Exhibit 10.1


 





3D SYSTEMS CORPORATION


 


EMPLOYMENT AGREEMENT


 


THIS EMPLOYMENT
AGREEMENT (this “Agreement”) is made on this 11th day of May, 2020 (the “Effective Date”),
by and between 3D Systems Corporation, a corporation organized and existing under the laws of the State of Delaware (“Company”),
and Dr. Jeffrey A. Graves (“Executive”).


 


RECITALS


 


WHEREAS, commencing
on the Effective Date, Company desires to employ Executive as President and Chief Executive Officer, subject to the terms and conditions
of this Agreement; and


 


WHEREAS, Executive
desires to be employed by Company in the aforesaid capacity subject to the terms and conditions of this Agreement.


 


NOW THEREFORE,
in consideration of the foregoing premises, of the mutual agreements and covenants contained herein and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows, effective as of the
Effective Date:


 


AGREEMENT


 


		1.	Employment.



 


Company hereby agrees
to employ Executive, and Executive hereby accepts employment, as President and Chief Executive Officer. Executive shall have the
duties and responsibilities and perform such administrative and managerial services of that position as are set forth in the bylaws
of Company (the “Bylaws”) or as shall be reasonably delegated or assigned to Executive by the Board of Directors
of Company (the “Board”) from time to time. Executive shall carry out Executive’s responsibilities hereunder
on a full-time basis for and on behalf of Company; provided that Executive shall be entitled to devote time to outside boards of
directors, personal investments, civic and charitable activities, and personal education and development, so long as such activities
do not interfere with or conflict with Executive’s duties hereunder in any material respect, and provided that Executive
notifies the Corporate Governance and Nominating Committee of the Board (the “Governance Committee”) of any
outside boards of directors on which Executive intends to serve, and the Governance Committee consents to such service, which consent
may be granted or withheld in the sole discretion of the Governance Committee. Notwithstanding the foregoing, Executive agrees
that, during the term of this Agreement, Executive shall not act as an officer or employee of any for profit business other than
Company without the prior written consent of Company.


 


		2.	Term.



 


The term of Executive’s
employment by Company under this Agreement (the “Employment Period”) shall commence on May 26, 2020 and shall
continue in effect through the second (2nd) anniversary of that date, unless earlier terminated as provided herein.
Thereafter, unless Company or Executive shall elect not to renew the Employment Period upon the expiration of the initial term
or any renewal term, which election shall be made by providing written notice of nonrenewal to the other party at least thirty
(30) days prior to the expiration of the then current term, the Employment Period shall be extended for an additional twelve (12)
months. If Company elects not to renew the Employment Period at the end of the initial term or any renewal term, such nonrenewal
shall be treated as a termination of the Employment Period and Executive’s employment without Cause by Company for the limited
purpose of determining the payments and benefits available to Executive under this Agreement (e.g., Executive shall be entitled
to the severance benefits set forth in Section 4.5.1). If Executive elects not to renew the Employment Period, such nonrenewal
shall constitute a termination of Executive’s employment and the Employment Period by Executive without Constructive Discharge,
and Executive shall only be entitled to the payments and benefits set forth in Section 4.5.4.


 



     


     


    




		3.	Compensation and Benefits.



 


In consideration for
the services Executive shall render under this Agreement, Company shall provide or cause to be provided to Executive the following
compensation and benefits:


 


3.1             
Base Salary. During the Employment Period Company shall pay to Executive an annual base salary
of $825,000.00 per annum, subject to all appropriate federal and state withholding taxes and which shall be payable in accordance
with Company’s normal payroll practices and procedures. Executive’s base salary shall be reviewed annually by the Board,
or a committee of the Board, and may be increased in the sole discretion of the Board, or such committee of the Board. Executive’s
base salary, as such base salary may be increased hereunder, is hereinafter referred to as the “Base Salary.”


 


3.2             
Performance Bonuses. Executive shall be eligible to receive cash bonuses in accordance with this
Section 3.2 (each a “Performance Bonus”). Payment of any Performance Bonus will be subject to the sole discretion
of the Compensation Committee of the Board (the “Compensation Committee”), and such Performance Bonus shall
be determined in the sole discretion of the Compensation Committee. Subject to the foregoing exercise of discretion, Executive’s
annual target Performance Bonus shall be not less than 100% of Executive’s Base Salary (the “Target Performance
Bonus”), provided that the actual Performance Bonus shall be based on performance, which may be less than or exceed the
Target Performance Bonus. Performance Bonuses, if any, shall be paid according to the terms of the bonus plan or program in which
Executive participates from time to time. Subject to Section 4.5.2 below, Executive must be employed to be entitled to any portion
of any Performance Bonus, and the Performance Bonus shall not be considered earned under this Agreement until such Bonus is paid.
The payout of Executive’s 2020 Performance Bonus shall be subject to Section 3.6.4 below.


 


3.3             
Benefits. During the Employment Period and as otherwise provided hereunder, Executive shall be
entitled to the following:


 



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3.3.1       
Vacation. Executive shall be entitled to participate in the Company’s vacation or flex time
policy, as applicable pursuant to Company policy, for similarly-situated executives of the Company.


 


3.3.2       
Participation in Benefit Plans. Executive shall be entitled to health and/or dental benefits, including
immediate coverage for Executive and Executive’s eligible dependents, which are generally available to Company’s executive
employees and as provided by Company, subject to the terms of its group health insurance plan. In addition, Executive shall be
entitled to participate in any profit sharing plan, retirement plan, group life insurance plan or other insurance plan or medical
expense plan maintained by Company for its executives generally, in accordance with the general eligibility criteria therein and
subject to the terms of any applicable plan. Nothing in this Agreement shall be construed as a promise to provide any particular
benefit, should the Company decide to discontinue or amend any particular benefit plan for other executives.


 


3.3.3       
Relocation. Company shall provide or reimburse Executive for certain expenses relating to Executive’s
relocation from Minnesota to the Charlotte, North Carolina metro area, in accordance with Company’s US Domestic Relocation
Policy and consistent with the Company’s relocation benefits for executives.


 


3.3.4       
Perquisites. Executive shall be entitled to such other benefits and perquisites that are generally
available to Company’s executive employees and as provided in accordance with Company’s plans, practices, policies
and programs for executive employees of Company.


 


3.4             
Expenses. Company shall reimburse Executive for proper and necessary expenses incurred by Executive
in the performance of Executive’s duties under this Agreement from time to time upon Executive’s submission to Company
of invoices of such expenses in reasonable detail and subject to all standard policies and procedures of Company with respect to
such expenses.


 


3.5             
Stock Awards. Executive shall be eligible to participate in any applicable stock bonus, restricted
stock award, performance share award, restricted stock unit, stock option, or similar plan, if any, implemented by Company and
generally available to its executive employees. The amount of the awards, if any, made thereunder shall be in the sole discretion
of the Board or Compensation Committee. Any such award that may be granted shall be subject to the terms of any applicable plan
or agreement, and Executive shall not be entitled to any award if Executive does not sign, or comply with, the terms of any plan
or agreement required for the award.


