8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934

     Date of report (Date of earliest event reported): June 16, 2008

Cognex Corporation

(Exact Name of Registrant as Specified in Its Charter)

Massachusetts

(State or Other Jurisdiction of Incorporation)

000-17869	04-2713778
(Commission File Number)	(IRS Employer Identification No.)

One Vision Drive, Natick, Massachusetts	01760-2059
(Address of Principal Executive Offices)	(Zip Code)

(508) 650-3000

(Registrant’s Telephone Number, Including Area Code)

N/A

(Former Name or Former Address, if Changed Since Last Report)

     Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

     o    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

     o    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

     o    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

     o    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

TABLE OF CONTENTS

	Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
	Item 9.01 Financial Statements and Exhibits
SIGNATURES
EX-10.1 Employment Agreement, dated June 17, 2008, by and between Cognex Corporation and Robert Willett

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On June 16, 2008, Robert Willett, age 41, joined Cognex Corporation (the “Company”) as Executive Vice President and President of the Company’s Modular Vision Systems Division (MVSD). As President of MVSD, Mr. Willett will oversee the largest operating division of the Company.

Prior to joining the Company, from 2007 to 2008, Mr. Willett was previously Group Vice President of Business Development and Innovation for the Product Identification Business Group of Danaher Corporation (“Danaher”). Prior to that, from 2003 to 2007, Mr. Willett was President of Videojet Technologies, a large subsidiary of Danaher and a market leader in coding and marking products (“Videojet”). Mr. Willett joined Danaher after serving as CEO of Willett International Ltd., a global coding and marking company that he sold to Danaher in 2003, and which was merged into Videojet.

The Company has entered into an Employment Agreement with Mr. Willett, which provides him initially with an annual base salary of $225,000 and a bonus target of $150,000 (with a maximum bonus potential of $300,000), as well as reimbursement by the Company of certain relocation expenses. Also, in connection with his appointment as an executive officer of the Company, the Compensation Committee of the Board of Directors granted Mr. Willett options to purchase 350,000 shares of the Company’s common stock. These options consist of four grants as follows: (1) an option to purchase 200,000 shares which vests in four equal annual installments commencing on the first anniversary of the start date of his employment with the Company (the “Start Date”); (2) an option to purchase 50,000 shares that vests in one installment on the fifth anniversary of the Start Date; (3) an option to purchase 50,000 shares which vests in one installment on the sixth anniversary of the Start Date; and (4) an option to purchase 50,000 shares that vests in equal monthly installments over the first 48 months of his employment. The exercise price for each of the four option grants is $27.13, the closing price of the Company’s common stock on June 17, 2008, the date of grant. Under the terms of the Employment Agreement, these option grants are subject to accelerated vesting under certain circumstances following a Change of Control (as defined in the Employment Agreement) of the Company. The foregoing summary is qualified by the complete terms and conditions of the Employment Agreement, which is attached as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits:

Exhibit No.	Description
10.1	Employment Agreement, dated June 17, 2008, by and between Cognex Corporation and Robert Willett

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	COGNEX CORPORATION
Dated: June 19, 2008	By:	/s/ Richard A. Morin
		Name:	Richard A. Morin
		Title:	Senior Vice President of Finance, Chief Financial Officer, and Treasurer

EX-10.1

EMPLOYMENT AGREEMENT

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”).

1. POSITION:

Employee will join Company as an Executive Vice President of Cognex (a corporate officer) and the President of its MVSD Division and will be an “employee at will” according to the laws of the Commonwealth of Massachusetts, where employment at Cognex can be terminated at any time by either Employee or Cognex, with or without any reason.

2. COMPENSATION:

Employee’s starting annual base salary will be $225,000 with a bonus target of $150,000 and a maximum bonus potential of $300,000.

The Compensation Committee of Cognex’s Board of Directors has granted Employee stock options as shown below:

Option	Number of Shares		Vesting Schedule
1		200,000	Vests 25% each year over the first four years of employment
2		50,000	Cliff vests at the end of the 5th year of employment
3		50,000	Cliff vests at the end of the 6th year of employment
4		50,000	Vests monthly over the first forty eight (48) months of employment

The exercise price of the shares in each of the four option grants above is $27.13, the market closing price on June 17, 2008, the date of the grants. Other terms and conditions of each of the options are in accordance with the Company’s 2007 Stock Option Plan.

3. BENEFITS: Employee is entitled to the following benefits:

• All of Cognex’s standard employee benefits.

• 25 days of Paid Time Off and 10 paid holidays each year.

• Legal Assistance

Cognex will reimburse Employee up to $2,000 for legal expenses incurred in the review of this Agreement.

• Relocation Assistance

Cognex will reimburse Employee for certain out-of-pocket expenses incurred in moving to a new home in the Boston area, including the cost of moving household goods and motor vehicles, one-way travel expenses for Employee and family and up to $75,000 in realtor fees and legal costs incurred in the sale of Employee’s current home.

• Change of Control Benefit

When used herein the term “Change of Control” shall mean that control of Cognex has been moved from a Board of Directors selected by public shareholders to individuals who are appointed by a new owner of Cognex. Notwithstanding the foregoing, the change of the Board of Directors pursuant to a purchase of Cognex by a financial buyer shall not be deemed to be a Change of Control.

• If there is a Change of Control at any time during your first four years of employment at Cognex, and you are not given the opportunity to remain in your role, then all of the then-remaining unvested shares in Option #1 shall immediately vest.

• If there is a Change of Control at any time during your fifth year of employment at Cognex, and you are not given the opportunity to remain in your role, then all of the then-remaining unvested shares in Option #2 shall immediately vest.

• If there is a Change of Control at any time during your sixth year of employment at Cognex, and you are not given the opportunity to remain in your role, then all of the then-remaining unvested shares in Option #3 shall immediately vest.

• If there is a Change of Control at any time during your first four years of employment at Cognex, and you are given the opportunity to stay in your role, and you stay in that role for 12 months, then all of the then-remaining unvested shares in Option #1 shall vest no later than 12 months after the Change of Control occurs.

• If there is a Change of Control at any time during your first four years of employment at Cognex, and you are given the opportunity to stay in your role, but you do not stay in that role for 12 months or more, then there will be no change to the existing vesting schedules to any of your stock options.

4. INDEMNIFICATION FROM FORMER EMPLOYER

Cognex will indemnify Employee against any claim or suit brought by Videojet and or Danaher against Employee resulting from Employee’s accepting employment at Cognex. Cognex will pay for Employee’s legal defense (under the condition that Cognex controls the defense), and Cognex will pay any valid judgments against Employee that may remain following the appeal process, if any.

/s/ Robert Willett		/s/ Robert J. Shillman
Robert Willett Employee		Cognex Corporation Robert J. Shillman Chairman and CEO
Date:	June 17, 2008	Date:	June 17, 2008