CYBEROPTICS CORPORATION EXHIBIT 4.1 TO FORM S-8 MAY, 2004






EXHIBIT 4.1  




As Amended
By the
Board on March 24, 2003 




CYBEROPTICS
CORPORATION
1992 EMPLOYEE STOCK PURCHASE PLAN 




ARTICLE I. INTRODUCTION 



        Section
1.01 Purpose. The purpose of the CYBEROPTICS CORPORATION 1992 EMPLOYEE
STOCK PURCHASE PLAN (the “Plan”) is to provide employees of
CYBEROPTICS CORPORATION, a Minnesota corporation (the
“Company”), and certain related corporations with an opportunity to
share in the ownership of the Company by providing them with a convenient means
for regular and systematic purchases of the Company’s Common Shares,
without par value, and, thus, to develop a stronger incentive to work for the
continued success of the Company. 



        Section
1.02 Rules of Interpretation. It is intended that the Plan be an
“employee stock purchase plan” as defined in Section 423(b) of the Internal
Revenue Code of 1986, as amended (the “Code”), and Treasury Regulations
promulgated thereunder. Accordingly, the Plan shall be interpreted and administered in a
manner consistent therewith if so approved. All Participants in the Plan will have the
same rights and privileges consistent with the provisions of the Plan. 



        Section
1.03 Definitions. For purposes of the Plan, the following terms will have the
meanings set forth below: 



        (a)       “Acceleration Date” means
the earlier of the date of shareholder approval or approval by the Company’s Board
of Directors of (i) any consolidation or merger of the Company in which the Company is
not the continuing or surviving corporation or pursuant to which Company Common Shares
would be converted into cash, securities or other property, other than a merger of the
Company in which shareholders of the Company immediately prior to the merger have the
same proportionate share ownership in the surviving corporation immediately after the
merger; (ii) any sale, 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 (iii)
any plan of liquidation or dissolution of the Company.  



        (b)       “Affiliate” means
any subsidiary corporation of the Company, as defined in Section 424(f) of the
Code, whether now or hereafter acquired or established. 



        (c)       “Committee” means
the committee described in Section 10.01.  



        (d)       “Company” means
CyberOptics Corporation, a Minnesota corporation, any subsidiary of the Company
and any successors to the Company by merger or consolidation as contemplated by
Article XI herein. 





  









        (e)       “Current Compensation” means
all regular wage, salary and commission payments paid by the Company to a
Participant in accordance with the terms of his or her employment, including
bonus payments and all other forms of special compensation. 



        (f)       “Fair Market Value” as
of a given date means such value of the Common Shares as reasonably determined
by the Committee in a manner consistent with Section 423 of the Code.




        (g)       “Participant” means
a Full-Time Employee who is eligible to participate in the Plan under Section
2.01 and who has elected to participate in the Plan. 



        (h)       “Participating Affiliate” means
an Affiliate which has been designated by the Committee in advance of the
Purchase Period in question as a corporation whose eligible Full-Time Employees
may participate in the Plan. 



        (i)       “Full-Time Employee” means
an employee of the Company or a Participating Affiliate as of the first day of a
Purchase Period, including an officer or director who is also an employee, but
excluding employees (I) whose customary employment is less than 20 hours per
week, (II) who have not yet completed six months of employment, or (III) whose
customary employment is not more than 5 months in a calendar year. 



        (j)       “Plan” means
the CyberOptics Corporation 1992 Employee Stock Purchase Plan, as amended, the
provisions of which are set forth herein. 



        (k)       “Purchase Period” means
each of the 12-month periods beginning on the first business day in August of
each year and ending on the last business day in the following July,
respectively. 



        (l)       “Common Shares” means
the Company’s Common Shares, without par value, as such Shares may be
adjusted for changes in the Shares or the Company as contemplated by Article XI
herein. 



        (m)       “Share Purchase Account” means
the account maintained on the books and records of the Company recording the
amount received from each Participant through payroll deductions made under the
Plan and from the Company through matching contributions. 




ARTICLE II. 
ELIGIBILITY AND PARTICIPATION 



        Section
2.01 Eligible Employees. All Full-Time Employees shall be eligible to
participate in the Plan beginning on the first day of the first Purchase Period to
commence after such person becomes a Full-Time Employee. Subject to the provisions of
Article VI, each such employee will continue to be eligible to participate in the Plan so
long as he or she remains a Full-Time Employee.  



        Section
2.02 Election to Participate. An eligible Full-Time Employee may
elect to participate in the Plan for a given Purchase Period by filing with the Company,
in advance of that Purchase Period and in accordance with such terms and conditions as the
Committee in its sole discretion may impose, a form provided by the Company for such
purpose (which authorizes regular payroll deductions from Current Compensation beginning
with the first 





  









payday in that Purchase Period and
continuing until the employee withdraws from the Plan or ceases to be eligible to
participate in the Plan). 



