Common use of Time and Manner of Exercise of Option Clause in Contracts

Time and Manner of Exercise of Option. (i) No portion of the option may be exercised more than five years from the respective vesting dates set forth in Sections 2(a), (b) and (c) hereof. (ii) If Optionee's employment with the Company is terminated with "cause" pursuant to the terms of Optionee's Employment Agreement, dated as of November 21, 1996 (as amended), between Optionee and the Company (the "Employment Agreement"), the Optionee shall forfeit the right to exercise all non-vested options granted hereunder and payment for the exercise of all options which were vested on the date of such termination of employment shall be made to the Company in accordance with Section 3(b) hereof within the earlier of ten (10) days of such termination of employment or the date by which the vested options expire by the terms hereof. (iii) If the Optionee dies, the options granted hereunder which have vested as of the Optionee's death may be exercised within one (1) year after the date of Optionee's death or prior to the date on which the vested option expires by its terms, whichever is earlier, by the estate of the Optionee, or by any person or persons whom Optionee shall have designated in writing in documents filed with the Company or, if no such designation has been made, by the person or persons to whom Optionee's rights hereunder shall have passed by will or the laws of descent and distribution. (iv) Upon the sale of all or substantially all of the assets of the Company, the transfer of a controlling equity interest (as hereinafter defined) in the Company, all outstanding options shall automatically vest and shall be exercisable on the closing date of such transaction. Written notice of not less than twenty (20) days shall be given by the Company to the Optionee of the anticipated closing date of any such transaction. If such closing date changes, the Company shall provide written notice of the new closing date as soon as practicable to the Optionee. Any options not so exercised by the Optionee shall be null and void if not exercised on such closing date. As used herein, the term "controlling equity interest" shall mean the ability of any person, entity or group to direct the management and policies of the Company.

Time and Manner of Exercise of Option. (ia) No portion Subject to Section 4 below, the Option shall vest and shall be exercisable as to the Shares as follows: Initial Date of the option may be exercised more than five years from the respective vesting dates set forth in Sections 2(a)Exercisability Number of Option Shares Available for Exercise , , , , (b) and (c) hereof. (ii) If Optionee's employment with To the Company is terminated with "cause" pursuant to the terms of Optionee's Employment Agreement, dated as of November 21, 1996 (as amended), between Optionee and the Company (the "Employment Agreement"), the Optionee shall forfeit extent that the right to exercise all non-the Option has vested options granted hereunder and payment for the exercise of all options which were vested on the date of such termination of employment shall be made to the Company is in accordance with Section 3(b) hereof within the earlier of ten (10) days of such termination of employment or the date by which the vested options expire by the terms hereof. (iii) If the Optionee dieseffect, the options granted hereunder which have vested as of the Optionee's death Option may be exercised within in full at one (1) year after the date of Optionee's death time or prior in part from time to time, by giving written notice to the date on which the vested option expires by its termsCompany, whichever is earlier, by the estate of the Optionee, or by any person or persons whom Optionee shall have designated in writing in documents filed with the Company or, if no such designation has been made, signed by the person or persons exercising the Option, in the form attached hereto as Exhibit A, or in such other form as may be satisfactory to whom Optionee's rights hereunder the Committee which shall have passed state, at a minimum, the number of Shares with respect to which the Option is being exercised, accompanied by will or the laws of descent and distribution. (iv) Upon the sale of all or substantially all payment in full of the assets Purchase Price for such Shares, in the form of a certified or cashier’s check or other check acceptable to the Company. Along with such notice and payment, the person or persons exercising the Option shall execute an Adoption Agreement, in the form attached hereto as Exhibit B, pursuant to which such person or persons shall be bound by the terms and conditions of the CompanyVoting Agreement, as defined in the transfer Plan. Upon such exercise, delivery of a controlling equity interest (as hereinafter defined) in the Companycertificate for paid-up, all outstanding options shall automatically vest and non-assessable Shares shall be exercisable on made at the closing date principal office of such transaction. Written notice of not less than twenty (20) days shall be given by the Company to the Optionee person or persons exercising the Option at such time, during ordinary business hours, not more than thirty (30) days from the date of receipt of the anticipated closing date of any notice by the Company, as shall be designated in such transaction. If notice, or at such closing date changestime, place and manner as may be agreed upon by the Company and the person or persons exercising the Option. (c) The Company shall provide written notice at all times during the term of the new closing date Option reserve and keep available such number of Shares of its common stock as soon as practicable will be sufficient to satisfy the requirements of the Option and shall pay all original issue and transfer taxes (if any) with respect to the Optionee. Any options not so exercised issue and transfer of Shares pursuant hereto, and all other fees and expenses necessarily incurred by the Optionee Company in connection therewith. The holder of this Option shall not have any of the rights of a stockholder of the Company in respect of the Shares until such holder has appropriately exercised in accordance with the provisions of Section 3(b) above and has satisfied such other requirements as may be required hereunder or under the Plan, such that such holder may be deemed to be a holder of record of such Shares. (d) In the event of a Change in Control, as defined in the Plan, then this Option shall be null and void if not exercised on such closing date. As used hereintreated in the manner determined by the Committee, the term "controlling equity interest" shall mean the ability of any person, entity in accordance with Section 13.3 or group to direct the management and policies 13.4 of the CompanyPlan. [Consider whether any modifications to terms are necessary.]

