**Exhibit 10.39****[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:** Upon a Change in Control, then,provided you sign 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 suchChange in Control (after giving effect to any applicable revocation periods in the ReleaseAgreement). For purposes of clarity, in the case of a Change in Control in which the considerationreceived by holders of the Company’s common stock consists entirely of cash, options vesting at orpost the Change in Control are cash settlement instruments, payable at the difference between theChange in Control purchase price and the exercise price.     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.        COLOR KINETICS INCORPORATED (Employee Signature and Date) 10 Milk Street, Suite 1100   Boston, MA 02108       (Street Address) By:       David K. Johnson     Sr. Vice President and CFO       (City/State/Zip Code)     
 

 
**EXHIBIT A****Incentive Stock Option Agreement****Terms and Conditions****Color Kinetics Incorporated 2004****Stock Incentive Plan**     This option is granted pursuant to and governed by the Company’s 2004 Stock Incentive Plan(the “Plan”) and, unless the context otherwise requires, terms used herein shall have the samemeaning as in the Plan. Determinations made in connection with this Option pursuant to the Planshall be governed by the Plan as it exists on the Grant Date.     Section 1. **Grant of Option.**Subject to the terms and conditions hereinafter set forth, theHolder is hereby given the right and option to purchase from the Company shares of the Company’sCommon Stock, $.001 par value per share (the “Common Stock”). The Incentive Stock Option Agreementto which these Terms and Conditions are attached sets forth (i) the expiration date of the Option,(ii) its exercise price per share, (iii) the maximum number of shares that the Holder may purchaseupon exercise hereof, (iv) the vesting schedule and (v) certain other terms and conditionsapplicable to this Option and incorporated herein. The right to purchase shares hereunder shall becumulative.     This Option is and shall be subject in every respect to the provisions of the Company’s2004 Stock Incentive Plan, as amended from time to time, which is incorporated herein by referenceand made a part hereof. The Holder hereby accepts this Option subject to all the terms andprovisions of the Plan and agrees that (i) in the event of any conflict between the terms hereofand those of the Plan, the latter shall prevail, and (ii) all decisions under and interpretationsof the Plan by the Board of Directors of the Company (the “Board”) or the Committee shall be final,binding and conclusive upon the Holder and his heirs and legal representatives. References hereinto the “Committee” shall mean the Committee as defined in the Plan.     Although this Option is intended to qualify as an incentive stock option under the InternalRevenue Code of 1986, as amended, the Company makes no representation as to the tax treatment tothe Holder upon receipt or exercise of this Option or sale or other disposition of the sharescovered by this Option .     Section 2. **Exercise of Option.**This Option may be exercised only to the extent such Optionhas vested pursuant to the terms of Section 1. Purchase of any shares hereunder shall be made bydelivery to the Company of a written notice of exercise (the “Notice”) setting forth the number ofshares with respect to which the Option is being exercised and the address to which the certificatefor such shares is to be mailed, accompanied by:     (i) cash, certified or bank check or postal money order payable to the order of theCompany for an amount equal to the Option price of such shares;     (ii) with the consent of the Committee, shares of Common Stock of the Company which(a) either have been purchased by the Holder on the open market, or (b) have beenbeneficially owned by the Holder for a period of at least six months and are not thensubject to restriction under any Company plan (“mature shares”); such surrendered sharesshall have a fair market value equal to or less than the Option price of such shares andshall be accompanied by cash or a certified or bank check or postal money order in an amountequal to the difference, if any, between the Option price of such shares and the fair marketvalue of such shares;     (iii) with the consent of the Committee, a personal recourse note issued by the Holderto the Company in a principal amount equal to such aggregate exercise price and with suchother terms, including interest rate and maturity, as the Company may determine in itsdiscretion, provided that the interest rate borne by such note shall not be less than thelowest applicable federal rate, as defined in Section 1274(d) of the Internal Revenue Codeof 1986, as amended.     (iv) with the consent of the Committee, if the class of Common Stock is registeredunder the Securities Exchange Act of 1934 at that time, subject to rules as may beestablished by the Committee, irrevocable instructions
 

 
to a broker to promptly deliver to the Company cash or a check payable and acceptableto the Company for the purchase price;     (v) with the consent of the Committee, instructions to reduce the number of sharesotherwise issuable to the Holder upon the exercise of the Option by a number of shares ofCommon Stock having a fair market equal to the aggregate exercise price; provided, however,that the Holder otherwise owns an equal number of mature shares; or     (vi) with the consent of the Committee, a combination of (i), (ii), (iii), (iv) and/or (v).     For the purpose of the foregoing, the fair market value per share of the Common Stock sodelivered to the Company shall be the closing price per share on the date of delivery as reportedby such registered national securities exchange on which the Common Stock is listed, or, if theCommon Stock is not listed on such an exchange, as quoted on NASDAQ; provided, that, if there is notrading on such date, the fair market value shall be deemed to be the closing price per share onthe last preceding date on which the Common Stock was traded. If the Common Stock is not listed onany national registered securities exchange or quoted on NASDAQ, the fair market value of theCommon Stock shall be determined in good faith by the Committee.     Section 3. **Conditions and Limitations.**The Company, in its discretion, may file aregistration statement on Form S-8 under the Securities Act of 1933 to register shares of CommonStock reserved for issuance under the Plan. At any time at which such a registration statement isnot in effect, it shall be an additional condition precedent to any exercise of this Option thatthe Holder shall deliver to the Company a customary “investment letter” satisfactory to the Companyand its counsel in which, among other things, the Holder shall state that the Holder is purchasingthe shares for investment and acknowledges that they are not freely transferable except incompliance with state and federal securities laws.
