<PAGE>


                                                                    Exhibit 10.2

Our Employee Stock Purchase Program, previously reported on our Registration
Statement on Form S-1, File No. 333-114386, contains two errors from the version
actually approved by our stockholders. First, Section 3(b)(iii) (preventing
"highly compensated employees" (as defined by the Internal Revenue Code) from
receiving options under the plan) should have been deleted Also, Section 4
should have stated that the right to purchase stock hereunder shall be made
available by a series of six month offerings (not three month offerings). The
correct version is set forth herein

                           COLOR KINETICS INCORPORATED

                        2004 EMPLOYEE STOCK PURCHASE PLAN

   [AS ADOPTED IN APRIL 2004; SHARE AMOUNTS REFLECT ONE-FOR-TWO REVERSE STOCK
                SPLIT IN CONNECTION WITH INITIAL PUBLIC OFFERING]

SECTION 1. GENERAL PURPOSE OF THE PLAN.

The Color Kinetics Incorporated 2004 Employee Stock Purchase Plan (the "Plan")
is intended to provide a method whereby employees of Color Kinetics Incorporated
(the "Company") will have an opportunity to acquire an ownership interest (or
increase an existing ownership interest) in the Company through the purchase of
shares of the Common Stock of the Company. It is the intention of the Company
that the Plan qualify as an "employee stock purchase plan" under Section 423 of
the Internal Revenue Code of 1986, as amended (the "Code"). The provisions of
the Plan shall, accordingly, be construed so as to extend and limit
participation in a manner consistent with the requirements of that section of
the Code.

SECTION 2. DEFINITIONS.

      (a)   "Board" means the Board of Directors of the Company.

      (b)   "Committee" means the Compensation Committee of the Board.

      (c)   "Common Stock" means the common stock, $.001 par value per share, of
            the Company.

      (d)   "Company" shall also include any Parent or Subsidiary of Color
            Kinetics Incorporated designated by the Board, unless the context
            otherwise requires.

      (e)   "Compensation" means, for the purpose of any Offering pursuant to
            this Plan, an Employee's base pay at the rate in effect as of the
            Offering Commencement Date (as hereinafter defined). Compensation
            shall not include any deferred compensation other than salary
            reduction contributions under a cash or deferred arrangement
            pursuant to Section 401(k) of the Code, salary reduction amounts
            under a cafeteria plan pursuant to Section 125 of the Code, and
            salary reduction amounts pursuant to a qualified transportation
            fringe benefit program pursuant to Section 132(f) of the Code.

      (f)   "Employee" means any person who is customarily employed full time by
            the Company.

      (g)   "Parent" shall mean any present or future corporation which is or
            would constitute a "parent corporation" as that term is defined in
            Section 424 of the Code.

      (h)   "Subsidiary" shall mean any present or future corporation which is
            or would constitute a "subsidiary corporation" as that term is
            defined in Section 424 of the Code.

SECTION 3. ELIGIBILITY.

      (a)   Participation in the Plan is voluntary. Participation in any one or
            more of the offerings under the Plan shall neither limit, nor
            require, participation in any other offering.

                                       1
<PAGE>



      (b)   Each Employee shall be eligible to participate in the Plan on the
            first Offering Commencement Date, as hereafter defined, following
            the completion of three (3) full calendar months of continuous
            service with the Company. Notwithstanding the foregoing, no Employee
            shall be granted an option under the Plan:

            (i)   if, immediately after the grant, such Employee would own
                  stock, and/or hold outstanding options to purchase stock,
                  possessing 5% or more of the total combined voting power or
                  value of all classes of stock of the Company or any Parent or
                  Subsidiary; for purposes of this Section, the rules of Section
                  424(d) of the Code shall apply in determining stock ownership
                  of any Employee; or

            (ii)  if the grant, together with all other outstanding grants to
                  the Employee under any Section 423 employee stock purchase
                  plan of the Company or of any Parent or Subsidiary, would
                  permit the Employee to purchase in any calendar year stock
                  having an aggregate fair market value (determined in the
                  manner set forth in Section 7(b)(i) below at the time each
                  such option is granted) that is in excess of $25,000; provided
                  that, for purposes of this paragraph, the rules of Section
                  423(b)(8) of the Code shall apply.

SECTION 4. OFFERING DATES.

The right to purchase stock hereunder shall be made available by a series of six
month offerings (the "Offering" or "Offerings") to Employees eligible in
accordance with Section 3 hereof. The Committee will, in its discretion,
determine the applicable date of commencement ("Offering Commencement Date") and
termination date ("Offering Termination Date") for each Offering and the number
of Offerings to be made available under the Plan. Participation in any one or
more of the Offerings under the Plan shall neither limit, nor require,
participation in any other Offering.