 


3.6             
New Hire Grant. Executive shall receive the following equity grants under the terms of the 2015
Incentive Plan of 3D Systems Corporation, the terms of which shall be reflected in one or more award agreements to be issued contemporaneously
with the commencement of Executive’s employment hereunder:


 


3.6.1       
An initial Restricted Stock Award (the “Initial RSA”) with respect to a number of shares of
the common stock, $0.001 par value per share, of the Company (“Common Stock”) calculated with a numerator equal
to $2,000,000 and a denominator equal to the 40 trading day trailing average of the closing price of the Company’s Common
Stock traded on the New York Stock Exchange under ticker “DDD” (“DDD”) ended on the Effective Date,
which shall vest and become exercisable (i) 20% on December 31, 2020, (ii) 40% on December 31, 2021, and (iii) 40% on December
31, 2022 during the continuation of Executive’s employment hereunder;


 



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3.6.2       
A time-based Restricted Stock Award (the “Time-Based RSA”) with respect to a number of shares
of Common Stock calculated with a numerator equal to $1,250,000 and a denominator equal to the 40 trading day trailing average
closing price of DDD ended on the Effective Date, which shall vest and become exercisable in three equal annual installments during
the continuation of Executive’s employment hereunder;


 


3.6.3       
A performance-based restricted stock unit award (“Performance-Based RSU”) with respect to
a number of shares of Common Stock calculated with the numerator equal to $1,250,000 and a denominator equal to the 40 trading
day trailing average closing price of DDD ended on the Effective Date, which may be earned during the period commencing on the
Effective Date and ending on the third anniversary based on the achievement at target of 50% total shareholder return (“TSR”),
which shall earn 100% of the Performance-Based RSU, with a threshold achievement at 25% TSR, which shall earn 50% of the Performance-Based
RSU and a maximum achievement at 75% TSR, which shall earn 150% of the Performance-Based RSU, in each case for 20 consecutive trading
days and vest, if applicable, on the third anniversary of the Effective Date. TSR will be measured
as the percentage growth in stock price, plus dividends and adjusted for events such as stock splits, with percentage growth calculated
as (stock price) / (40 trading day trailing average closing price of DDD ended on the Effective Date) – 1; and


 


3.6.4       
A 2020 bonus restricted Stock Award (“2020 Bonus RSA”) with respect a number of shares of
Common Stock calculated with the numerator equal to the pro-rata calculation of Executive’s 2020 Performance Bonus at target
and a denominator equal to the DDD closing price on the date determined by the Compensation Committee of the Board of Directors
following the completion of the 2020 financial audit and filing of the Company’s Annual Report on Form 10-K. Such date is
expected to be in early March 2021 and shall not extend past March 31, 2021. The 2020 Bonus RSA when calculated shall vest immediately
upon issuance.


 


The awards described
above shall be subject to such additional terms and conditions and documentation as may be determined by the Board or the Compensation
Committee in its sole discretion.


 


		4.	Termination of Services Prior To Expiration of Agreement.



 


Executive’s employment
and the Employment Period may be terminated at any time as follows (the effective date of such termination hereinafter referred
to as the “Termination Date”):


 


4.1             
Termination upon Death or Disability of Executive.


 


4.1.1       
Executive’s employment and the Employment Period shall terminate immediately upon the death of Executive.
In such event, all rights of Executive and/or Executive’s estate (or named beneficiary) shall cease except for the right
to receive payment of the amounts set forth in Section 4.5.5 of the Agreement.


 


4.1.2       
Company may terminate Executive’s employment and the Employment Period upon the disability of Executive.
For purposes of this Agreement, Executive shall be deemed to be “disabled” if Executive, as a result of illness
or incapacity, shall be unable to perform substantially Executive’s required duties for a period of three (3) consecutive
months or for any aggregate period of three (3) months in any six (6) month period. In the event of a dispute as to whether Executive
is disabled, Company may refer Executive to a licensed practicing physician who is mutually acceptable to Executive and Company,
and Executive agrees to submit to such tests and examination as such physician shall deem appropriate to determine Executive’s
capacity to perform the services required to be performed by Executive hereunder. In such event, the parties hereby agree that
the decision of such physician as to the disability of Executive shall be final and binding on the parties. Any termination of
the Employment Period under this Section 4.1.2 shall be effected without any adverse effect on Executive’s rights to receive
benefits under any disability policy of Company, but shall not be treated as a termination without Cause and Executive shall be
entitled to no further benefits or compensation under this Agreement.


 



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4.2             
Termination by Company for Cause. Company may terminate Executive’s employment and the Employment
Period for Cause (as defined herein) upon written notice to Executive, which termination shall be effective on the date specified
by Company in such notice; provided, however, that in respect of Sections 4.2.1 and 4.2.4 only, Executive shall have a period of
ten (10) days after the receipt of the written notice from Company to cure the particular action or inaction, to the extent a cure
is possible. For purposes of this Agreement, the term “Cause” shall mean:


 


4.2.1       
The willful failure by Executive to perform Executive’s duties and obligations hereunder in any material
respect, as determined by the Board in its reasonable judgment, other than any such failure resulting from the disability of Executive;


 


4.2.2       
Executive’s commission of a crime or offense involving the property of Company, or any crime or offense
constituting a felony or involving fraud or moral turpitude;


 


4.2.3       
Executive’s violation of any law, which violation is materially injurious or could reasonably be expected
to be materially injurious to the operations, prospects or reputation of Company;


 


4.2.4       
Executive’s material violation of this Agreement or any generally recognized policy of Company or Executive’s
refusal to follow the Board’s reasonable and lawful instructions;


 


4.2.5       
Executive’s commission, by act or omission, of any material act of dishonesty in performing employment
duties; or


 


4.2.6       
Executive’s use of alcohol or illegal drugs that interferes with performing employment duties, as determined
by the Board.


 


Any notice of termination for Cause provided
to Executive pursuant to Sections 4.2.1 or 4.2.4 shall specify in reasonable detail specific facts regarding any such assertion.
Any resolution or other Board action held with respect to any deliberation regarding or decision to terminate the Executive for
Cause shall be duly adopted by a vote of no less than a majority of the members of the entire Board.


 



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4.3             
Termination by Company without Cause; Termination by Executive without Constructive Discharge.
Executive may terminate Executive’s employment and the Employment Period at any time for any reason upon thirty (30) days’
prior written notice to Company. Company may terminate Executive’s employment and the Employment Period without Cause effective
immediately upon written notice to Executive. Upon termination of Executive’s employment with Company for any reason, Executive
shall be deemed to have resigned from all positions with the Company and each of its subsidiaries and shall take all appropriate
steps and cooperate with Company to effect such terminations (provided, that any such deemed resignations shall not affect Executive’s
entitlement (if any) to severance pay and benefits hereunder).


 


4.4             
Termination by Executive for Constructive Discharge.


 


4.4.1       
Executive may terminate Executive’s employment and the Employment Period, in accordance with the process
set forth below, as a result of a Constructive Discharge. For purposes of this Agreement “Constructive Discharge”
shall mean the occurrence of any of the following:


 


(i)                
a failure of Company to meet its obligations in any material respect under this Agreement, including, without
limitation, any failure to pay the Base Salary (other than the inadvertent failure to pay a de minimis amount of the Base Salary,
which payment is immediately made by Company upon notice from Executive); or


 


(ii)
       a material diminution in or other substantial adverse alteration in the nature or scope
of Executive’s responsibilities, authority, or duties with Company from those in effect on the Effective Date.


 


In the event
of the occurrence of a Constructive Discharge, Executive shall have the right to terminate Executive’s employment hereunder
and receive the benefits set forth in Section 4.5.1 below, upon delivery of written notice to Company no later than the close of
business on the sixtieth (60th) day following the effective date of the Constructive Discharge; provided, however, that such termination
shall not be effective until the expiration of thirty (30) days after receipt by Company of such written notice if Company has
not cured such Constructive Discharge within the 30-day period. If Company so effects a cure, the Constructive Discharge notice
shall be deemed rescinded and of no force or effect. Notwithstanding the foregoing, such notice and lapse of time shall not be
required with respect to any event or circumstance which is the same or substantially the same as an event or circumstance with
respect to which notice and an opportunity to cure has been given within the previous six (6) months. The Termination Date due
to Constructive Discharge shall be the date of Executive’s “separation from service” (within the meaning of Treas.
Reg. Section 1.409A-1(h)).


