EXHIBIT 4.1



                               COGNEX CORPORATION

                         2001 GENERAL STOCK OPTION PLAN

     1.   PURPOSE OF THE PLAN.

     This stock option plan (the "Plan") is intended to provide a means by which
eligible employees of Cognex Corporation (the "Company") and any present or
future subsidiaries of the Company may purchase common stock in the Company
through the exercise of non-qualified stock options.

     2.   STOCK SUBJECT TO THE PLAN.

     (a) The maximum number of shares of common stock, par value $.002 per
share, of the Company ("Common Stock") available for non-qualified stock options
granted under the Plan shall be 7,500,000 shares of Common Stock. The maximum
number of shares of Common Stock available for grants shall be subject to
adjustment in accordance with Section 11 hereof. Shares issued under the Plan
may be authorized but unissued shares of Common Stock or shares of Common Stock
held in treasury.

     (b) To the extent that any non-qualified stock option shall lapse,
terminate, expire or otherwise be cancelled without the issuance of shares of
Common Stock the shares of Common Stock covered by such option(s) shall again be
available for the granting of non-qualified stock options.

     (c) Common Stock issuable under the Plan may be subject to such
restrictions on transfer, repurchase rights or other restrictions as shall be
determined by the Committee (as defined in Section 3 below).

     3.   ADMINISTRATION OF THE PLAN.

     (a) At the discretion of the Company's Board of Directors, the Plan shall
be administered either: (i) by the full Board of Directors of the Company; or
(ii) by a committee (the "Committee") consisting of two or more members of the
Company's Board of Directors. In the event the full Board of Directors is the
administrator of the Plan, references herein to the Committee shall be deemed to
include the full Board of Directors. The Board of Directors may from time to
time appoint a member or members of the Committee in substitution for or in
addition to the member or members then in office and may fill vacancies on the
Committee however caused. The Committee shall choose one of its members as
Chairman and shall hold meetings at such times and places as it shall deem
advisable. A majority of the members of the Committee shall constitute a quorum
and any action may be taken by a majority of those present and voting at any
meeting.

     (b) Any action may also be taken without the necessity of a meeting by a
written instrument signed by a majority of the Committee. The decision of the
Committee as to all questions of interpretation and application of the Plan
shall be final, binding and conclusive on all persons. The Committee shall have
the authority to adopt, amend and rescind such rules and regulations as, in its
opinion, may be advisable in the administration of the Plan. The Committee may
correct any defect or supply any omission or reconcile any inconsistency in the
Plan or in any option agreement granted hereunder in the manner and to the
extent it shall deem expedient to carry the Plan into effect and shall be the
sole and final judge of such expediency. No Committee member shall be liable for
any action or determination made in good faith.





     (c) Subject to the terms of the Plan, the Committee shall have the
authority to: (i) determine the employees of the Company and its subsidiaries
(from among the class of employees eligible under Section 4 to receive options)
to whom options may be granted; (ii) determine the time or times at which
options may be granted; (iii) determine the option price of shares subject to
each option which price shall not be less than the minimum price specified in
Section 6; (iv) determine (subject to Section 9) the time or times when each
option shall become exercisable and the duration of the exercise period; (v)
determine the extent and nature of any restrictions on any options or shares
(including any repurchase rights and any forfeiture of options and shares for
engaging in activities detrimental to the interests of the Company or any of its
subsidiaries); and (vi) determine the size of any options under the Plan, taking
into account the position or office of the optionee with the Company, the job
performance of the optionee and such other factors as the Committee may deem
relevant in the good faith exercise of its independent business judgment.

     (d) The President of the Company may grant nonqualified stock options under
the Plan on such terms and conditions as deemed appropriate by the President
provided, however, that the terms and conditions otherwise comply with all
provisions of this Plan (including the limitations of Section 2(a)), the number
of options granted to any one eligible individual in any calendar year may not
exceed 25,000 shares per individual, and the exercise price of any option shall
not be less than 100% of the fair market value of a share of Common Stock on the
date of grant. All grants by the President shall be in writing and filed with
the records of the Committee.

     4.   OPTIONS.

     Options may be granted to any employee of the Company or of any of its
subsidiaries other than an employee who is either: (i) designated by the Company
as a Section 16 reporting person for purposes of the Securities and Exchange Act
of 1934, as amended; (ii) determined by the Company as likely to be subject to
the tax deduction limitations of Section 162(m) of the Internal Revenue Code of
1986, as amended; or (iii) determined by the Company to constitute an "officer"
or a "director" for purposes of Rule 4350(i)(1)(A) of the Rules of the National
Association of Securities Dealers, Inc. In determining the eligibility of an
individual to be granted an option, as well as in determining the number of
shares to be optioned to any individual, the Committee shall take into account
the position and responsibilities of the individual being considered, the nature
and value to the Company or its subsidiaries of his or her service and
accomplishments, his or her present and potential contribution to the success of
the Company or its subsidiaries, and such other factors as the Committee may
deem relevant.

