**Exhibit 10.40****[CEO]****COLOR KINETICS INCORPORATED****Non-Statutory 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         (City/State/Zip Code)   Sr. Vice President and CFO  
 

 
**EXHIBIT A****Non-Statutory Stock Option Agreement**