 


4.5             
Rights upon Termination. Upon termination of Executive’s employment and the Employment Period,
the following shall apply:


 



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4.5.1       
Termination by Company Without Cause or for Constructive Discharge. If Company terminates Executive’s
employment and the Employment Period without Cause, or if Executive terminates Executive’s employment and the Employment
Period as a result of a Constructive Discharge, in each case either (x) prior to a Change of Control (other than a termination
described in Section 4.5.2), or (y) after the second anniversary of a Change of Control, Executive shall be entitled to receive
payment of any Base Salary amounts that have accrued but have not been paid as of the Termination Date, and the unpaid Performance
Bonus, if any, with respect to the calendar year preceding the calendar year in which the Termination Date occurs (such Performance
Bonus, if any, to be determined in the manner that it would have been determined, and payable at the time it would have been payable,
under Section 3.2 had there been no termination of the Employment Period). In addition, subject to Section 4.7, below, Company
shall, subject to Sections 8.13, 8.14 and 8.15, be obligated to pay Executive (or provide Executive with) the following benefits
as severance:


 


(i)                
an amount equal to 150% of the Base Salary, payable in eighteen (18) equal monthly installments commencing on
the Termination Date, such amount to be payable regardless of whether Executive obtains other employment and is compensated therefor
(but only so long as Executive is not in violation of any provision of Section 5) (with the first two (2) installments to be paid
on the sixtieth (60th) day following the Termination Date and the remaining sixteen (16) installments being paid on the sixteen
(16) following monthly anniversaries of such date);


 


(ii)             
any unused vacation time accrued in the calendar year in which the Termination Date occurs, but only to extent
Company policy mandates the accrual of vacation time;


 


(iii)           
any Initial RSA shares issued pursuant to Section 3.6.1, but not yet vested shall become immediately vested on
the Termination Date; and


 


(iv)            
if Executive elects to continue Executive’s then current enrollment (including family enrollment, if applicable)
in the health and/or dental insurance benefits set forth in Section 3.3.2 in accordance with COBRA, then for a period of up
to eighteen (18) months following the Termination Date, the Company will continue to pay a portion of the premiums such that Executive’s
contribution to such plans will remain the same as if Executive were employed by Company, such contributions to be paid by Executive
in the same period (e.g., monthly, bi-weekly, etc.) as all other employees of Company (but deductions from Executive’s monthly
severance payments may be deemed acceptable for this purpose in the discretion of Company); provided, however that Company may
terminate such coverage if payment from Executive is not made within ten (10) days of the date on which Executive receives written
notice from Company that such payment is due; and provided, further, that such benefits shall be discontinued earlier to the extent
that Executive is no longer eligible for COBRA continuation coverage. In addition, this benefit is contingent upon timely election
of COBRA continuation coverage and will run concurrent with the COBRA period. Executive acknowledges and agrees that the amount
of any such premiums paid by the Company will constitute taxable wages for income and employment tax purposes.


 


For purposes of Section 409A of the Code
(including, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)), Executive’s right to receive
the foregoing payments shall be treated as a right to receive a series of separate payments and, accordingly, each installment
payment shall at all times be considered a separate and distinct payment.


 



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4.5.2       
Severance Upon Termination following a Change of Control. If, within the period beginning on the
date of a Change of Control through the second anniversary of the Change of Control, Executive terminates Executive’s employment
and the Employment Period pursuant to Section 4.4 or Company terminates Executive’s employment pursuant to Section 4.3, then
Executive shall, subject to Sections 4.7, 8.13, 8.14 and 8.15, receive the payment and benefits provided in Section 4.5.1; provided,
however, that in place of the eighteen (18) monthly payments provided for in Section 4.5.1(i), Executive shall receive a lump sum
amount of cash equal to the sum of (x) 200% of (i) Executive’s Base Salary plus (ii) Executive’s Target Performance
Bonus, and (y) a pro-rata portion of the Executive’s Target Performance Bonus for the year in which Executive’s employment
is terminated calculated as of the Termination Date, with such lump sum paid on the sixtieth (60th) day following the Termination
Date. In addition. Executive shall receive (i) the health and/or dental insurance benefits as described in Section 4.5.1.(iv) and
as set forth in Section 3.3.2 in accordance with COBRA, then for a period of up to twenty-four (24) months following the Termination
Date, and (ii) all outstanding performance-based restricted stock unit awards shall convert to time-based equity and all awarded,
but unvested time-based equity shall vest immediately on the Termination Date.


 


Anything
in this Agreement to the contrary notwithstanding, if (A) a Change of Control occurs, (B) Executive’s employment with Company
is terminated by Company without Cause or if Executive terminates his employment as a result of a Constructive Discharge, in either
case within one hundred eighty (180) days prior to the date on which the Change of Control occurs, and (C) it is reasonably demonstrated
by Executive that such termination of employment or events constituting Constructive Discharge was (x) at the request of a third
party who had taken steps reasonably calculated to effect a Change of Control or (y) otherwise arose in connection with or in anticipation
of a Change of Control, then for all purposes of this Agreement such Change of Control shall be deemed to have occurred during
the Employment Period and the Termination Date shall be deemed to have occurred after the Change of Control, so that Executive
is entitled to the vesting and other benefits provided by this Section 4.5.2. Any additional amounts due Executive as a result
of the application of this paragraph to a termination prior to a Change of Control shall be paid to Executive under this Section
4.5.2 in a lump sum on the sixtieth (60th) day following the Change of Control.


 


4.5.3       
Definition of Change of Control. For purposes of this Agreement, a “Change of Control”
shall mean any one of the following events following the Effective Date:


 


		(i)	the date of acquisition by any person or group other than Company or any subsidiary of Company
(and other than any employee benefit plans (or related trust) of Company or any of its subsidiaries) of beneficial ownership of
securities possessing more than thirty percent (30%) of the total combined voting power of Company’s then outstanding voting
securities which generally entitle the holder thereof to vote for the election of directors (“Voting Power”),
provided, however, that no Change of Control shall be deemed to have occurred solely by reason of any such acquisition by a corporation
with respect to which, after such acquisition, more than sixty percent (60%) of the then outstanding shares of common stock of
such corporation and the Voting Power of such corporation are then beneficially owned, directly or indirectly, by the persons who
were the beneficial owners of the stock and Voting Power of Company immediately before such acquisition, in substantially the same
proportions as their ownership immediately before such acquisition; or



 



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		(ii)	the date the individuals who constitute the Board as of immediately following the Effective Date
(the “Incumbent Board”) cease for any reason other than their deaths to constitute at least a majority of the
Board; provided that any individual who becomes a director after the Effective Date whose election or nomination for election by
Company’s stockholders was approved by a vote of at least a majority of the directors then comprising the Incumbent Board
shall be considered, for purposes of this Section, as though such individual were a member of the Incumbent Board; or



 


		(iii)	Company effects (a) a merger or consolidation of Company with one or more corporations or entities,
as a result of which the holders of the outstanding Voting Power of Company immediately prior to such merger, reorganization or
consolidation hold less than 50% of the Voting Power of the surviving or resulting corporation or entity immediately after such
merger or consolidation; (b) a liquidation or dissolution of Company; or (c) a sale or other disposition of all or substantially
all of the assets of Company other than to an entity of which Company owns at least 50% of the Voting Power.



