the employ of the Company or within three months after
termination of employment for any reason other than gross and willful misconduct or
become Disabled while in the employ of the Company and Employee shall not have fully
exercised the option, such option may be exercised at any time within twelve months after
Employee’s death or Disability by the personal representatives or administrators, or
if applicable guardian, of Employee or by any person or persons to whom the option is
transferred by will or the applicable laws of descent and distribution, to the extent of
the full number of shares Employee was entitled to purchase under the option on the date
of death, Disability or termination of employment, if earlier, and subject to the
condition that no option shall be exercisable after the expiration of the term of the
option.  






5. Manner of Exercise  



	  	  	(a)  	  	The option can
be exercised only by Employee or other proper party by delivering within the
option period written notice to the Company at its principal office. The notice
shall state the number of shares as to which the option is being exercised and
be accompanied by payment in full of the option price for all shares designated
in the notice. 




	  	  	(b)  	  	Employee may pay
the option price by check (bank check, certified check or personal check) or
with the approval of the Company by delivering to the Company for cancellation
Common Stock of the Company with a fair market value equal to the option price;
provided, however, that Employee shall not be entitled to tender shares of the
Common Stock pursuant to successive, substantially simultaneous exercises of
this Option or any other stock option of the Company. For these purposes, the
fair market value of the Common Stock shall be as reasonably determined by the
Company but shall not be less than, if applicable, (i) the closing price of the
stock as reported for composite transactions, if the Common Stock is then traded
on a national securities exchange, (ii) the last sale price if the Common Stock
is then quoted on the NASDAQ National Market System or (iii) the average of the
closing representative bid and asked prices of the Common Stock as reported on
NASDAQ on the date as of which fair market value is being determined.







6. Miscellaneous  



	  	  	(a)  	  	This option is
issued pursuant to the Company’s 1998 Stock Incentive Plan and is subject
to its terms. The terms of the Plan are available for inspection during business
hours at the principal offices of the Company. 




	  	  	(b)  	  	This Agreement
shall not confer on Employee any right with respect to employment or continuance
of employment by the Company, nor will it interfere in any way with the right of
the Company to terminate such employment at any time. Employee shall have none
of the rights of a shareholder with respect to shares subject to this Option
until such shares shall have been issued to Employee upon exercise of this
Option. 








  









	  	  	(c)  	  	The exercise of
all or any parts of this Option shall only be effective at such time that the
sale of Common Stock pursuant to such exercise will not violate any state or
federal securities or other laws. 




	  	  	(d)  	  	If Employee
exercises all or any portion of the Option subsequent to any change in the
number or character of the Common Stock (through merger, consolidation,
reorganization, recapitalization, stock dividend or otherwise), Employee shall
then receive for the aggregate price paid by Employee on such exercise of the
Option, the number and type of securities or other consideration which Employee
would have received if such Option had been exercised prior to the event
changing the number or character of outstanding shares. 




	  	  	(e)  	  	The Company
shall at all times during the term of the Option reserve and keep available such
number of shares as will be sufficient to satisfy the requirements of this
Agreement. 




	  	  	(f)  	  	In order to
provide the Company with the opportunity to claim the benefit of any income tax
deduction which may be available to it upon the exercise of the Option, and 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 insure
that, if necessary, all applicable federal or state payroll, withholding, income
or other taxes are withheld or collected from Employee. Employee may elect to
satisfy his federal and state income tax withholding obligations upon exercise
of the Option by (i) having the Company withhold a portion of its common
shares otherwise to be delivered upon exercise of the Option having a fair
market value equal to the amount of federal and state income tax required to be
withheld upon such exercise, or (ii) delivering to the Company shares of
Common Stock other than the shares issuable upon exercise of the Option with a
fair market value equal to such taxes. 






IN WITNESS WHEREOF, the parties
hereto have caused this Agreement to be executed on the day and year first above written. 


	CYBEROPTICS CORPORATION  	EMPLOYEE  
	 
	 
	  /s/ Steven K. Case          
Steven K. Case
Chairman  	  /s/ Thomas W. Bushman          
Thomas W. Bushman