THE CORPORATE LIBRARY

Related Party Transactions and Outside Related Director Information

Cognex Corporation (CGNX)

3/15/2006 Proxy Information

On June 30, 2000, the Corporation became a Limited Partner in Venrock Associates III, L.P. (ÒVenrockÓ), a venture capital fund. In January 2005, the Corporation amended its original agreement with Venrock, which reduced the total investment commitment from $25,000,000 to $22,500,000 and extended the commitment period from January 1, 2005 to December 31, 2010. The Corporation does not have the right to withdraw from the partnership prior to December 31, 2010. As of December 31, 2005, the Corporation had contributed $17,450,000 to the limited partnership. Mr. Sun, a Director of the Corporation, is a managing general partner of Venrock Associates. In the BoardÕs opinion, the CorporationÕs relationship with Venrock Associates will not interfere with Mr. SunÕs exercise of independent judgment in carrying out his responsibilities as a Director of the Corporation.

Ê In May 2001, Mr. Hoffmaster, President and Chief Operating Officer of the Corporation, received a personal, non-interest bearing loan from the Corporation in the principal amount of $200,000 in conjunction with his hiring. The Corporation automatically applies any cash bonus payments (less applicable taxes and deductions) earned by Mr. Hoffmaster to the repayment of the loan balance. The loan must be repaid upon the termination of Mr. HoffmasterÕs employment, unless the Corporation terminates Mr. HoffmasterÕs employment for any reason other than cause, in which case the unpaid balance shall be forgiven. The largest aggregate amount outstanding under the loan during fiscal 2005 was $183,244. The amount outstanding as of February 26, 2006, was $0.

3/15/2005 Proxy Information

On June 30, 2000, the Corporation became a Limited Partner in Venrock Associates III L.P. (ÒVenrockÓ), a venture capital fund. In the original agreement with Venrock, the Corporation committed to a total investment in the limited partnership of up to $25,000,000, with the commitment period expiring on January 1, 2005. In January 2005, the Company signed an amendment to the original agreement with Venrock, which reduced its commitment to $22,500,000 and extended the commitment period through December 31, 2010. The Corporation does not have the right to withdraw from the partnership prior to December 31, 2010. As of December 31, 2004, the Corporation had contributed $15,875,000 to the limited partnership. Mr. Sun, a Director of the Corporation, is a managing general partner of Venrock Associates. In the opinion of the Board, the CorporationÕs relationship with Venrock Associates will not interfere with Mr. SunÕs exercise of independent judgment in carrying out his responsibilities as a Director of the Corporation.

In May 2001, Mr. Hoffmaster, President and Chief Operating Officer of the Corporation, received a personal, non-interest bearing loan from the Corporation in the principal amount of $200,000 in conjunction with his hiring. The Corporation automatically applies any cash bonus payments (less applicable taxes and deductions) earned by Mr. Hoffmaster to the repayment of the loan balance. The loan must be repaid upon the termination of Mr. HoffmasterÕs employment, unless the Corporation terminates Mr. HoffmasterÕs employment for any reason other than cause, in which case the unpaid balance shall be forgiven. The largest aggregate amount outstanding under the loan during fiscal 2004 was $192,788. The amount outstanding as of February 27, 2005, was $17,725.

3/17/2004 Proxy Information

On June 30, 2000, the Corporation became a Limited Partner in Venrock Associates III, L.P., a venture capital fund. The Corporation has committed to a total investment in the limited partnership of up to $25,000,000, of which $13,625,000 had been contributed as of December 31, 2003. The commitment to contribute capital expires on January 1, 2005 and the Corporation does not have the right to withdraw from the partnership prior to December 31, 2010. Mr. Sun, a Director of the Corporation, is a managing general partner of Venrock Associates. In the opinion of the Board, the CorporationÕs relationship with Venrock Associates will not interfere with Mr. SunÕs exercise of independent judgment in carrying out his responsibilities as a Director of the Corporation.

In May 2001, Mr. Hoffmaster, Executive Vice President and Chief Operating Officer of the Corporation, received a personal, non-interest bearing loan from the Corporation in the principal amount of $200,000 in conjunction with his hiring. The Corporation automatically applies any cash bonus payments (less applicable taxes and deductions) earned by Mr. Hoffmaster to the repayment of the loan balance. The loan must be repaid upon the termination of Mr. HoffmasterÕs employment; provided, however, if the Corporation terminates Mr. HoffmasterÕs employment for any reason other than cause, then the unpaid balance shall be forgiven. The largest aggregate amount outstanding under the loan during 2003 was $192,788. The amount outstanding as of February 29, 2004 was $183,244.

3/21/2003 Proxy Information

On June 30, 2000, the Corporation became a Limited Partner in Venrock Associates III, L.P., a venture capital fund. The Company has committed to a total investment in the limited partnership of up to $25,000,000, of which $10,375,000 had been contributed as of December 31, 2002. The commitment to contribute capital expires on January 1, 2005 and the Company does not have the right to withdraw from the partnership prior to December 31, 2010. Mr. Sun is a managing general partner of Venrock Associates.

In May 2001, Mr. Hoffmaster, Executive Vice President and Chief Operating Officer of the Corporation, received a personal, non-interest bearing loan from the Corporation in the principal amount of $200,000. The Corporation automatically applies any cash bonus payments (less applicable taxes and deductions) earned by Mr. Hoffmaster to the repayment of the loan balance. The loan must be repaid upon the termination of Mr. HoffmasterÕs employment; provided, however, if the Corporation terminates Mr. HoffmasterÕs employment for any reason other than cause, then the unpaid balance shall be forgiven. The largest aggregate amount outstanding under the loan during 2002 was $200,000. The amount outstanding as of March 3, 2003 was $192,788.