 


For purposes of the foregoing definition,
the terms “beneficially owned” and “beneficial ownership” and “person”
shall have the meanings ascribed to them in Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the “1934
Act”), and “group” means two or more persons acting together in such a way to be deemed a person for
purposes of Section 13(d) of the 1934 Act. Further, notwithstanding anything herein to the contrary, the definition of Change of
Control set forth herein shall not be broader than the definition of “change in control event” as set forth under Section
409A of the Code, and the guidance promulgated thereunder, and if a transaction or event does not otherwise fall within such definition
of change in control event, it shall not be deemed a Change of Control for purposes of this Agreement.


 


4.5.4       
Termination With Cause by Company or Without Constructive Discharge by Executive. If Company terminates
Executive’s employment and the Employment Period with Cause, or if Executive terminates Executive’s employment and
the Employment Period other than as a result of a Constructive Discharge, (i) Company shall be obligated to pay Executive any Base
Salary amounts that have accrued but have not been paid as of the Termination Date; (ii) any unpaid Performance Bonus to which
Executive otherwise would be entitled shall be forfeited; and (iii) any unused vacation time accrued in the calendar year
in which the Termination Date occurs, but only to extent that Company policy mandates the accrual of vacation time.


 



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4.5.5       
Termination Upon Death or Disability. If Executive’s employment and the Employment Period
are terminated because of the death of Executive or because Executive is disabled, Company shall, subject to Sections 8.13 and
8.14, be obligated to pay or immediately vest to Executive or, if applicable, Executive’s estate, the following amounts and
equity: (i) earned but unpaid Base Salary; (ii) the unpaid Performance Bonus, if any, with respect to the calendar year
preceding the calendar year in which the Termination Date occurs (such Performance Bonus, if any, to be determined in the manner
it would have been determined, and payable at the time it would have been payable, under Section 3.2 had there been no termination
of the Employment Period); (iii) any unvested shares of the Initial RSA, (iv) the 2020 Bonus RSA, if not yet vested, and (v) any
unused vacation time accrued in the calendar year in which the Termination Date occurs, but only to extent that Company policy
mandates the accrual of vacation time.


 


4.6             
Effect of Notice of Termination. Any notice of termination by Company, in the discretion of the
Company, whether for Cause or without Cause, may specify that, during the notice period, Executive need not attend to any business
on behalf of Company.


 


4.7             
Requirement of a Release; Exclusivity of Severance Payments under this Agreement. As a condition
to the receipt of the severance payments and termination benefits to be provided to Executive pursuant to this Section 4 upon termination
of Executive’s employment without Cause or with Constructive Discharge, Executive shall execute and deliver to Company (without
revoking during any applicable revocation period specified in the release) a general release of claims against Company and its
affiliates in a customary form reasonably satisfactory to Company within forty-five (45) days following the Termination Date, which
shall be in form and substance satisfactory to the Company (provided, that Executive shall not be required to release any rights
under this Agreement or any other agreement with the Company or any of its affiliates with respect to any payments or obligations
of the Company or such affiliates that under the terms of the applicable agreement are to be made or satisfied after the Termination
Date, any rights to insurance coverage or any rights under benefit plans that by their terms survive the termination of Executive’s
employment, or any indemnification or related rights under Company’s certificate of incorporation or Bylaws or under any
indemnification agreement between Company and Executive or any rights under any director and officer liability insurance policy
maintained by Company for the benefit of Executive). In addition, the severance payments and termination benefits to be provided
to Executive pursuant to this Section 4 upon termination of Executive’s employment shall constitute the exclusive payments
in the nature of severance or termination pay or salary continuation which shall be due to Executive upon a termination of employment
and shall be in lieu of any other such payments under any severance plan, program, policy or other arrangement which has heretofore
been or shall hereafter be established by Company or any of its affiliates, other than payments to Executive under any indemnification
or related rights under Company’s certificate of incorporation or Bylaws or under any indemnification agreement between Company
and Executive or under any director and officer liability insurance policy maintained by Company for the benefit of Executive.
Without limiting Executive’s obligations under Section 5.10, Executive shall furthermore agree, as a condition to Company’s
obligation to pay severance payments and termination benefits, to return any and all Company property and to abide by any existing
restrictive covenant obligations set forth in this Agreement that survive the termination of this Agreement.


 



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		5.	Restrictive Covenants.



 


The growth and development
of Company and its affiliates and subsidiaries (collectively, “3D Systems”) depends to a significant degree
on the possession and protection of its customer list, customer information and other confidential and proprietary information
relating to 3D Systems’ products, services, methods, pricing, costs, research and development and marketing. All 3D Systems
employees and others engaged to perform services for 3D Systems have a common interest and responsibility in seeing that such customer
information and other Confidential Information, as that term is defined in Section 5.6 below, is not disclosed to any unauthorized
persons or used other than for 3D Systems’ benefit. This Section 5 expresses a common understanding concerning Company’s
and Executive’s mutual responsibilities. Therefore, in consideration for Company’s agreement to employ or continue
to employ Executive and grant Executive access to its Confidential Information, trade secrets, customer relationships and business
goodwill, and for other good and valuable consideration from Company, including, without limitation, compensation, benefits, raises,
bonus payments or promotions, the receipt and sufficiency of which are hereby acknowledged, and the severance benefits payable
pursuant to Section 4.5, Executive covenants and agrees as follows, which covenant and agreement is essential to this Agreement
and Executive’s employment with Company:


 


5.1             
Solicitation. Executive acknowledges that the identity and particular needs of 3D Systems’
customers are not generally known and were not known to Executive prior to Executive’s employment with 3D Systems; that 3D
Systems has relationships with, and a proprietary interest in the identity of, its customers and their particular needs and requirements;
and that documents and information regarding 3D Systems’ pricing, sales, costs and specialized requirements of 3D Systems’
customers are highly confidential and constitute trade secrets. Accordingly, Executive covenants and agrees that during the Employment
Period and for a period of eighteen (18) months after the Termination Date, regardless of the reason for such termination, Executive
will not, except on behalf of 3D Systems during and within the authorized scope of Executive’s employment with 3D Systems,
directly or indirectly, use any Confidential Information to: (i) call on, sell to, solicit or otherwise deal with any accounts,
or customers of 3D Systems which Executive called upon, contacted, solicited, sold to, or about which Executive learned Confidential
Information while employed by 3D Systems, for the purpose of soliciting, selling and/or providing, to any such account or customer,
any products or services similar to or in competition with any products or services then being sold by 3D Systems; or (ii) solicit
the services of any person who is an employee of 3D Systems; or (iii) solicit, induce or entice any employee of 3D Systems to terminate
employment with 3D Systems or to work for anyone in competition with 3D Systems or its subsidiaries.


 


5.2             
Non-Interference with Business Relationships. Executive covenants and agrees that during the Employment
Period, Executive will not interfere with the relationship or prospective relationship between 3D Systems and any person or entity
with which 3D Systems has a business relationship, or with which 3D Systems is preparing to have a business relationship


 


5.3             
Non-Competition. Executive agrees that during the Employment Period and for a period of eighteen
(18) months after the Termination Date, regardless of the reason for such termination, Executive shall not, directly or indirectly,
for Executive’s own benefit or for the benefit of others, render services for a Competing Organization in connection with
Competing Products or Services anywhere within the Restricted Territory. These prohibitions shall apply regardless of where such
services physically are rendered.