 

 
     Section 4. **Delivery of Shares.**Within a reasonable time after receipt by the Company of theNotice and payment for any shares to be purchased hereunder and, if required as a condition toexercise, the investment letter described in Section 3, the Company will deliver or cause to bedelivered to the Holder (or if any other individual or individuals are exercising this Option, tosuch individual or individuals) at the address specified in the Notice a certificate orcertificates for the number of shares with respect to which the Option is then being exercised,registered in the name or names of the individual or individuals exercising the Option, eitheralone or jointly with another person or persons with rights of survivorship, as the individual orindividuals exercising the Option shall prescribe in writing to the Company at or prior to suchpurchase; provided, however, that if any law or regulation or order of the Securities and ExchangeCommission or other body having jurisdiction in the premises shall require the Company or theHolder (or the individual or individuals exercising this Option) to take any action in connectionwith the shares then being purchased, the date for the delivery of the certificates for such sharesshall be extended for the period necessary to take and complete such action, it being understoodthat the Company shall have no obligation to take and complete any such action. The Company mayimprint upon such certificate the legend set forth in the Plan or such other legends referencingstock transfer restrictions which counsel for the Company considers appropriate. Delivery by theCompany of the certificates for such shares shall be deemed effected for all purposes when theCompany or a stock transfer agent of the Company shall have deposited such certificates in theUnited States mail, addressed to the Holder, at the address specified in the Notice.     Section 5. **Adjustments Upon Changes in Capitalization.**The existence of this Option shall notaffect in any way the right or power of the Company or its stockholders to make or authorize any orall adjustments, recapitalizations, reorganizations or other changes in the Company’s capitalstructure or its business, or any merger or consolidation of the Company, or any issue of CommonStock, or any issue of bonds, debentures, preferred or prior preference stock or other capitalstock ahead of or affecting the Common Stock or the rights thereof, or the dissolution orliquidation of the Company, or any sale or transfer of all or any part of its assets or business,or any other corporate act or proceeding, whether of a similar character or otherwise.     If the Company shall effect a stock dividend, stock split or similar change in capitalizationaffecting the shares of Common Stock outstanding, in any such case without receiving compensationtherefor in money, services or property, then the number, class, and price per share of shares ofCommon Stock subject to this Option shall be appropriately adjusted in such a manner as to entitlethe Holder to receive upon exercise of this Option, for the same aggregate cash consideration, thesame total number and class of shares as the Holder would have received as a result of the eventrequiring the adjustment had the Holder exercised this Option in full immediately prior to suchevent.     Except as hereinbefore expressly provided, the issue by the Company of shares of stock of anyclass, or securities convertible into shares of stock of any class, for cash or property, or forlabor or services, either upon direct sale or upon the exercise of rights or warrants to subscribetherefor, or upon the conversion of shares or obligations of the Company convertible into suchshares or other securities, shall not affect, and no adjustment by reason therefor shall be madewith respect to, the number or price of shares of Common Stock then subject to option.     Section 6. **Effect of Certain Transactions.**After a merger of one or more corporations with orinto the Company or after a consolidation of the Company and one or more corporations in which thestockholders of the Company immediately prior to such merger or consolidation own after such mergeror consolidation shares representing at least fifty percent (50%) of the voting power of theCompany or the surviving or resulting corporation, as the case may be, the Holder shall, at noadditional cost, be entitled upon exercise of this Option to receive in lieu of the shares ofCommon Stock as to which this Option was exercisable immediately prior to such event, the numberand class of shares of stock or other securities, cash or property (including, without limitation,shares of stock or other securities of another corporation or Common Stock) to which the Holderwould have been entitled pursuant to the terms of the agreement of merger or consolidation if,immediately prior to such merger or consolidation, the Holder had been the holder of record of anumber of shares of Common Stock equal to the number of shares for which this Option shall be soexercised.     If the Company is merged with or into or consolidated with another corporation, other than amerger or consolidation in which the stockholders of the Company immediately prior to such mergeror consolidation continue to own after such merger or consolidation shares representing at leastfifty percent (50%) of the voting power of the Company or the surviving or resulting corporation,as the case may be, or if the Company is liquidated, or sells or otherwise disposes ofsubstantially all its assets to another corporation while this Option remains outstanding, then     (i) subject to the provisions of clause (ii) below, after the effective date of suchmerger, consolidation, liquidation, sale or disposition, as the case may be, the Holder ofthis Option shall be entitled, upon exercise of this
 

 