Time and Manner of Exercise of Option. (i) No portion of the option may be exercised more than five years from the respective vesting dates set forth in Sections 2(a), (b) and (c) hereof. (ii) If Optionee's employment with the Company is terminated with "cause" pursuant to the terms of Optionee's Employment Agreement, dated as of November 21, 1996 (as amended), between Optionee and the Company (the "Employment Agreement"), the Optionee shall forfeit the right to exercise all non-vested options granted hereunder and payment for the exercise of all options which were vested on the date of such termination of employment shall be made to the Company in accordance with Section 3(b) hereof within the earlier of ten (10) days of such termination of employment or the date by which the vested options expire by the terms hereof. (iii) If the Optionee dies, the options granted hereunder which have vested as of the Optionee's death may be exercised within one (1) year after the date of Optionee's death or prior to the date on which the vested option expires by its terms, whichever is earlier, by the estate of the Optionee, or by any person or persons whom Optionee shall have designated in writing in documents filed with the Company or, if no such designation has been made, by the person or persons to whom Optionee's rights hereunder shall have passed by will or the laws of descent and distribution. (iv) Upon the sale of all or substantially all of the assets of the Company, the transfer of a controlling equity interest (as hereinafter defined) in the Company, or the merger or consolidation of the Company, all outstanding options shall automatically vest and shall be exercisable on the closing date of such transaction. Written notice of not less than twenty (20) days shall be given by the Company to the Optionee of the anticipated closing date of any such transaction. If such closing date changes, the Company shall provide written notice of the new closing date as soon as practicable to the Optionee. Any options not so exercised by the Optionee shall be null and void if not exercised on such closing date. As used herein, the term "controlling equity interest" shall mean the ability of any person, entity or group to direct the management and policies of the Company.