 



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For purposes of this
Agreement, “Competing Products or Services” means products, processes, or services of any person or organization
other than 3D Systems, in existence or under development, which are substantially the same, may be substituted for, or applied
to substantially the same end use as any product, process, or service of 3D Systems with which Executive works or worked during
the time of Executive’s employment with 3D Systems or about which Executive acquires or acquired Confidential Information
through Executive’s work with 3D Systems and in any event includes, but is not limited to, providing 3D or additive manufacturing
content-to-print solutions including 3D printers, print materials, on-demand custom parts services and 3D authoring solutions for
professionals and consumers.


 


For purposes of this
Agreement, “Competing Organization” means persons or organizations, including Executive, engaged in, or about
to become engaged in research or development, production, distribution, marketing, providing or selling of a Competing Product
or Service.


 


Executive agrees that,
because 3D Systems’ business is commonly conducted via the Internet and telephone, and because 3D Systems’ customers
are located across the United States and the world, an effort to narrowly limit the geographic scope of the noncompetition provision
would render it ineffective. Accordingly, for purposes of this Agreement, “Restricted Territory” shall mean:


 


5.3.1       
All markets in the United States and the world in which 3D Systems has conducted business or directed material
resources in soliciting business in the prior twenty-four (24) month period.


 


5.3.2       
In the event the preceding subsection 5.3.1 shall be determined by judicial action to be unenforceable, the “Restricted
Territory” shall be within the United States (including its territories) and within any other country that at any time was
within the scope of Executive’s employment and duties with 3D Systems.


 


5.3.3       
In the event the preceding subsection 5.3.2 shall be determined by judicial action to be unenforceable, the “Restricted
Territory” shall be within the United States (including its territories) and within any other country that at any time during
the last two (2) years of Executive’s employment with 3D Systems was within the scope of Executive’s employment
and duties for 3D Systems.


 


5.3.4       
In the event the preceding subsection 5.3.3 shall be determined by judicial action to be unenforceable, the “Restricted
Territory” shall be within any geographic region(s) that at any time during the last two (2) years of Executive’s
employment with 3D Systems was within the scope of Executive’s employment and duties for 3D Systems.


 


5.3.5       
In the event the preceding subsection 5.3.4 shall be determined by judicial action to be unenforceable, the “Restricted
Territory” shall be within any state in the United States that at any time during the last two (2) years of Executive’s
employment with 3D Systems was within the scope of Executive’s employment and duties for 3D Systems.


 



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Executive agrees that
in the event a court determines the length of time or the geographic area or the activities prohibited under this Section 5 are
too restrictive to be enforceable, the court may reduce the scope of the restriction or may sever the unenforceable provision in
accordance with Section 8.4 below to the extent necessary to make the restriction enforceable.


 


5.4             
Reasonableness of Restriction. Executive acknowledges that the foregoing non-solicitation, non-competition
and non-interference restrictions placed upon Executive are necessary and reasonable to avoid the improper disclosure or use of
Confidential Information, and that it has been made clear to Executive that Executive’s compliance with Section 5 of this
Agreement is a material condition to Executive’s employment by Company. Executive further acknowledges and agrees that, if
Executive breaches any of the requirements of Section 5.1, the restricted period set forth therein shall be tolled during the time
of such breach, but not for longer than eighteen (18) months.


 


Executive further acknowledges
and agrees that 3D Systems has attempted to impose the restrictions contained hereunder only to the extent necessary to protect
3D Systems from unfair competition and the unauthorized use or disclosure of Confidential Information. However, should the scope
or enforceability of any restrictive covenant be disputed at any time, Executive specifically agrees that a court may modify or
enforce the covenant to the full extent it believes to be reasonable under the circumstances existing at the time.


 


5.5             
Non-Disclosure. Executive further agrees that, other than as needed to fulfill the authorized scope
of Executive’s duties with 3D Systems, Executive will not during the Employment Period or thereafter use for Executive’s
benefit or for others or divulge or convey to any other person (except those persons designated by 3D Systems) any Confidential
Information obtained by Executive during the period of Executive’s employment with 3D Systems. Executive agrees to observe
all Company policies and procedures concerning such Confidential Information. Executive agrees that, except as may be permitted
by written Company policies, Executive will not remove from Company’s premises any of such Confidential Information without
the written authorization of Company. Executive’s obligations under this Agreement will continue with respect to Confidential
Information until such information becomes generally available from public sources through no fault of Executive’s. During
the Employment Period and thereafter Executive shall not disclose to any person the terms and conditions of Executive’s employment
by 3D Systems, except: (i) to close family members, (ii) to legal and accounting professionals who require the information to provide
a service to Executive, (iii) as required by law or (iv) to the extent necessary to inform a prospective or actual subsequent employer
of Executive’s duties and obligations under this Agreement. If Executive is requested, becomes legally compelled by subpoena
or otherwise, or is required by a regulatory body to make any disclosure that is prohibited by this Section 5.5, Executive will,
except to the extent prohibited by law, promptly notify Company so that 3D Systems may seek a protective order or other appropriate
remedy if 3D Systems deems such protection or remedy necessary under the circumstances. Subject to the foregoing, Executive may
furnish only that portion of Confidential Information that Executive is legally compelled or required to disclose. The restrictions
set forth herein are in addition to and not in lieu of any obligations Executive may have by law with respect to Confidential Information,
including any obligations Executive may have under the Uniform Trade Secrets Act and/or similar statutes as applicable in the state
of Executive’s residence and/or the state of Executive’s primary work location. Despite the foregoing, nothing in this
Agreement shall be deemed to restrict Executive from communicating with any member of the United States Congress, from giving truthful
testimony in any legal proceeding instituted or maintained, or from fully and candidly cooperating in connection with any investigation,
inquiry or proceeding undertaken by, any agency or representative of the United States government, any State, or any of their respective
political subdivisions having authority over any aspect of Company’s business operations, nor shall any such provision be
deemed to require any party to seek the authority of the other in connection therewith.


 



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5.6             
Definition of Confidential Information. As used herein, “Confidential Information”
shall include, but is not limited to, the following categories of information, knowledge, or data currently known or later developed
or acquired relating to 3D Systems’ business or received by 3D Systems in confidence from or about third parties, in each
case when the same is not in the public domain or otherwise publicly available (other than as result of a wrongful act of an agent
or employee of 3D Systems):


 


5.6.1       
Any information concerning 3D Systems’ products, business, business relationships, business plans or strategies,
marketing plans, contract provisions, actual or prospective suppliers or vendors, services, actual or anticipated research or development,
new product development, inventions, prototypes, models, solutions, discussion guides, documentation, techniques, actual or planned
patent applications, technological or engineering data, formulae, processes, designs, production plans or methods, or any related
technical or manufacturing know-how or other information;


 


5.6.2       
Any information concerning 3D Systems’ financial or profit data, pricing or cost formulas, margins, marketing
information, sales representative or distributor lists, or any information relating to corporate developments (including possible
acquisitions or divestitures);


 


5.6.3       
Any information concerning 3D Systems’ current or prospective customer lists or arrangements, equipment
or methods used or preferred by 3D Systems’ customers, or the customers or patients of customers;


 


5.6.4       
Any information concerning 3D Systems’ use of computer software, source code, object code, or algorithms
or architecture retained in or related to 3D Systems’ computer or computer systems;


 


5.6.5       
Any personal or performance information about any 3D Systems’ employee;


 


5.6.6       
Any information supplied to or acquired by 3D Systems under an obligation to keep such information confidential,
including without limitation Protected Health Information (PHI) as that term is defined by the Health Insurance Portability and
Accountability Act (HIPAA);


 



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5.6.7       
Any information, whether or not designated as confidential, obtained or observed by Executive or other 3D Systems
employees during training sessions related to Executive’s work for 3D Systems;


 


5.6.8       
Any other information treated as trade secrets or otherwise confidential by 3D Systems.


 


Executive hereby acknowledges
that some of this information may not be a “trade secret” under applicable law. Nevertheless, Executive agrees not
to disclose it.