SECTION 5. PARTICIPATION.

Any eligible Employee may become a participant by completing a payroll deduction
authorization form provided by the Company and filing it with the office of the
plan administrator appointed by the Committee (the "Plan Administrator") at
least 20 days prior to an applicable Offering Commencement Date. A participant
who purchases shares of Common Stock in one Offering will be deemed to have
elected to participate in each subsequent Offering, provided such participant is
eligible to participate during each such subsequent Offering and provided that
such participant has not specifically elected not to participate in such
subsequent Offering. Such participant will also be deemed to have authorized the
same rate of payroll deductions under Section 6 hereof for each such subsequent
Offering as in the immediately preceding Offering; provided however, that, at
least 20 days prior to the Offering Commencement Date for each new Offering, the
participant may elect to change such participant's payroll deductions by
submitting a new payroll deduction authorization form or elect not to
participate in the new Offering.

SECTION 6. PAYROLL DEDUCTIONS.

      (a)   At the time a participant files his or her authorization for a
            payroll deduction, he or she shall elect to have deductions made
            from his or her pay on each payday during any Offering in which he
            or she is a participant at a specified percentage of his or her
            Compensation; said percentage shall be in increments of one percent
            up to a maximum percentage of ten percent.

      (b)   Payroll deductions for a participant shall commence on the
            applicable Offering Commencement Date when his or her authorization
            for a payroll deduction becomes effective and subject to the last
            sentence of Section 5 shall end on the Offering Termination Date of
            the Offering to which such authorization is applicable unless sooner
            terminated by the participant as provided in Section 10.

      (c)   All payroll deductions made for a participant shall be credited to
            his or her account under the Plan. A participant may not make any
            separate cash payment into such account.

      (d)   A participant may withdraw from the Plan at any time during the
            applicable Offering period.

                                       2
<PAGE>



SECTION 7. GRANTING OF OPTION.

      (a) Except as provided in clause (ii) of Section 3(b), on the Offering
      Commencement Date of each Offering, a participating Employee shall be
      deemed to have been granted an option to purchase a maximum number of
      shares of the Common Stock equal to two times an amount determined as
      follows: (i) an amount equal to 85% of the market value per share of the
      Common Stock on the applicable Offering Commencement Date shall be divided
      into (ii) an amount equal to (A) the percentage of the Employee's
      Compensation which he or she has elected to have withheld (but no more
      than 10 %) multiplied by (B) the aggregate amount of the Compensation
      payable to the Employee over the Offering period. Such market value per
      share of the Common Stock shall be determined as provided in clause (i) of
      Section 7(b).

            (b)   The option price of the Common Stock purchased with payroll
                  deductions made during each such Offering for the account of a
                  participating Employee shall be 85% of the lower of:

                  (i)   the closing price per share as reported by a nationally
                        recognized stock exchange, or, if the Common Stock is
                        not listed on such an exchange, as reported by the
                        National Association of Securities Dealers Automated
                        Quotation System ("Nasdaq") National Market System or,
                        if the Common Stock is not listed on the Nasdaq National
                        Market System but is otherwise publicly traded
                        over-the-counter, 85% of the mean of the bid and asked
                        prices per share on the Offering Commencement Date or,
                        if the Common Stock is not traded over-the-counter, 85%
                        of the fair market value as determined by the Committee
                        (collectively, the "Market Value"), determined as of the
                        Offering Commencement Date; and

                  (ii)  the Market Value determined as of the Offering
                        Termination Date.

SECTION 8. EXERCISE OF OPTION.

      (a)   Unless a participant gives written notice to the Plan Administrator
            prior to the Offering Termination Date as hereinafter provided, his
            or her option for the purchase of Common Stock with payroll
            deductions made during any Offering will automatically be deemed to
            have been exercised on the Offering Termination Date applicable to
            such Offering for the purchase of the number of full shares of
            Common Stock which the accumulated payroll deductions in his or her
            account at that time will purchase at the applicable option price
            (but not in excess of the number of shares for which options have
            been granted the Employee pursuant to Section 7(a)), and any excess
            in his or her account at that time, other than amounts representing
            fractional shares, will be returned to him or her.

      (b)   Fractional shares will not be issued under the Plan and any
            accumulated payroll deductions which would have been used to
            purchase fractional shares shall be automatically carried forward to
            the next Offering unless the participant elects, by written notice
            to the Plan Administrator, to have the excess cash returned to him
            or her.

SECTION 9. DELIVERY OF SHARES.

The Company shall deliver to each participant (as promptly as possible after the
appropriate Offering Termination Date), a certificate representing the Common
Stock purchased upon exercise of his or her option.

