0001193125-14-051054 Sample Contracts

COGNEX CORPORATION STOCK OPTION AGREEMENT (NON-QUALIFIED) UNDER 2007 STOCK OPTION AND INCENTIVE PLAN
Stock Option Agreement • February 13th, 2014 • Cognex Corp • Industrial instruments for measurement, display, and control

AGREEMENT entered into as of [date], by and between COGNEX CORPORATION, a Massachusetts corporation (the “Company”) and the undersigned employee, director or consultant of the Company or one of its subsidiaries (the “Optionee”).

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FORM OF INDEMNIFICATION AGREEMENT
Form of Indemnification Agreement • February 13th, 2014 • Cognex Corp • Industrial instruments for measurement, display, and control • Massachusetts

This Agreement is made as of the day of by and between Cognex Corporation, a Massachusetts corporation (the “Corporation”), and [Name of Director] (the “Indemnitee”), a director of the Corporation.

EMPLOYMENT AGREEMENT
Employment Agreement • February 13th, 2014 • Cognex Corp • Industrial instruments for measurement, display, and control

This Employment Agreement (“Agreement”) is dated June 17, 2008 by and between Cognex Corporation, a Massachusetts corporation having its principal place of business at One Vision Drive, Natick, MA 01760-2059 (“Cognex” or the “Company”) and Robert Willett (“Employee”).

COGNEX CORPORATION AMENDMENT TO EMPLOYMENT AGREEMENT WITH ROBERT WILLETT November 14, 2008
Employment Agreement • February 13th, 2014 • Cognex Corp • Industrial instruments for measurement, display, and control

Reference is made to that certain Employment Agreement, dated as of June 17, 2008 (the “Agreement”), between you and Cognex Corporation, a Massachusetts corporation (the “Company”). This letter is intended to document the desire of both parties to amend the Agreement in order to reflect the requirements of Section 409A of the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder.

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