        Section
2.03 LimitsonSharesPurchased. No employee shall be granted
any right to purchase Common Shares hereunder if such employee, immediately after such a
right to purchase is granted, would own, directly or indirectly, within the meaning of
Section 423(b)(3) and Section 424(d) of the Code, Common Shares possessing 5% or more of
the total combined voting power or value of all the classes of the capital shares of the
Company or of all Affiliates.  



        Section
2.04 Voluntary Participation. Participation in the Plan on the part of a
Participant is voluntary and such participation is not a condition of employment nor does
participation in the Plan entitle a Participant to be retained as an employee. 




ARTICLE III. PAYROLL
DEDUCTIONS, COMPANY CONTRIBUTIONS AND SHARE PURCHASE ACCOUNT 



        Section
3.01 Deduction from Pay. The form described in Section 2.02 will
permit a Participant to elect payroll deductions of not less than 1% and not more than 10%
of such Participant’s Current Compensation for each pay period, subject to such other
limitations as the Committee in its sole discretion may impose. 



        Section
3.02 Interest and Company Contributions. The Company may, in
the sole discretion of and subject to such limitations as the Committee may impose, pay
interest with respect to each Participant’s Share Purchase Account. 



        Section
3.03 Credit to Account. Payroll deductions will be credited to the
Participant’s Share Purchase Account on each payday. 



        Section
3.04 Nature of Account. The Share Purchase Account is established
solely for accounting purposes, and all amounts credited to the Share Purchase Account
will remain part of the general assets of the Company or the Participating Affiliate (as
the case may be). 



        Section
3.05 No Additional Contributions. A Participant may not make any
payment into the Share Purchase Account other than the payroll deductions made pursuant to
the Plan. 











  










ARTICLE IV. RIGHT
TO PURCHASE SHARES 



        Section
4.01 Number of Shares. Each Participant will have the right to
purchase on the last business day of the Purchase Period all, but not less than all, of
the largest number of whole Common Shares that can be purchased at the price specified in
Section 4.02 with the entire credit balance in the Participant’s Share Purchase
Account, subject to the limitations that (a) no more than 10,000 Common Shares may be
purchased under the Plan by any one Participant for a given Purchase Period, (b) in
accordance with Section 423(b)(8) of the Code, no more than $25,000 in Fair Market Value
(determined at the beginning of each Purchase Period) of Common Shares and other shares
may be purchased under the Plan and all other employee share purchase plans (if any) of
the Company and the Affiliates by any one Participant for any calendar year and (c) if the
purchases for all Participants in any Purchase Period would result in the sale of more
than 100,000 Common Shares in the aggregate under the Plan for such Purchase Period, each
Participant shall be allocated a pro rata portion of the 100,000 Common Shares to be sold
for that Purchase Period. If the purchases for all Participants would otherwise cause the
aggregate number of Common Shares to be sold under the Plan to exceed the number specified
in Section 10.03, each Participant shall be allocated a pro rata portion of the Common
Shares to be sold. 



        Section
4.02 Purchase Price. The purchase price for any Purchase Period shall be the
lesser of (a) 85% of the Fair Market Value of the Common Shares on the first business day
of that Purchase Period or (b) 85% of the Fair Market Value of the Common Shares on the
last business day of that Purchase Period, in each case rounded up to the next higher full
cent. 




ARTICLE V. EXERCISE
OF RIGHT 



        Section
5.01 Purchase of Shares. On the last business day of a Purchase
Period, the entire credit balance in each Participant’s Share Purchase Account will
be used to purchase the largest number of whole Common Shares purchasable with such amount
(subject to the limitations of Section 4.01), unless the Participant has filed with the
Company, in advance of that date and subject to such terms and conditions as the Committee
in its sole discretion may impose, a form provided by the Company which requests the
distribution of the entire credit balance in cash. 



        Section
5.02 Cash Distributions. Any amount remaining in a Participant’s Share
Purchase Account after the last business day of a Purchase Period will be paid to the
Participant in cash in a timely fashion after the end of that Purchase Period. 



        Section
5.03 Notice of Acceleration Date. The Company shall use its
best efforts to notify each Participant in writing at least ten days prior to any
Acceleration Date that the then current Purchase Period will end on such Acceleration
Date. 