Time and Manner of Exercise of Option. (i) No portion of 3.1 The Option shall not be exercisable prior to _________________. Thereafter, the option may Option shall only be exercised more than five years from exercisable, in the respective amounts and on or after the vesting dates set forth in Sections 2(a)as follows: STOCK OPTION AGREEMENT (NON-QUALIFIED) PAGE 2 Notwithstanding the foregoing, (b) and (c) hereof. (ii) If Optionee's employment with the Company is terminated with "cause" pursuant to Option shall not be exercisable until such time that the terms of Optionee's Employment Agreement, dated as of November 21, 1996 (as amended), between Optionee and the Company (have duly executed all of the "Employment Agreement")agreements required at the time of grant of the Option by the Company for full-time employment by the Company, including, but not limited to, the Optionee Company's Employee, Invention, Non-Disclosure and Non-Competition Agreement. [For Senior Vice President of Finance: In the event of a corporate transaction, including a merger or reorganization, whereby the holders of the outstanding shares of common stock of the Corporation before the transaction fail to have a beneficial interest of 51 percent or more of the shares of outstanding common stock of the Corporation or its successor (or its ultimate parent) after the consummation of the transaction, all your outstanding options to acquire shares of common stock of the Corporation shall forfeit become vested and fully exercisable immediately prior to the consummation of the transaction.] 3.2 To the extent that the right to exercise all non-vested options granted hereunder the Option has accrued and payment for the exercise of all options which were vested on the date of such termination of employment shall be made to the Company is in accordance with Section 3(b) hereof within the earlier of ten (10) days of such termination of employment or the date by which the vested options expire by the terms hereof. (iii) If the Optionee dieseffect, the options granted hereunder which have vested as of the Optionee's death Option may be exercised within in full at one (1) year after the date of Optionee's death time or prior in part from time to the date on which the vested option expires by its terms, whichever is earliertime, by the estate of the Optioneegiving written notice, or by any person or persons whom Optionee shall have designated in writing in documents filed with the Company or, if no such designation has been made, signed by the person or persons exercising the Option, to whom Optionee's rights hereunder shall have passed by will or the laws of descent and distribution. (iv) Upon the sale of all or substantially all of the assets of the Company, stating the transfer number of a controlling equity interest (as hereinafter defined) Shares with respect to which the Option is being exercised, accompanied by payment in full of the Purchase Price for such Shares, which payment may, at the Optionee’s request and in the Company's sole discretion, all outstanding options shall automatically vest and be in whole or in part in shares of the common stock of the Company already owned by the person or persons exercising the Option, valued at fair market value. If such stock is traded on the NASDAQ Global Select Market System, the price shall be exercisable the last reported sale price of the stock reported by NASDAQ on such date or if no stock is traded on such date the closing next preceding date on which stock was traded. The Option may also be exercised by means of a broker-assisted cashless exercise method contemplated by Section 7(a) of the Plan. 3.3 The Company shall at all times during the term of the Option reserve and keep available such transaction. Written notice number of not less than twenty (20) days shares of its common stock as will be sufficient to satisfy the requirements of the Option, shall be given pay all original issue and transfer taxes with respect to the issue and transfer of Shares pursuant hereto, and all other fees and expenses necessarily incurred by the Company in connection therewith. The holder of this Option shall not have any of the rights of a stockholder of the Company in respect of the Shares until one or more certificates for such Shares shall be delivered to him upon the due exercise of the Option. 3.4 Optionee agrees that he/she will not claim, now or at any time in the future, whether during Optionee’s employment with the Company or after such employment has terminated (either voluntarily or involuntarily and whether with or without cause), that Optionee should be entitled to exercise any of the then remaining unvested shares prior to the vesting dates for any reason, including, but not limited to, any claim for services, contributions or efforts made by Optionee on behalf of the anticipated closing date of any such transaction. If such closing date changes, the Company shall provide written notice of the new closing date as soon as practicable to the Optionee. Any options not so exercised by the Optionee shall be null and void if not exercised on such closing date. As used herein, the term "controlling equity interest" shall mean the ability of any person, entity or group to direct the management and policies of the CompanyCognex during his/her employment with Cognex.