 


5.7             
Inventions, Discoveries, and Work for Hire. Executive recognizes and agrees that all ideas, works
of authorship, inventions, patents, copyrights, designs, processes (e.g., development processes), methodologies (e.g., development
methodologies), machines, manufactures, compositions of matter, enhancements, and other developments or improvements and any derivative
works based thereon, including, without limitation, potential marketing and sales relationships, research, plans for products or
services, marketing plans, computer software (including source code and object code), computer programs, original works of authorship,
characters, know-how, trade secrets, information, data, developments, discoveries, improvements, modifications, technology and
algorithms, whether or not subject to patent or copyright protection (the “Inventions”) that (i) were made,
conceived, developed, authored or created by Executive, alone or with others, during the time of Executive’s employment,
whether or not during working hours, that relate to the business of 3D Systems or to the actual or demonstrably anticipated research
or development of 3D Systems, (ii) were used by Executive or other personnel of 3D Systems during the time of Executive’s
employment, even if such Inventions were made, conceived, developed, authored or created by Executive prior to the start of Executive’s
employment, (iii) are made, conceived, developed, authored or created by Executive, alone or with others, within one (1) year from
the Termination Date and that relate to the business of 3D Systems or to the actual or demonstrably anticipated research or development
of 3D Systems, or (iv) result from any work performed by Executive for 3D Systems (collectively with (i)-(iii), the “Company
Inventions”) are the sole and exclusive property of Company.


 


Notwithstanding the
foregoing, Company Inventions do not include any Inventions made, conceived, developed, authored or created by Executive, alone
or with others, for which no equipment, supplies, facility or trade secret information of 3D Systems was used and which were developed
entirely on Executive’s own time, unless (1) the Invention relates (A) to the business of 3D Systems, or (B) to the actual
or demonstrably anticipated research or development of 3D Systems, or (2) the Company Invention results from any work performed
by Executive for 3D Systems.


 


For the avoidance of
doubt, Executive expressly disclaims any and all right title and interest in and to all Company Inventions. Executive acknowledges
that Executive has and shall forever have no right, title or interest in or to any patents, copyrights, trademarks, industrial
designs or other rights in connection with any Company Inventions.


 


Executive hereby assigns
to Company all present and future right, title and interest Executive has or may have in and to the Company Inventions. Executive
further agrees that (i) Executive will promptly disclose all Company Inventions to 3D Systems; and (ii) all of the Company
Inventions, to the extent protectable under copyright laws, are “works made for hire” as that term is defined by the
Copyright Act, 17 U.S.C. § 101, et seq.


 



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At the request of and
without charge to Company, Executive will do all things deemed by Company to be reasonably necessary to perfect title to the Company
Inventions in Company and to assist in obtaining for Company such patents, copyrights or other protection in connection therewith
as may be provided under law and desired by Company, including but not limited to executing and signing any and all relevant applications,
assignments, or other instruments. Executive further agrees to provide, at Company’ request, declarations or affidavits and
to give testimony, in depositions, hearings or trials, in support of inventorship. These obligations continue even after the Termination
Date. Company agrees that Executive will be reimbursed for reasonable expenses incurred in providing such assistance to Company.
In the event Company is unable, after reasonable effort, to secure Executive’s signature on any document or documents needed
to apply for or prosecute any patent, copyright or other right or protection relating to any Company Invention, for any reason
whatsoever, Executive hereby irrevocably designates and appoints Company and its duly authorized officers and agents as Executive’s
agent and attorney-in-fact to act for and on Executive’s behalf to execute and file any such application or other document
and to do all other lawfully permitted acts to further the prosecution and issuance of patents, copyrights, or similar protections
thereon with the same legal force and effect as if executed by Executive.


 


For purposes of this
Agreement, a Company Invention shall be deemed to have been made during Executive’s employment if, during such period, the
Company Invention was conceived, in part or in whole, or first actually reduced to practice or fixed in a tangible medium during
Executive’s employment with Company. Executive further agrees and acknowledges that any patent or copyright application filed
within one (1) year after the Termination Date shall be presumed to relate to a Company Invention made during the term of Executive’s
employment unless Executive can provide evidence to the contrary.


 


5.8             
Covenants Are Independent Elements. The parties acknowledge that the restrictive covenants contained
in this Section 5 are essential independent elements of this Agreement and that, but for Executive agreeing to comply with them,
Company would not continue to employ Executive and would not provide the compensation herein. Accordingly, the existence or assertion
of any claim by Executive against Company, whether based on this Agreement or otherwise, shall not operate as a defense to Company’s
enforcement of the covenants this Section 5. An alleged or actual breach of the Agreement by the Company will not be a defense
to enforcement of the provisions of Section 5 or other obligations of Executive to the Company.


 


5.9             
Prior Employment. Executive hereby agrees that during the course and scope of the employment relationship
with Company, Executive shall neither disclose nor use any confidential information, invention, or work of authorship derived from,
developed or obtained in any prior employment relationship, and understands that any such disclosure or use would be injurious
to the economic and legal interests of Company. Executive represents that Executive has informed Company of any non-competition,
non-solicitation, confidentiality, work-for-hire or similar agreements to which Executive is subject or may be bound, and has provided
Company with copies of any such non-competition and non-solicitation agreements.


 



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5.10         
Return of Data. In the event of the termination of Executive’s employment with Company for
any reason whatsoever, Executive agrees to deliver promptly to Company all formulas, correspondence, reports, computer programs
and similar items, customer lists, marketing and sales data and all other materials pertaining to Confidential Information, and
all copies thereof, obtained by Executive during the period of Executive’s employment with Company which are in Executive’s
possession or under his control. Executive further agrees that Executive will not make or retain any copies of any of the foregoing
and will so represent to Company upon termination of his employment.


 


5.11         
Non-Disparagement. Executive agrees that during the Employment Period and at all times thereafter,
Executive will not make any statement, nor imply any meaning through Executive’s action or inaction, if such statement or
implication would be adverse to the interests of 3D Systems, its customers or its vendors or may reasonably cause any of the foregoing
embarrassment or humiliation; nor will Executive otherwise cause or contribute to any of the foregoing being held in disrepute
by the public or any other 3D Systems customer(s), vendor(s) or employee(s). Company agrees to instruct its officers, directors
and agents speaking regarding Executive with the prior knowledge and the express approval of an executive officer or director of
the Company not to disparage Executive to future employers of the Executive or others; provided, however, that nothing contained
in this Section 5.11 will restrict or impede Company from (i) complying with any applicable law, legal process, regulation or stock
exchange requirement, including disclosure obligations under securities laws and regulations, or a valid order of a court of competent
jurisdiction or an authorized government agency or entity; (ii) making any statement required or reasonably desirable in connection
with the enforcement or defense of any claim, legal proceeding or investigation involving Executive or the Company or any of their
respective Affiliates; or (iii) providing information to any future employer or prospective employer of Executive regarding Executive’s
obligations under this Agreement or any other agreement to which Executive is a party. Nothing herein prevents disclosure, in the
sole discretion of the Company and its employees, of this Agreement, or discussion of Executive’s employment with, and separation
of employment from, the Company, by and among employees and other agents of Company with a business need to know such information.
The restrictions of this Section 5.11 shall apply to, but are not limited to, communication via the Internet, any intranet, or
other electronic means, such as social media web sites, electronic bulletin boards, blogs, email messages, text messages or any
other electronic message. The restrictions of this Section 5.11 shall not be construed to prohibit or limit Executive, Company
or any other Person from testifying truthfully in any proceeding, arbitration or governmental investigation.