ARTICLE VI. WITHDRAWAL
FROM PLAN; SALE OF SHARES  



        Section
6.01 Voluntary Withdrawal. A Participant may, in accordance with such terms
and conditions as the Committee in its sole discretion may impose, withdraw from the Plan
and cease making payroll deductions by filing with the Company a form provided for this
purpose. In such event, the entire credit balance in the Participant’s Share Purchase
Account will be paid to the Participant in cash within 30 days. A Participant who
withdraws from the Plan will not be eligible to reenter the Plan until the beginning of
the next Purchase Period following the date of such withdrawal. 





  









        Section
6.02 Death. Subject to such terms and conditions as the Committee in its sole
discretion may impose, upon the death of a Participant, no further amounts shall be
credited to the Participant’s Share Purchase Account. Thereafter, on the last
business day of the Purchase Period during which such Participant’s death occurred
and in accordance with Section 5.01, the entire credit balance in such Participant’s
Share Purchase Account will be used to purchase Common Shares, unless such
Participant’s estate has filed with the Company, in advance of that day and subject
to such terms and conditions as the Committee in its sole discretion may impose, a form
provided by the Company which elects to have the entire credit balance in such
Participant’s Shares Account distributed in cash within 30 days after the end of that
Purchase Period or at such earlier time as the Committee in its sole discretion may
decide. Each Participant, however, may designate one or more beneficiaries who, upon
death, are to receive the Common Shares or the amount that otherwise would have been
distributed or paid to the Participant’s estate and may change or revoke any such
designation from time to time. No such designation, change or revocation will be effective
unless made by the Participant in writing and filed with the Company during the
Participant’s lifetime. Unless the Participant has otherwise specified the
beneficiary designation, the beneficiary or beneficiaries so designated will become fixed
as of the date of the death of the Participant so that, if a beneficiary survives the
Participant but dies before the receipt of the payment due such beneficiary, the payment
will be made to such beneficiary’s estate. 



        Section
6.03 Termination of Employment. Subject to such terms and conditions
as the Committee in its sole discretion may impose, upon a Participant’s normal or
early retirement with the consent of the Company under any pension or retirement plan of
the Company or Participating Affiliate, no further amounts shall be credited to the
Participant’s Share Purchase Account. Thereafter, on the last business day of the
Purchase Period during which such Participant’s approved retirement occurred and in
accordance with Section 5.01, the entire credit balance in such Participant’s Share
Purchase Account will be used to purchase Common Shares, unless such Participant has filed
with the Company, in advance of that day and subject to such terms and conditions as the
Committee in its sole discretion may impose, a form provided by the Company which elects
to receive the entire credit balance in such Participant’s Share Purchase Account in
cash within 30 days after the end of that Purchase Period, provided that such Participant
shall have no right to purchase Common Shares in the event that the last day of such a
Purchase Period occurs more than three months following the termination of such
Participant’s employment with the Company by reason of such an approved retirement.
In the event of any other termination of employment (other than death) with the Company or
a Participating Affiliate, participation in the Plan will cease on the date the
Participant ceases to be a Full-Time Employee for any reason. In such event, the entire
credit balance in such Participant’s Share Purchase Account will be paid to the
Participant in cash within 30 days. For purposes of this Section 6.03, a transfer of
employment to any Affiliate, or a leave of absence which has been approved by the
Committee, will not be deemed a termination of employment as a Full-Time Employee. 




ARTICLE VII. 
NONTRANSFERABILITY 



        Section
7.01 Nontransferable Right to Purchase. The right to purchase
Common Shares hereunder may not be assigned, transferred, pledged or hypothecated (whether
by operation of law or otherwise), except as provided in Section 6.02, and will not be
subject to execution, attachment or similar process. Any attempted assignment, transfer,
pledge, 





  









hypothecation or other disposition
or levy of attachment or similar process upon the right to purchase will be null and void
and without effect. 



        Section
7.02 Nontransferable Account. Except as provided in Section 6.02, the
amounts credited to a Share Purchase Account may not be assigned, transferred, pledged or
hypothecated in any way, and any attempted assignment, transfer, pledge, hypothecation or
other disposition of such amounts will be null and void and without effect. 




ARTICLE VIII. SHARE
CERTIFICATES 



        Section
8.01 Delivery. Promptly after the last day of each Purchase Period and subject to
such terms and conditions as the Committee in its sole discretion may impose, the Company
will cause to be delivered to or for the benefit of the Participant a certificate
representing the Common Shares purchased on the last business day of such Purchase Period. 



        Section
8.02 Securities Laws. The Company shall not be required to issue or deliver
any certificate representing Common Shares prior to registration under the Securities Act
of 1933, as amended, or registration or qualification under any state law if such
registration is required. The Company shall use its best efforts to accomplish such
registration (if and to the extent required) not later than a reasonable time following
the Purchase Period, and delivery of certificates may be deferred until such registration
is accomplished. 