Time and Manner of Exercise of Option. (ia) No portion Subject to Section 4 below, the Option shall vest and shall be exercisable as to the Shares during the term of the option may be exercised more than five years from the respective vesting dates set forth in Sections 2(a)employment as follows: Initial Date of Exercisability Number of Option Shares Available for Exercise , , , , (b) and (c) hereof. (ii) If Optionee's employment with To the Company is terminated with "cause" pursuant to the terms of Optionee's Employment Agreement, dated as of November 21, 1996 (as amended), between Optionee and the Company (the "Employment Agreement"), the Optionee shall forfeit extent that the right to exercise all non-the Option has vested options granted hereunder and payment for the exercise of all options which were vested on the date of such termination of employment shall be made to the Company is in accordance with Section 3(b) hereof within the earlier of ten (10) days of such termination of employment or the date by which the vested options expire by the terms hereof. (iii) If the Optionee dieseffect, the options granted hereunder which have vested as of the Optionee's death Option may be exercised within in full at one (1) year after the date of Optionee's death time or prior in part from time to time, by giving written notice to the date on which the vested option expires by its termsCompany, whichever is earlier, by the estate of the Optionee, or by any person or persons whom Optionee shall have designated in writing in documents filed with the Company or, if no such designation has been made, signed by the person or persons exercising the Option, in the form attached hereto as Exhibit A, or in such other form as may be satisfactory to whom Optionee's rights hereunder the Committee which shall have passed state, at a minimum, the number of Shares with respect to which the Option is being exercised, accompanied by will or the laws of descent and distribution. (iv) Upon the sale of all or substantially all payment in full of the assets Purchase Price for such Shares, in the form of a certified or cashier’s check or other check acceptable to the Company. Along with such notice and payment, the person or persons exercising the Option shall execute an Adoption Agreement, in the form attached hereto as Exhibit B, pursuant to which such person or persons shall be bound by the terms and conditions of the CompanyVoting Agreement, as defined in the transfer Plan. Upon such exercise, delivery of a controlling equity interest (as hereinafter defined) in the Companycertificate for paid-up, all outstanding options shall automatically vest and non-assessable Shares shall be exercisable on made at the closing date principal office of such transaction. Written notice of not less than twenty (20) days shall be given by the Company to the Optionee person or persons exercising the Option at such time, during ordinary business hours, not more than thirty (30) days from the date of receipt of the anticipated closing date of any notice by the Company, as shall be designated in such transaction. If notice, or at such closing date changestime, place and manner as may be agreed upon by the Company and the person or persons exercising the Option. (c) The Company shall provide written notice at all times during the term of the new closing date Option reserve and keep available such number of Shares of its common stock as soon as practicable will be sufficient to satisfy the requirements of the Option and shall pay all original issue and transfer taxes (if any) with respect to the Optionee. Any options not so exercised issue and transfer of Shares pursuant hereto, and all other fees and expenses necessarily incurred by the Optionee Company in connection therewith. The holder of this Option shall not have any of the rights of a Stockholder of the Company in respect of the Shares until such holder has appropriately exercised in accordance with the provisions of Section 3(b) above and has satisfied such other requirements as may be required hereunder or under the Plan, such that such holder may be deemed to be a holder of record of such Shares. (d) In the event of a Change in Control, as defined in the Plan, then this Option shall be null and void if not exercised on such closing date. As used hereintreated in the manner determined by the Committee, the term "controlling equity interest" shall mean the ability of any person, entity in accordance with Section 13.3 or group to direct the management and policies 13.4 of the CompanyPlan.

Time and Manner of Exercise of Option. (ia) No portion The Option shall not be exercisable until June 30, 1997, but shall become exercisable as to 648 Shares, rounded up to the nearest whole share, on such date and cumulatively exercisable as to an additional 648 Shares, rounded up to the nearest whole share, per month upon the expiration of each of the option may be exercised more than five years from the respective vesting dates set forth in Sections 2(a), next forty-seven (47) months thereafter. (b) and (c) hereof. (ii) If Optionee's employment with To the Company is terminated with "cause" pursuant to the terms of Optionee's Employment Agreement, dated as of November 21, 1996 (as amended), between Optionee and the Company (the "Employment Agreement"), the Optionee shall forfeit extent that the right to exercise all non-vested options granted hereunder the Option has accrued and payment for the exercise of all options which were vested on the date of such termination of employment shall be made to the Company is in accordance with Section 3(b) hereof within the earlier of ten (10) days of such termination of employment or the date by which the vested options expire by the terms hereof. (iii) If the Optionee dieseffect, the options granted hereunder which have vested as of the Optionee's death Option may be exercised within in full at one (1) year after the date of Optionee's death time or prior in part from time to the date on which the vested option expires by its terms, whichever is earliertime, by the estate of the Optioneegiving written notice, or by any person or persons whom Optionee shall have