 


5.12         
Injunctive Relief and Additional Remedies for Breach. Executive further expressly acknowledges
and agrees that any breach or threatened breach of the provisions of this Section 5 shall entitle 3D Systems, in addition to any
other legal remedies available to it, to obtain injunctive relief, to prevent any violation of this Section 5 without the necessity
of 3D Systems posting bond or furnishing other security and without proving special damages or irreparable injury. Executive recognizes,
acknowledges and agrees that such injunctive relief is necessary to protect 3D Systems’ interest. Executive understands that
in addition to any other remedies available to 3D Systems at law or in equity or under this Agreement for violation of this Agreement,
other agreements or compensatory or benefit arrangements Executive has with 3D Systems may include provisions that specify certain
consequences thereunder that will result from Executive’s violation of this Agreement, which consequences may include repaying
3D Systems or foregoing certain equity awards or monies, and any such consequences shall not be considered by Executive or any
trier of fact as a forfeiture, penalty, duplicative remedy or exclusive remedy. Notwithstanding Section 8.9, the exclusive venue
for any action for injunctive or declaratory relief with respect to this Section 5 shall be the state or federal courts located
in York County, South Carolina. Company and Executive hereby irrevocably consent to any such courts’ exercise of jurisdiction
over them for such purpose.


 



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5.13         
Notification to Third Parties. Company may, at any time during or after the termination of Executive’s
employment with Company, notify any person, corporation, partnership or other business entity employing or engaging Executive or
evidencing an intention to employ or engage Executive as to the existence and provisions of this Agreement.


 


5.14         
Cooperation. The parties agree that certain matters in which the Executive will be involved during
the Employment Period may necessitate the Executive’s cooperation in the future. Accordingly, following the termination of
the Executive’s employment for any reason, to the extent reasonably requested by the Board, the Executive shall cooperate
with the Company in connection with matters arising out of the Executive’s service to the Company; provided that, the Company
shall make reasonable efforts to minimize disruption of the Executive’s other activities. The Company shall reimburse the
Executive for reasonable expenses incurred in connection with such cooperation and, to the extent that the Executive is required
to spend substantial time on such matters, the Company shall compensate the Executive at an hourly rate based on the Executive’s
Base Salary on the Termination Date.


 


		6.	No Mitigation.



 


In no event shall Executive
be obligated to seek other employment or take any other action by way of mitigation of the amounts payable to Executive under any
of the provisions of this Agreement and, except as otherwise provided herein, such amounts shall not be reduced whether or not
Executive obtains other employment.


 


		7.	Clawback.



 


All incentive compensation
paid to Executive pursuant to this Agreement or otherwise in connection with Executive’s employment with Company shall be
subject to forfeiture, recovery by Company or other action pursuant to any clawback or recoupment policy which Company may adopt
from time to time.


 


		8.	Miscellaneous.



 


8.1             
Valid Obligation. This Agreement has been duly authorized, executed and delivered by Company and
has been duly executed and delivered by Executive and is a legal, valid and binding obligation of Company and of Executive, enforceable
in accordance with its terms.


 



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8.2             
No Conflicts. Executive represents and warrants that the performance by Executive of the duties
that are reasonably expected to be performed hereunder will not result in a material breach of any agreement to which Executive
is a party.


 


8.3             
Applicable Law. This Agreement shall be construed in accordance with the laws of the State of South
Carolina (the “Applicable State Law”), without reference to South Carolina’s choice of law statutes or
decisions.


 


8.4             
Severability. The provisions of this Agreement shall be deemed severable, and the invalidity or
unenforceability of any one or more of the provisions hereof shall not affect the validity or enforceability of any other provision.
If any provision of this Agreement shall be prohibited by or invalid under the Applicable State Law, the prohibited or invalid
provision(s) shall be deemed severed herefrom and shall be unenforceable to the extent of such prohibition or invalidity without
invalidating the remainder of such provision or the remaining provisions of this Agreement. In the event any clause of this Agreement
is deemed to be invalid, the parties shall endeavor to modify that clause in a manner which carries out the intent of the parties
in executing this Agreement.


 


8.5             
No Waiver. The waiver of a breach of any provision of this Agreement by any party shall not be
deemed or held to be a continuing waiver of such breach or a waiver of any subsequent breach of any provision of this Agreement
or as nullifying the effectiveness of such provision, unless agreed to in writing by the parties.


 


8.6             
Notices. All demands, notices, requests, consents and other communications required or permitted
under this Agreement shall be in writing and shall be personally delivered or sent by facsimile machine (with a confirmation copy
sent by one of the other methods authorized in this Section), or by commercial overnight delivery service, to the parties at the
addresses set forth below:


 
	 	To Company:	3D Systems Corporation

                                             333 Three D Systems Circle

                                             Rock Hill, South Carolina 29730

                                             Attention: Chairman of the Board of Directors


	 	To Executive:	At
the address and/or fax number most recently contained in Company’s records



 








Notices shall be deemed given upon the
earliest to occur of (i) receipt by the party to whom such notice is directed, if hand delivered; (ii) if sent by facsimile
machine, on the day (other than a Saturday, Sunday or legal holiday in the jurisdiction to which such notice is directed) such
notice is sent if sent (as evidenced by the facsimile confirmed receipt) prior to 5:00 p.m. Central Time and, if sent after 5:00
p.m. Central Time, on the day (other than a Saturday, Sunday or legal holiday in the jurisdiction to which such notice is directed)
after which such notice is sent; or (iii) on the first business day (other than a Saturday, Sunday or legal holiday in the jurisdiction
to which such notice is directed) following the day the same is deposited with the commercial carrier if sent by commercial overnight
delivery service. Each party, by notice duly given in accordance therewith may specify a different address for the giving of any
notice hereunder.


 



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8.7             
Assignment of Agreement. This Agreement shall be binding upon and inure to the benefit of Executive
and Company, their respective successors and permitted assigns and Executive’s heirs and personal representatives. Executive
may not assign any rights or obligations hereunder to any person or entity without the prior written consent of Company. This Agreement
shall be personal to Executive for all purposes.


 


8.8             
Entire Agreement; Amendments. Except as otherwise provided herein, this Agreement contains the
entire understanding between the parties, and there are no other agreements or understandings between the parties with respect
to Executive’s employment by Company and Executive’s obligations thereto other than Executive’s indemnification
or related rights under Company’s certificate of incorporation or Bylaws or under any indemnification agreement between Company
and Executive and Executive’s rights under any equity incentive plans or bonus plans of Company. Subject to applicable law,
Executive will be provided indemnification to the maximum extent permitted by the Company’s bylaws and certificate of incorporation,
including, if applicable, any directors and officers insurance policies, with such indemnification to be on terms determined by
the Board or any of its committees, but on terms no less favorable than provided to any other Company executive officer or director
and subject to the terms of any separate written indemnification agreement. Executive acknowledges that Executive is not relying
upon any representations or warranties concerning Executive’s employment by Company except as expressly set forth herein.
No amendment or modification to the Agreement shall be valid except by a subsequent written instrument executed by the parties
hereto.


 


8.9             
Dispute Resolution and Arbitration. The following procedures shall be used in the resolution of
disputes:


 


8.9.1       
Dispute. In the event of any dispute or disagreement between the parties under this Agreement (excluding
an action for injunctive or declaratory relief as provided in Section 5.12), the disputing party shall provide written notice to
the other party that such dispute exists. The parties will then make a good faith effort to resolve the dispute or disagreement.
If the dispute is not resolved upon the expiration of fifteen (15) days from the date a party receives such notice of dispute,
the entire matter shall then be submitted to arbitration as set forth in Section 8.9.2.