     5.   OPTION AGREEMENT.

     Each option shall be evidenced by an option agreement (the "Agreement")
duly executed on behalf of the Company and by the optionee to whom such option
is granted, which Agreement shall comply with and be subject to the terms and
conditions of the Plan. The Agreement may contain such other terms, provisions
and conditions which are not inconsistent with the Plan as may be determined by
the Committee. The date of grant of an option shall be as determined by the
Committee or the President if acting pursuant to Section 3(d) above. More than
one option may be granted to an individual.


                                      -2-




     6.   OPTION PRICE.

     The option exercise price of options granted by the Committee shall be
determined by the Committee, but in no event shall the option price be less than
100% of the fair market value of a share of Common Stock on the date of grant.

     7.   MANNER OF PAYMENT; MANNER OF EXERCISE.

     (a) The Agreement may provide for the payment of the exercise price by
delivery of: (i) cash or a check payable to the order of the Company in an
amount equal to the exercise price of such options; (ii) shares of Common Stock
of the Company owned by the optionee having a fair market value equal in amount
to the exercise price of the options being exercised; or (iii) any combination
of (i) and (ii), provided, however, that payment of the exercise price by
delivery of shares of Common Stock of the Company owned by such optionee may be
made only if such payment does not result in a charge to earnings for financial
accounting purposes as determined by the Committee. The fair market value of any
shares of the Company's Common Stock which may be delivered upon exercise of an
option shall be determined by the Committee. With the consent of the Committee,
the delivery of shares used to exercise any option may be made through
attestation rather than physical delivery of stock certificates. With the
consent of the Committee, payment may also be made by delivery of a properly
executed exercise notice to the Company, together with a copy of irrevocable
instruments to a broker to deliver promptly to the Company the amount of
proceeds necessary to pay the exercise price and relevant taxes. To facilitate
the foregoing, the Company may enter into agreements for coordinated procedures
with one or more brokerage firms.

     (b) To the extent that the right to purchase shares under an option has
accrued and is in effect, options may be exercised in full at one time or in
part from time to time, by giving written notice, signed by the person or
persons exercising the option, to the Company, stating the number of shares with
respect to which the option is being exercised, accompanied by payment in full
for such shares as provided in subparagraph (a) above. Upon such exercise,
delivery of a certificate for paid-up non-assessable shares shall be made at the
principal office of the Company to the person or persons exercising the option
at such time, during ordinary business hours, not earlier than ten business 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 manner as may be agreed upon by the
Company and the person or persons exercising the option.

     8.   EXERCISE OF OPTIONS.

     Each option granted under the Plan shall, subject to the other provisions
of this Plan, be exercisable at such time or times and during such period as
shall be set forth in the Agreement; provided, however, that no option granted
under the Plan shall have a term in excess of fifteen (15) years from the date
of grant. To the extent that an option to purchase shares is not exercised by an
optionee when it becomes initially exercisable, it shall not expire but shall be
carried forward and shall be exercisable, on a cumulative basis, until the
expiration of the exercise period.


                                      -3-




     9.   TERM OF OPTIONS; EXERCISABILITY.

     (a)  Term.

          (1) Except as otherwise provided in this Section 9, an option granted
     to any employee optionee who ceases to be an employee of the Company or one
     of its subsidiaries shall terminate on the seventh business day after the
     date such optionee ceases to be an employee of the Company or one of its
     subsidiaries, or on the date on which the option expires by its terms,
     whichever occurs first.

          (2) If such termination of employment is because of dismissal for
     cause or because the employee is in breach of any employment agreement,
     such option will terminate immediately on the date the optionee ceases to
     be an employee of the Company or one of its subsidiaries.

          (3) If such termination of employment is because the optionee has
     become permanently disabled (within the meaning of Section 22(e)(3) of the
     Code), such option shall terminate on the last day of the twelfth month
     from the date such optionee ceases to be an employee, or on the date on
     which the option expires by its terms, whichever occurs first.

          (4) In the event of the death of any optionee, any option granted to
     such optionee shall terminate on the last day of the twelfth month from the
     date of death, or on the date on which the option expires by its terms,
     whichever occurs first.