designated in writing in documents filed with the Company or, if no such designation has been made, signed by the person or persons exercising the Option, to whom Optionee's rights hereunder the Company, stating the number of Shares with respect to which the Option is being exercised, accompanied by payment in full of the Price for such Shares in cash. There shall have passed be no exercise at any one time as to fewer than One Hundred (100) Shares or all of the remaining Shares then purchasable by will the person or persons exercising the laws Option, if fewer than One Hundred (100) Shares. Upon such exercise, delivery of descent a certificate for paid-up, non-assessable Shares shall be made at the principal office of the 2 Company to the person or persons exercising the Option at such time, during ordinary business hours, after fifteen (15) days but not more than thirty (30) days from the date of receipt of the notice by the Company, as shall be designated in such notice, or at such time, place and distributionmanner as may be agreed upon by the Company and the person or persons exercising the Option. (ivc) Upon The Company shall at all times during the sale of all or substantially all term of the assets Option reserve and keep available such number of shares of its common stock as will be sufficient to satisfy the requirements of the CompanyOption, shall pay all original issue and transfer taxes with respect to the issue and transfer of a controlling equity interest (as hereinafter defined) in the CompanyShares pursuant hereto, and all outstanding options shall automatically vest other fees and shall be exercisable on the closing date of such transaction. Written notice of not less than twenty (20) days shall be given expenses necessarily incurred by the Company to the Optionee in connection therewith. The holder of this Option shall not have any of the anticipated closing date rights of any such transaction. If such closing date changes, a stockholder of the Company shall provide written notice in respect of the new closing date as soon as practicable to the Optionee. Any options not so exercised by the Optionee Shares until one or more certificates for such Shares shall be null and void if not exercised on such closing date. As used herein, delivered to him or her upon the term "controlling equity interest" shall mean the ability of any person, entity or group to direct the management and policies due exercise of the CompanyOption.

Time and Manner of Exercise of Option. (i) No portion of the option may be exercised more than five three years from the respective vesting dates set forth in Sections 2(a), (b) and (c2(b) hereof. (ii) If Optionee's employment with the Company is terminated at any time with "cause" pursuant or is terminated prior to the terms of Optionee's Employment AgreementOctober 1, 1997 without cause under that certain letter agreement, dated as of November 21January 2, 1996 (as amended)1997, between Optionee and the Company (or any subsequent employment agreement between Optionee and the "Employment Agreement")Company, the Optionee shall forfeit the right to exercise all non-vested and vested options granted hereunder and payment for the exercise of all options which were vested on the date of such termination of employment shall be made to the Company in accordance with Section 3(b) hereof within the earlier of ten (10) days of such termination of employment or the date by which the vested options expire by the terms hereofhereunder. (iii) If Optionee's employment with the Company is terminated without cause after October 1, 1997, the Optionee diesshall forfeit the right to exercise all options granted hereunder which have not vested as of the date of such termination. However, all options granted hereunder which have vested as of such date may be exercised within one (1) year after the date that Optionee's employment with the Company is terminated without cause. (iv) In the event of the death of Optionee, the options granted hereunder which have vested as of the Optionee's death may be exercised within one (1) year after the date of Optionee's death or prior to the date on which the vested option expires by its terms, whichever is earlier, by the estate of the Optionee, or by any person or persons whom Optionee shall have designated in writing in documents filed with the Company or, if no such designation has been made, by the person or persons to whom Optionee's rights hereunder shall have passed by will or the laws of descent and distribution. (ivv) Upon Each option granted hereunder shall be deemed exercised when Optionee shall indicate his decision to do so in writing to the sale Company in accordance with Section 3(b) hereof, and shall at the same time tender to the Company payment in full in cash for the shares as to which the option is exercised. The options granted hereunder may be exercised as to any lesser number of all or substantially all shares than the full amount for which the options could be exercised. Such a partial exercise of an option shall not affect the right to exercise the option from time to time as to the remaining shares subject to the option. The right to exercise this option shall be cumulative so that when the right to exercise an option has vested, the shares eligible for purchase hereunder may be purchased at any time thereafter until the expiration of the assets of the Company, the transfer of a controlling equity interest (as hereinafter defined) in the Company, all outstanding options shall automatically vest and shall be exercisable on the closing date of such transaction. Written notice of not less than twenty (20) days shall be given by the Company option pursuant to the Optionee of the anticipated closing date of any such transaction. If such closing date changes, the Company shall provide written notice of the new closing date as soon as practicable to the Optionee. Any options not so exercised by the Optionee shall be null and void if not exercised on such closing date. As used herein, the term "controlling equity interest" shall mean the ability of any person, entity or group to direct the management and policies of the Companythis Section 3(a).