        Section
8.03 Completion of Purchase. A Participant shall have no interest in
the Common Shares purchased until a certificate representing the same is issued to or for
the benefit of the Participant. 



        Section
8.04 Form of Ownership. The certificates representing Common Shares
issued under the Plan will be registered in the name of the Participant. 




ARTICLE IX. EFFECTIVE
DATE, AMENDMENT AND TERMINATION OF PLAN 



        Section 9.01 
Effective Date. The Plan as amended, was approved by the Board of Directors
on March 24, 2003, and by the shareholders of the Company within twelve (12) months
thereof. In the event that the Plan is not so approved by the shareholders of the Company,
for any reason, it shall then be of no force or effect whatsoever, and no Common Shares
shall be purchased hereunder. The Plan will terminate upon completion of the Purchase
Period which ends on the first business day occurring on or after July 31, 2012. 



        Section
9.02 Plan Commencement. The initial Purchase Period under the Plan will
commence on August 3, 1992. Thereafter, each succeeding Purchase Period will commence and
terminate in accordance with Section 1.03(k). 



        Section
9.03 Powers of Board. The Board of Directors may amend or discontinue
the Plan at any time. No amendment or discontinuation of the Plan, however, shall without
shareholder approval be made that: (i) absent such shareholder approval, would cause Rule
16b-3 under the Securities Exchange Act of 1934, as amended (the “Act”) to
become unavailable with respect to the Plan, (ii) requires shareholder approval under any
rules or regulations of the National Association of Securities Dealers, Inc. or any
securities exchange that 





  









are applicable to the Company, or
(iii) permit the issuance of Common Shares before payment therefor in full 



        Section
9.04 Automatic Termination. The Plan shall automatically terminate when all
of the Common Shares provided for in Section 10.03 have been sold. 




ARTICLE X. 
ADMINISTRATION 



        Section
10.01 The Committee. The Plan shall be administered by a committee (the
“Committee”) of two or more directors of the Company, none of whom shall be
officers or employees of the Company and all of whom shall be “disinterested
persons” with respect to the Plan within the meaning of Rule 16b-3 under the Act. The
members of the Committee shall be appointed by and serve at the pleasure of the Board of
Directors. 



        Section
10.02 Powers of Committee. Subject to the provisions of the Plan, the
Committee shall have full authority to administer the Plan, including authority to
interpret and construe any provision of the Plan, to establish deadlines by which the
various administrative forms must be received in order to be effective, and to adopt such
other rules and regulations for administering the Plan as it may deem appropriate. The
Committee shall have full and complete authority to determine whether all or any part of
the Common Shares acquired pursuant to the Plan shall be subject to restrictions on the
transferability thereof or any other restrictions affecting in any manner a
Participant’s rights with respect thereto but any such restrictions shall be
contained in the form by which a Participant elects to participate in the Plan pursuant to
Section 2.02. Decisions of the Committee will be final and binding on all parties who have
an interest in the Plan. 



        Section
10.03 Shares to be Sold. The Common Shares to be issued and
sold under the Plan may be treasury shares or authorized but unissued shares, or the
Company may purchase Common Shares in the market for sale under the Plan. Except as
provided in Section 11.01, the aggregate number of Common Shares to be sold under the Plan
will not exceed 800,000 shares. 



        Section
10.04 Notices. Notices to the Committee should be addressed as
follows: 




Compensation Committee
CyberOptics Corporation
5900 Golden Hills Drive
Golden Valley, MN 55416 




ARTICLE XI. 
ADJUSTMENT FOR CHANGES IN SHARES OR COMPANY 



        Section
11.01 Share Dividend or Reclassification. If the outstanding
Common Shares are increased, decreased, changed into or exchanged for a
different number or kind of securities of the Company, or shares of a different
par value or without par value, through reorganization, recapitalization,
reclassification, share dividend, share split, amendment to the Company’s
Articles of Incorporation, reverse share split or otherwise, an appropriate
adjustment shall be made in the maximum numbers and kind of securities to be
purchased under the Plan with a corresponding adjustment in the purchase price
to be paid therefor. 





  









        Section
11.02 Merger or Consolidation. If the Company is merged into or
consolidated with one or more corporations during the term of the Plan, appropriate
adjustments will be made to give effect thereto on an equitable basis in terms of issuance
of shares of the corporation surviving the merger or of the consolidated corporation, as
the case may be. 




ARTICLE XII. 
APPLICABLE LAW 



        Rights
to purchase Common Shares granted under the Plan shall be construed and shall take effect
in accordance with the laws of the State of Minnesota.