          (5) If such termination is due to the retirement of the optionee, such
     option will terminate on the last day of twenty-fourth month from the date
     such optionee ceases to be an employee, or on the date on which the option
     expires by its terms, whichever occurs first. For the purpose of the
     preceding sentence, "retirement" means retirement from the employ of the
     Company or one of its subsidiaries on or after attainment of the minimum
     retirement age, the completion of the minimum number of years of service,
     and the satisfaction of all other conditions specified for retirement under
     the Company's retirement policy statement as in effect at the time of the
     option grant.

          (6) Notwithstanding subparagraphs (2), (3), (4) and (5) above, the
     Committee shall have the authority to extend the expiration date of any
     outstanding option in circumstances in which it deems such action to be
     appropriate, provided that no such extension shall extend the term of an
     option beyond the date on which the option would have expired if no
     termination of the optionee's employment had occurred.

     (b)  Exercisability.

          (1) An option granted to an employee optionee who ceases to be an
     employee of the Company or one of its subsidiaries shall be exercisable
     only to the extent that the right to purchase shares under such option has
     accrued and is in effect on the date such optionee ceases to be an employee
     of the Company or one of its subsidiaries.

          (2) In the event of the death of any optionee, the option granted to
     such optionee may be exercised by the estate of such optionee, or by any
     person or persons who acquired the

                                      -4-




     right to exercise such option by bequest or inheritance or by reason of the
     death of such optionee.

     10.  TRANSFERABILITY.

     The right of any optionee to exercise any option granted to him or her
shall not be assignable or transferable by such optionee otherwise than by will
or the laws of descent and distribution. Options shall be exercisable during the
lifetime of such optionee only by him/her. Any option granted under the Plan
shall be null and void and without effect upon the bankruptcy of the optionee to
whom the option is granted, or upon any attempted assignment or transfer, except
as herein provided, including without limitation any purported assignment,
whether voluntary or by operation of law, pledge, hypothecation or other
disposition, attachment, divorce, trustee process or similar process, whether
legal or equitable, upon such option.

     11.  ADJUSTMENTS FOR RECAPITALIZATIONS, REORGANIZATIONS AND OTHER EVENTS.

     (a) In the event that the outstanding shares of the Common Stock of the
Company are changed into or exchanged for a different number or kind of shares
or other securities of the Company or of another corporation by reason of any
reorganization, merger, consolidation, recapitalization, reclassification, stock
split-up, combination of shares, or dividends payable in capital stock,
appropriate adjustment shall be made in the number and kind of shares as to
which options may be granted under the Plan and as to which outstanding options
or portions thereof then unexercised shall be exercisable, to the end that the
proportionate interest of the optionee shall be maintained as before the
occurrence of such event; such adjustment in outstanding options shall be made
without change in the total price applicable to the unexercised portion of such
options and with a corresponding adjustment in the option price per share.

     (b) In addition, unless otherwise determined by the Committee in its sole
discretion, in the case of any: (i) sale or conveyance to another entity of all
or substantially all of the property and assets of the Company; or (ii) Change
in Control (as hereinafter defined) of the Company, the purchaser(s) of the
Company's assets or stock may, in his, her or its discretion, deliver to the
optionee the same kind of consideration that is delivered to the shareholders of
the Company as a result of such sale, conveyance or Change in Control, or the
Committee may cancel all outstanding options in exchange for consideration in
cash or in kind, which consideration in both cases shall be equal in value to
the value of those shares of stock or other securities the optionee would have
received had the option been exercised (to the extent then exercisable) and no
disposition of the shares acquired upon such exercise been made prior to such
sale, conveyance or Change in Control, less the option price therefor. Upon
receipt of such consideration by the optionee, his or her option shall
immediately terminate and be of no further force and effect. The value of the
stock or other securities the optionee would have received if the option had
been exercised shall be determined in good faith by the Committee of the
Company. The Committee shall also have the power and right to accelerate the
exercisability of any options, notwithstanding any limitations in this Plan or
in the Agreement upon such a sale, conveyance or Change in Control. For purposes
of the Plan, "Change in Control" shall be deemed to have occurred if any person,
or any two or more persons acting as a group, and all affiliates of such person
or persons, who prior to such time owned less than fifty percent (50%) of the
then outstanding Common Stock of the Company, shall acquire such additional
shares of the Company's Common Stock in one or more transactions, or series of
transactions, such that following such transaction or transactions, such person
or group and affiliates beneficially own fifty percent (50%) or more of the
Company's Common Stock outstanding.


