Exhibit 10.2


 


CYBEROPTICS
CORPORATION


 


NONQUALIFIED STOCK OPTION AGREEMENT


 


THIS AGREEMENT,
made as of the ______of ______________ 20___ (“Date of Grant”) by and between CyberOptics Corporation, a Minnesota
corporation (“the Company”), and (“Employee”).


 


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 of Control;



 


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



 


		(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 of 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 of Control.



 


		(b)	“Change of 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;



 



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		(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)	“Retirement” or “Retire” shall mean the cooperative Resignation of Employee
pursuant to its retirement policies after age 58 and after the Employee has been employed by the Company or a subsidiary for more
than ten years.



 


		(j)	“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.



 



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		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 __________ shares of Common Stock at the price of ____ per share (“Exercise
Price”) 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 seven (7) 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 of 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 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, Employee’s
Retirement, 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, except as provided in Subsection 4(c) hereof, 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.



 



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		(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, including but not limited to wrongful appropriation of the
Company funds or the commission of a gross misdemeanor or felony, 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.



 


		(e)	In the event Employee Retires, then Employee shall have the right to exercise
the Option at any time after such Retirement and until the term of this Option expires to the extent of the full number of shares
Employee was entitled to purchase under the Option on the date of Retirement.



 


		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 Exercise Price for all shares designated in the notice.


 


(b)          
Employee may pay the Exercise 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 Exercise
Price.


 


		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)	Notwithstanding any other provision of this Option, if there shall be any
change in the common stock subject to the Option through merger, consolidation, reorganization, recapitalization, dividend or other
distribution, stock split or other similar corporate transaction or event of the Company, or the Company shall enter into a written
agreement to undergo such a transaction or event, the Company, in its absolute discretion, may either: (i) make appropriate adjustment
in the number of shares and the price per share of the shares subject to the Option in order to prevent dilution or enlargement
of the Option rights granted hereunder (provided that the number of shares subject to the Option shall always be a whole number)
or (ii) cancel any or all of this Option and pay to Employee in cash the value of such cancelled Option or portion thereof based
on the price per share received, or to be received, by a shareholder of the Company in such transaction.



 



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		(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 ensure 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 Employee’s 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, provided that such amount may not
exceed the equal to the maximum amount of such taxes required to be withheld by law, 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	 
	 	 	 	 
	Subodh Kulkarni	 	Name	 
	Chief Executive Officer	 	 	 
	 	 	 	 



 


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