SECTION 10. WITHDRAWAL AND TERMINATION.

      (a)   Prior to the Offering Termination Date for an Offering, any
            participant may withdraw the payroll deductions credited to his or
            her account under the Plan for such Offering by giving written
            notice to the Plan Administrator. All of the participant's payroll
            deductions credited to such account will be paid to him or her

                                        3
<PAGE>



            promptly after receipt of notice of withdrawal, without interest,
            and no future payroll deductions will be made from his or her pay
            during such Offering. The Company will treat any attempt to borrow
            by a participant on the security of accumulated payroll deductions
            as an election to withdraw such deductions.

      (b)   A participant's election not to participate in, or withdrawal from,
            any Offering will not have any effect upon his or her eligibility to
            participate in any succeeding Offering or in any similar plan which
            may hereafter be adopted by the Company.

      (c)   Upon termination of the participant's employment for any reason,
            including retirement but excluding death, the payroll deductions
            credited to his or her account will be returned to him or her, or,
            in the case of death, to the person or persons entitled thereto
            under Section 14.

      (d)   Upon termination of the participant's employment because of death,
            his or her beneficiary (as defined in Section 14) shall have the
            right to elect, by written notice given to the Plan Administrator
            prior to the expiration of a period of 90 days commencing with the
            date of the death of the participant, but not beyond the Offering
            Termination Date next following the date of death, either:

            (i)   to withdraw all of the payroll deductions credited to the
                  participant's account under the Plan; or

            (ii)  to exercise the participant's option for the purchase of stock
                  on the Offering Termination Date next following the date of
                  the participant's death for the purchase of the number of full
                  shares which the accumulated payroll deductions in the
                  participant's account at the date of the participant's death
                  will purchase at the applicable option price (subject to the
                  limitation contained in Section 7(a)), and any excess in such
                  account will be returned to said beneficiary. In the event
                  that no such written notice of election shall be duly received
                  by the office of the Plan Administrator, the beneficiary shall
                  automatically be deemed to have elected to withdraw the
                  payroll deductions credited to the participant's account at
                  the date of the participant's death and the same will be paid
                  promptly to said beneficiary.

SECTION 11. INTEREST.

No interest will be paid or allowed on any money paid into the Plan or credited
to the account of any participating Employee.

SECTION 12. STOCK.

      (a)   The maximum number of shares of Common Stock available for issuance
            and purchase by Employees under the Plan, subject to adjustment upon
            changes in capitalization of the Company as provided in Section 17,
            shall be 150,000 shares of Common Stock, par value $.001 per share,
            of the Company, which number shall increase on each of the First
            Five (5) anniversaries of the effective date of this Plan by an
            amount, if any, equal to the lesser of: (i) 50,000 shares or (ii) an
            amount determined by the Board. Notwithstanding the foregoing, the
            maximum cumulative number of shares of Stock available for issuance
            and purchase by Employees under the Plan is 400,000, subject to
            adjustment upon changes in capitalization of the Company as provided
            in Section 17. If the total number of shares for which options are
            exercised on any Offering Termination Date in accordance with
            Section 8 exceeds the maximum number of shares for the applicable
            Offering, the Company shall make a pro rata allocation of the shares
            available for delivery and distribution in an equitable manner, and
            the balances of payroll deductions credited to the account of each
            participant under the Plan shall be returned to the participant.

      (b)   The participant will have no interest in stock covered by his or her
            option until such option has been exercised.

SECTION 13. ADMINISTRATION.

The Plan shall be administered by the Committee. The interpretation and
construction of any provision of the Plan and adoption of rules and regulations
for administering the Plan shall be made by the Committee. Determinations made
by the Committee with respect to any matter or provision contained in the Plan
shall be final, conclusive and binding upon the Company and upon all
participants, their heirs or legal representatives. Any rule or regulation
adopted by the Committee shall remain in full force and effect unless and until
altered, amended, or repealed by the Committee.

                                        4
<PAGE>



SECTION 14. DESIGNATION OF BENEFICIARY.

A participant shall file with the Plan Administrator a written designation of a
beneficiary who is to receive any Common Stock and/or cash under the Plan. Such
designation of beneficiary may be changed by the participant at any time by
written notice. Upon the death of a participant and upon receipt by the Company
of proof of the identity and existence at the participant's death of a
beneficiary validly designated by him or her under the Plan, the Company shall
deliver such Common Stock and/or cash to such beneficiary. In the event of the
death of a participant and in the absence of a beneficiary validly designated
under the Plan who is living at the time of such participant's death, the
Company shall deliver such Common Stock and/or cash to the executor or
administrator of the estate of the participant. No beneficiary shall prior to
the death of the participant by whom he or she has been designated, acquire any
interest in the Common Stock and/or cash credited to the participant under the
Plan.