                                      -5-





     (c) Upon dissolution or liquidation of the Company, all options granted
under this Plan shall terminate, but each optionee (if at such time in the
employ of or otherwise associated with the Company or any of its subsidiaries)
shall have the right, immediately prior to such dissolution or liquidation, to
exercise his or her option to the extent then exercisable.

     (d) No fraction of a share shall be purchasable or deliverable upon the
exercise of any option, but in the event any adjustment hereunder of the number
of shares covered by the option shall cause such number to include a fraction of
a share, such fraction shall be adjusted to the nearest smaller whole number of
shares.

     12.  NO SPECIAL EMPLOYMENT RIGHTS.

     Nothing contained in the Plan or in any option granted under the Plan shall
confer upon any option holder any right with respect to the continuation of his
employment by the Company (or any subsidiary) or interfere in any way with the
right of the Company (or any subsidiary), subject to the terms of any separate
employment agreement to the contrary, at any time to terminate such employment
or to increase or decrease the compensation of the option holder from the rate
in existence at the time of the grant of an option. Whether an authorized leave
of absence, or absence in military or government service, shall constitute
termination of employment shall be determined by the Committee at the time.

     13.  WITHHOLDING.

     The Company's obligation to deliver shares upon the exercise of any option
granted under the Plan, or to make any payments or transfers under Section 11
hereof, shall be subject to the option holder's satisfaction of all applicable
Federal, state, local, and foreign governmental tax withholding requirements.
Whenever shares of Common Stock are to be delivered pursuant to the exercise of
an option under the Plan, the Company shall be entitled to require as a
condition of delivery that the option holder remit to the Company an amount
sufficient in the opinion of the Company to satisfy all applicable tax
withholding requirements related thereto. With the approval of the Committee,
which it shall have sole discretion to grant, and on such terms and conditions
as the Committee may impose, the option holder may satisfy the foregoing
condition by electing to have the Company withhold from delivery shares having a
value equal to the amount of tax required to be withheld. The Committee shall
also have the right to require that shares be withheld from delivery to satisfy
such condition.

     14.  RESTRICTIONS ON ISSUE OF SHARES.

     (a) Notwithstanding the provisions of Section 7, the Company may delay the
issuance of shares covered by the exercise of an option and the delivery of a
certificate for such shares until the delivery of any shares issued under this
Plan complies with all applicable laws (including without limitation, the
Securities Act of 1933, as amended), and with the applicable rules of any stock
exchange or market upon which the shares of the Company are listed or traded.

     (b) It is intended that all exercises of options shall be effective, and
the Company shall use its best efforts to bring about compliance with the above
conditions within a reasonable time, except that the Company shall be under no
obligation to qualify shares or to cause a registration statement or a
post-effective amendment to any registration statement to be prepared for the
purpose of covering the issue of shares in respect of which any option may be
exercised, except as otherwise agreed to by the Company in writing.

                                      -6-




     15.  LOANS.

     The Company may not make loans to optionees to permit them to exercise
options.

     16.  MODIFICATION OF OUTSTANDING OPTIONS.

     The Committee may authorize the amendment of any outstanding option with
the consent of the optionee when and subject to such conditions as are deemed to
be in the best interest of the Company and in accordance with the purposes of
this Plan.

     17.  EFFECTIVE DATE.

     The Plan shall take effect as of the date of adoption by the Board of
Directors of the Company and shall not be subject to the approval of the
shareholders of the Company.

     18.  TERMINATION AND AMENDMENT.

     Unless sooner terminated as herein provided, the Plan shall terminate ten
(10) years from the date upon which the Plan was duly adopted by the Board of
Directors of the Company. The Board of Directors may at any time terminate the
Plan or make such modification or amendment thereof as it deems advisable. The
Committee may terminate, amend or modify any outstanding option without the
consent of the option holder, provided, however, that, except as provided in
Section 11, without the consent of the optionee, the Committee shall not change
the number of shares subject to an option, nor the exercise price thereof, nor
extend the term of such option.

     19.  RESERVATION OF STOCK.

     The Company shall at all times during the term of the Plan reserve and keep
available such number of shares of stock as will be sufficient to satisfy the
requirements of the Plan and shall pay all fees and expenses necessarily
incurred by the Company in connection therewith.

     20.  NOTICES.

     Any communication or notice required or permitted to be given under the
Plan shall be in writing, and mailed by registered or certified mail or
delivered by hand, if to the Company, to its principal place of business,
attention: President, and, if to an optionee, to the address as appearing on the
records of the Company.

Approved by the Directors: December 11, 2001

Shareholder approval not necessary.


                                      -7-