Option, to receive, in lieu of the shares of Common Stock as to which this Option wasexercisable immediately prior to such event, the number and class of shares of stock orother securities, cash or property (including, without limitation, shares of stock or othersecurities of another corporation or Common Stock) to which the Holder would have beenentitled pursuant to the terms of the merger, consolidation, liquidation, sale ordisposition if, immediately prior to such event, the Holder had been the holder of a numberof shares of Common Stock equal to the number of shares as to which such Option shall be soexercised; or     (ii) this Option may be canceled by the Committee as of the effective date of any suchmerger, consolidation, liquidation, sale or disposition provided that (x) notice of suchcancellation shall be given to the Holder and (y) the Holder shall have the right toexercise this Option to the extent that the same is then exercisable or, if the Committeeshall have accelerated the time for exercise of this Option pursuant to clause (ii) above,in full during the 10-day period preceding and including the effective date of such merger,consolidation, liquidation, sale or disposition.     Section 7. **Rights of Holder.**No person shall, by virtue of the granting of this Option tothe Holder, be deemed to be a holder of any shares purchasable under this Option or to be entitledto the rights or privileges of a holder of such shares unless and until this Option has beenexercised with respect to such shares and they have been issued pursuant to that exercise of thisOption.     The granting of this Option shall not impose upon the Company any obligations to employ or tocontinue to employ the Holder; and the right of the Company to terminate the employment of theHolder shall not be diminished or affected by reason of the fact that this Option has been grantedto the Holder.     The Company shall, at all times while any portion of this Option is outstanding, reserve andkeep available, out of shares of its authorized and unissued stock or reacquired shares, asufficient number of shares of its Common Stock to satisfy the requirements of this Option; shallcomply with the terms of this Option promptly upon exercise of the Option rights; and shall pay allfees or expenses necessarily incurred by the Company in connection with the issuance and deliveryof shares pursuant to the exercise of this Option.     Section 8. **Transfer and Termination.**This Option is not transferable by the Holder otherwisethan by will or under the laws of descent and distribution.     This Option is exercisable, during the Holder’s lifetime, only by the Holder, and by theHolder only while the Holder is an employee of the Company, except that if the Holder’s employmentby the Company terminates for any reason other than death, Disability (as defined in the Plan),Normal Retirement (as defined in the Plan) or for Cause, the Holder shall have the right toexercise this Option within thirty (30) days after the date of such termination of employment (butnot later than the expiration date of this Option) with respect to shares which were purchasable bythe Holder by exercise of this Option at the time of said termination of employment.     As used herein, “Cause” shall mean (x) any material breach by the Holder of any agreement towhich the Holder and the Company (or any parent or subsidiary) are both parties, (y) any act (otherthan retirement) or omission to act by the Holder which may have a material and adverse effect onthe business of the Company (or any parent or subsidiary) or on the Holder’s ability to performservices for the Company (or any parent or subsidiary), including, without limitation, thecommission of any crime (other than ordinary traffic violations), or (z) any material misconduct ormaterial neglect of duties by the Holder in connection with the business or affairs of the Company(or any parent or subsidiary) or any affiliate of the Company (or any such parent or subsidiary).     In the event of the Normal Retirement or Disability of the Holder while the Holder is in theemploy of the Company (or any parent or subsidiary of the Company) and before the expiration dateof this Option, this Option shall terminate on the earlier of its expiration date or ninety (90)days from the date of said Normal Retirement or Disability.     In the event of the death of the Holder while the Holder is in the employ of the Company (orany parent or subsidiary of the Company) and before the expiration date of this Option, this Optionshall terminate on the earlier of its expiration date or a date one hundred eighty (180) days afterthe date of his or her death. After the death of the Holder, the Holder’s executors,administrators or any person or persons to whom the Holder’s Option has been transferred by will orby the laws of descent and distribution shall have the right to exercise this Option at any timeprior to the earlier of the date of expiration of this Option or one hundred eighty (180) daysafter the date of the death of the original Holder.
