An imaging device includes a Gray Code generator and an array of pixels. Each pixel includes a complimentary metal oxide semiconductor (“CMOS”) sensor, a comparator and random access memory (e.g., ferroelectric random access memory). The Gray Code generator is started at the beginning of capture mode and begins providing a sequence of code words. Within each pixel, an output of a CMOS sensor is compared to a threshold, and a code word in the sequence is stored in random access memory when the sensor output crosses the threshold. Thus, the random access memory of each pixel stores a code word that represents the intensity of light detected by its associated CMOS sensor.