SECTION 15. TRANSFERABILITY.

Neither payroll deductions credited to a participant's account nor any rights
with regard to the exercise of an option or to receive Common Stock under the
Plan may be assigned, transferred, pledged, or otherwise disposed of in any way
by the participant other than by will or the laws of descent and distribution.
Any such attempted assignment, transfer, pledge, or other disposition shall be
without effect, except that the Company may treat such act as an election to
withdraw funds in accordance with Section 10.

SECTION 16. USE OF FUNDS.

All payroll deductions received or held by the Company under this Plan may be
used by the Company for any corporate purpose, and the Company shall not be
obligated to segregate such payroll deductions.

SECTION 17. EFFECT OF CHANGES OF COMMON STOCK.

If the Company shall subdivide or reclassify the Common Stock which has been or
may be subject to options under this Plan, or shall declare thereon any dividend
payable in shares of such Common Stock, or shall take any other action of a
similar nature affecting such Common Stock, then the number and class of shares
of Common Stock which may thereafter be subject to options under the Plan (in
the aggregate and to any participant) shall be adjusted accordingly and in the
case of each option outstanding at the time of any such action, the number and
class of shares which may thereafter be purchased pursuant to such option and
the option price per share shall be adjusted to such extent as may be determined
by the Committee, with the approval of independent public accountants and
counsel, to be necessary to preserve the rights of the holder of such option.

SECTION 18. AMENDMENT OR TERMINATION.

The Board may at any time terminate or amend the Plan. Except as provided in
Section 20 , no such termination shall affect options previously granted, nor
may an amendment make any change in any option theretofore granted which would
adversely affect the rights of any participant holding options under the Plan
without the consent of such participant.

SECTION 19. NOTICES.

All notices or other communications by a participant to the Company under or in
connection with the Plan shall be deemed to have been duly given when received
by the Plan Administrator.

SECTION 20. EFFECT OF CERTAIN TRANSACTIONS.

If the Company is a party to a reorganization or merger with one or more other
corporations, whether or not the Company is the surviving or resulting
corporation, or if the Company consolidates with or into one or more other
corporations, or if the Company is liquidated or sells or otherwise disposes of
substantially all of its assets to another corporation (each hereinafter
referred to as a "Transaction"), in any such event while an Offering is in
progress under Section 4 hereof, then: (i) after the effective date of such
Transaction options shall remain outstanding and shall be exercisable in shares
of common Stock, or, if applicable, shares of such stock or other securities,
cash or property as the holders of shares of Common Stock received pursuant to
the terms of such transaction; or (ii) the Board may accelerate the Offering
Termination Date to a date coincident with or prior to the effective date of
such Transaction.

                                        5
<PAGE>


SECTION 21. APPROVAL OF STOCKHOLDERS.

The Plan is subject to the approval of the stockholders of the Company at their
next annual meeting or at any special meeting of the stockholders for which one
of the purposes shall be to act upon the Plan.

SECTION 22. GOVERNMENTAL AND OTHER REGULATIONS.

      THE PLAN, AND THE GRANT AND EXERCISE OF THE RIGHTS TO PURCHASE SHARES
      HEREUNDER, AND THE COMPANY'S OBLIGATION TO SELL AND DELIVER SHARES UPON
      THE EXERCISE OF RIGHTS TO PURCHASE SHARES, SHALL BE SUBJECT TO ALL
      APPLICABLE FEDERAL, STATE AND FOREIGN LAWS, RULES AND REGULATIONS, AND TO
      SUCH APPROVALS BY ANY REGULATORY OR GOVERNMENTAL AGENCY AS MAY, IN THE
      OPINION OF COUNSEL FOR THE COMPANY, BE REQUIRED. THE PLAN SHALL BE
      GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE PROVISIONS
      OF SECTIONS 421, 423 AND 424 OF THE CODE AND THE SUBSTANTIVE LAWS OF THE
      COMMONWEALTH OF MASSACHUSETTS. IN THE EVENT OF ANY INCONSISTENCY BETWEEN
      SUCH PROVISIONS OF THE CODE AND ANY SUCH LAWS, SUCH PROVISIONS OF THE CODE
      SHALL GOVERN TO THE EXTENT NECESSARY TO PRESERVE FAVORABLE FEDERAL INCOME
      TAX TREATMENT AFFORDED EMPLOYEE STOCK PURCHASE PLANS UNDER SECTION 423 OF
      THE CODE.

                                      * * *

                                        6