 

 
     Section 9. **Lock-Up Agreement.**The Holder agrees for a period of up to 180 days from theeffective date of any registration of securities of the Company (upon request of the Company or theunderwriters managing any underwritten offering of the Company’s securities), not to sell, make anyshort sale of, loan, grant any option for the purchase of, or otherwise dispose of any sharesissued pursuant to the exercise of such Option, without the prior written consent of the Company orsuch underwriters, as the case may be.     Section 10. **Notification of Disqualifying Disposition**. The Holder agrees to notify theCompany in writing immediately after making a Disqualifying Disposition of any shares of CommonStock received pursuant to the exercise of this Option. The Holder also agrees to provide theCompany with any information that the Company shall request concerning any such DisqualifyingDisposition.          10.1 **Disqualifying Disposition**. A “Disqualifying Disposition” shall have the meaningspecified in Section 421(b) of the Internal Revenue Code of 1986, as amended, or any successorprovision; as of the date of grant of this Option, a Disqualifying Disposition is any disposition(including any sale) of such shares before the *later*of (i) the second anniversary of the date ofgrant of this Option or (ii) the first anniversary of the date on which the Holder acquired suchshares by exercising this Option, *provided*that such holding period requirements terminate upon thedeath of the Holder.          10.2 **Forfeiture of Favorable Tax Treatment**. The Holder acknowledges that he or she willforfeit the favorable income tax treatment otherwise available with respect to the exercise of thisOption if he or she makes a Disqualifying Disposition of shares received upon exercise of thisOption.     Section 11. **Withholding of Taxes**.          11.1 **Upon a Disqualifying Disposition**. If the Company in its discretion determines that itis obligated to withhold tax with respect to a Disqualifying Disposition of shares of Common Stockreceived on exercise of this Option, the Holder agrees that the Company may withhold from theHolder’s wages, or other amounts due to the Holder from the Company, the appropriate amount offederal, state or local withholding taxes attributable to such Disqualifying Disposition.          11.2 **Upon Treatment as a Non-Statutory Option**. If any portion of this Option is treated as aNon-Statutory Option (as defined in the Plan), the Holder hereby agrees that the Company maywithhold from the Holder’s wages, or other amounts due to the Holder from the Company, theappropriate amount of federal, state and local withholding taxes attributable to the Holder’sexercise of such Non-Statutory Option.          11.3 **Election as to Method of Satisfying Withholding Obligation**. At the Holder’s election,the amount required to be withheld may be satisfied, in whole or in part, by: (i) authorizing theCompany to withhold from shares of Common Stock to be issued pursuant to the exercise of suchNon-Statutory Option a number of shares with an aggregate fair market value that would satisfy theminimum withholding amount due with respect to such exercise, or (ii) transferring to the Company asufficient number of mature shares of Common Stock with an aggregate fair market value that wouldsatisfy the minimum withholding amount due.           11.4 **Agreement to Reimburse Company for Withholding Obligation**. The Holder further agreesthat, if the Company does not withhold an amount from the Holder’s wages sufficient to satisfy theCompany’s withholding obligation, the Holder will reimburse the Company on demand, in cash, for theamount underwithheld.     Section 12. **Notice.**Any notice to be given to the Company hereunder shall be deemedsufficient if addressed to the Company and delivered by hand or by mail to the Chief FinancialOfficer of the Company, 10 Milk Street, Suite 1100, Boston , Massachusetts 02108, or such otheraddress as the Company may hereafter designate.     Any notice to be given to the Holder hereunder shall be deemed sufficient if addressed to anddelivered in person to the Holder or when deposited in the mail, postage prepaid, addressed to theHolder at the Holder’s address furnished to the Company.     Section 13. **Government and Other Regulations.**This Option is subject to all laws, regulationsand orders of any governmental authority which may be applicable thereto and, notwithstanding anyof the provisions hereof, the Holder agrees that the Holder will not exercise the Option grantedhereby nor will the Company be obligated to issue or sell any shares of stock hereunder if theexercise thereof or the issuance or sale of such shares, as the case may be, would constitute aviolation by the Holder or the Company of any such law, regulation or order or any provisionthereof. The Company shall not be
 

 
obligated to take any affirmative action in order to cause the exercise of this Option or theissuance or sale of shares pursuant hereto to comply with any such law, regulation, order orprovision.     Section 14. **Governing Law.**This Option shall be governed by, and construed and enforced inaccordance with, the substantive laws of The Commonwealth of Massachusetts.