Exhibit 10.1
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FORM OF INDEMNIFICATION AGREEMENT
This Agreement is made as of the 1st day of March, 2008, by and
between Cognex
Corporation, a Massachusetts corporation (the "Corporation"), and
[Name of
Director] (the "Indemnitee"), a director of the Corporation.
WHEREAS, it is essential to the Corporation to retain and attract
as
directors the most capable persons available, and
WHEREAS, the substantial increase in corporate litigation
subjects
directors to expensive litigation risks at the same time that the
availability
of directors' and officers' liability insurance has been severely
limited, and
WHEREAS, it is now and has always been the express policy of
the
Corporation to indemnify its directors, and
WHEREAS, the Indemnitee does not regard the protection available
under the
Corporation's Articles of Organization, By-Laws and insurance as
adequate in the
present circumstances, and may not be willing to serve or continue
to serve as a
director without adequate protection, and
WHEREAS, the Corporation desires the Indemnitee to serve, or
continue to
serve, as a director of the Corporation.
NOW,
THEREFORE, the Corporation and the Indemnitee do hereby agree
as
follows:
1.
Agreement to Serve.
The
Indemnitee agrees to serve or continue to serve as a director of
the
Corporation for so long as the Indemnitee is duly elected or until
such time as
the Indemnitee tenders a resignation in writing.
2.
Third Party Actions.
The
Corporation shall indemnify the Indemnitee if the Indemnitee was or
is
a party or is threatened to be made a party to any threatened,
pending or
completed action, suit or proceeding, whether civil, criminal,
administrative or
investigative (each, a "Proceeding") (other than an action by or in
the right of
the Corporation), by reason of the fact that he is or was a
director, officer,
employee or agent of the Corporation, or is or was serving at the
request of the
Corporation as a director, officer, trustee, principal, partner,
employee or
agent of another corporation, partnership, joint venture, trust or
other
enterprise against expenses (including attorneys' fees), judgments,
fines and
amounts paid in settlement actually and reasonably incurred by the
Indemnitee in
connection with such Proceeding.
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3.
Derivative Actions.
The
Corporation shall indemnify the Indemnitee if the Indemnitee was or
is
a party or is threatened to be made a party to any Proceeding by or
in the right
of the Corporation to procure a judgment in its favor by reason of
the fact that
the Indemnitee is or was a director, officer, employee or agent of
the
Corporation, or is or was serving at the request of the Corporation
as a
director, officer, trustee, principal, partner, employee or agent
of another
corporation, partnership, joint venture, trust or other enterprise
against
expenses (including attorneys' fees) actually and reasonably
incurred by the
Indemnitee in connection with the defense or settlement of such
Proceeding.
4.
Expenses.
To
the extent that the Indemnitee has been successful on the merits
or
otherwise in defense of any Proceeding referred to in Sections 2
and 3, or in
defense of any claim, issue or matter therein, the Indemnitee shall
be
indemnified against expenses (including attorneys' fees) actually
and reasonably
incurred by the Indemnitee in connection therewith.
5.
Authorization and Request for Indemnification.
(a)
Any indemnification requested by the Indemnitee under Section 2
hereof
shall be made no later than ten (10) days after receipt of the
written request
of the Indemnitee, unless with respect to such matter it shall have
been
adjudicated in any proceeding that the Indemnitee did not act in
good faith in
the reasonable belief that his action was in the best interests of
the
Corporation, or to the extent that such matter relates to service
with respect
to an employee benefit plan, in the best interests of the
participants or
beneficiaries of such employee benefit plan, and with respect to
any criminal
action or proceeding, had no reasonable cause to believe his
conduct was
unlawful.
(b) Any indemnification
requested by the Indemnitee under Section 3 hereof
shall be made no later than ten (10) days after receipt of the
written request
of the Indemnitee, unless with respect to such matter it shall have
been
adjudicated in any proceeding that the Indemnitee did not act in
good faith in
the reasonable belief that his action was in the best interests of
the
Corporation, or to the extent that such matter relates to service
with respect
to an employee benefit plan, in the best interests of the
participants or
beneficiaries of such employee benefit plan, or unless the
Indemnitee shall have
been finally adjudged to be liable to the Company by a court of
competent
jurisdiction due to willful misconduct of a culpable nature in the
performance
of the Indemnitee's duty to the Corporation unless and only to the
extent that
any court in which such Proceeding was brought shall determine upon
application
that despite the adjudication of liability, but in view of all the
circumstances
of the case, such person is fairly and reasonably entitled to
indemnity for such
expenses as such court shall deem proper.
2
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6.
Advance Payment of Expenses.
Subject to Section 5 above, the Corporation shall advance all
expenses
incurred by the Indemnitee in connection with the investigation,
defense,
settlement or appeal of any Proceeding to which the Indemnitee is a
party or is
threatened to be made a party by reason of the fact that the
Indemnitee is or
was an agent of the Corporation. The Indemnitee hereby undertakes
to repay such
amounts advanced only if, and to the extent that, it shall
ultimately be
determined that the Indemnitee is not