 


8.9.2       
Arbitration. Should any legal claim (other than those excepted below) arising out of or in any
way relating to this Agreement or Executive's employment or the termination of Executive's employment not be resolved by negotiation
or mediation, it shall be subject to binding and final arbitration in Rock Hill, South Carolina, which is in York County. The fees
of the arbitrator and any other fees for the administration of the arbitration that would not normally be incurred if the action
were brought in a court of law shall be paid by Company.  However, Executive shall be required to pay the amount of those
fees equal to that which Executive would have been required to pay to file a lawsuit in court. Any demand for arbitration shall
be in writing and must be communicated to the other party prior to the expiration of the applicable statute of limitations. Unless
otherwise provided herein, the arbitration shall be conducted by a single arbitrator in accordance with the Employment Arbitration
Rules and Mediation Procedures published by the American Arbitration Association. If the arbitrator selected as set forth herein
determines that this location constitutes a significant hardship on the Executive and constitutes an impermissible barrier to Executive’s
efforts to enforce Executive’s statutory or contractual rights, such arbitration may be conducted in some other place determined
to be reasonable by the arbitrator. The arbitrator shall be selected by mutual agreement of the parties. If the parties cannot
agree on an arbitrator within thirty (30) days after written request for arbitration is made by one party to the controversy, a
neutral arbitrator shall be appointed according to the procedures set forth in the American Arbitration Association Employment
Arbitration Rules and Mediation Procedures. In rendering the award, the arbitrator shall have the authority to resolve only the
legal dispute between the parties, shall not have the authority to abridge or enlarge substantive rights or remedies available
under existing law, and shall determine the rights and obligations of the parties according to the substantive laws of the Applicable
State Law and any applicable federal law. In addition, the arbitrator's decision and award shall be in writing and signed by the
arbitrator, and accompanied by a concise written explanation of the basis of the award. The award rendered by the arbitrator shall
be final and binding, and judgment on the award may be entered in any court having jurisdiction thereof. The arbitrator is authorized
to award any party a sum deemed proper for the time, expense, and trouble of arbitration, including arbitration fees and attorneys’
fees.


 



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8.9.3       
Types of Claims. All legal claims brought by Executive or Company related to this Agreement, the employment
relationship, terms and conditions of Executive’s employment, and/or termination from employment are subject to this dispute
resolution procedure. These include, by way of example and without limitation, any legal claims based on alleged discrimination
or retaliation on the basis of race, sex (including sexual harassment), religion, national origin, age, disability or other protected
classification, whether based on state or federal law; payment of wages, bonuses, or commissions; workers’ compensation retaliation;
defamation; invasion of privacy; infliction of emotional distress and/or breach of an express or implied contract. Disputes and
actions excluded from Section 8.9 are: (1) claims for workers’ compensation or unemployment benefits; (2) claims for benefits
under a Company plan or program that provides its own process for dispute resolution; (3) claims for declaratory or injunctive
relief (any such proceedings will be without prejudice to the parties’ rights under Section 8.9 to obtain additional relief
in arbitration with respect to such matters); (4) claims for unfair labor practices filed with the National Labor Relations Board;
and (5) actions to compel arbitration or to enforce or vacate an arbitrator’s award under Section 8.9, such action to be
governed by the Federal Arbitration Act (“FAA”) and the provisions of Section 8.9. Nothing in this Agreement
shall be interpreted to mean that Executive is precluded from filing complaints with the Equal Employment Opportunity Commission,
the National Labor Relations Board or any similar state or federal agency. Any controversy over whether a dispute is arbitrable
or as to the interpretation of Section 8.9 with respect to such arbitration will be determined by the arbitrator.


 


8.10         
Survival. For avoidance of doubt, the provisions of Sections 4.5, 5, 7 and 8 of this Agreement
shall survive the expiration or earlier termination of the Employment Period.


 


8.11         
Headings. Section headings used in this Agreement are for convenience of reference only and shall
not be used to construe the meaning of any provision of this Agreement.


 


8.12         
Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an
original, but both of which together shall constitute one and the same instrument. Signatures delivered via facsimile or electronic
file shall be the same as original signatures.


 



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8.13         
Taxes. Executive shall be solely responsible for taxes imposed on Executive by reason of any compensation
and benefits provided under this Agreement and all such compensation and benefits shall be subject to applicable withholding.


 


8.14         
Section 409A of the Code. It is intended that this Agreement will comply with Section 409A of the
Code (and any regulations and guidelines issued thereunder) to the extent the Agreement is subject thereto, and the Agreement shall
be interpreted on a basis consistent with such intent. If an amendment of the Agreement is necessary in order for it to comply
with Section 409A, the parties hereto will negotiate in good faith to amend the Agreement in a manner that preserves the original
intent of the parties to the extent reasonably possible. No action or failure by Company in good faith to act, pursuant to this
Section 8.14, shall subject Company to any claim, liability, or expense, and Company shall not have any obligation to indemnify
or otherwise protect Executive from the obligation to pay any taxes pursuant to Section 409A of the Code.


 


In addition, notwithstanding
any provision to the contrary in this Agreement, if Executive is deemed on the date of Executive’s “separation from
service” (within the meaning of Treas. Reg. Section 1.409A-1(h)) to be a “specified employee” (within
the meaning of Treas. Reg. Section 1.409A-1(i)), then with regard to any payment that is required to be delayed pursuant to Section
409A(a)(2)(B) of the Code (the “Delayed Payments”), such payment shall not be made prior to the earlier of (i)
the expiration of the six (6) month period measured from the date of Executive’s “separation from service” and
(ii) the date of Executive’s death. Any payments due under this Agreement other than the Delayed Payments shall be paid in
accordance with the normal payment dates specified herein. In no case will the delay of any of the Delayed Payments by Company
constitute a breach of Company’s obligations under this Agreement. For the provision of payments and benefits under this
Agreement upon termination of employment, reference to Executive’s “termination of employment” (and corollary
terms) with Company shall be construed to refer to Executive’s “separation from service” from Company (as determined
under Treas. Reg. Section 1.409A-1(h), as uniformly applied by Company) in tandem with Executive’s termination of employment
with Company.


 


In addition, to the
extent that any reimbursement or in-kind benefit under this Agreement or under any other reimbursement or in-kind benefit plan
or arrangement in which Executive participates during the term of Executive’s employment under this Agreement or thereafter
provides for a “deferral of compensation” within the meaning of Section 409A of the Code, (i) the amount eligible
for reimbursement or in-kind benefit in one calendar year may not affect the amount eligible for reimbursement or in-kind benefit
in any other calendar year (except that a plan providing medical or health benefits may impose a generally applicable limit on
the amount that may be reimbursed or paid), (ii) the right to reimbursement or an in-kind benefit is not subject to liquidation
or exchange for another benefit, and (iii) subject to any shorter time periods provided herein, any such reimbursement of
an expense or in-kind benefit must be made on or before the last day of the calendar year following the calendar year in which
the expense was incurred.


 



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If the sixty (60)-day
period following a “separation from service” begins in one calendar year and ends in a second calendar year (a “Crossover
60-Day Period”), then any severance payments that would otherwise occur during the portion of the Crossover 60-Day Period
that falls within the first year will be delayed and paid in a lump sum during the portion of the Crossover 60-Day Period that
falls within the second year.


 


8.15         
Limitation on Payments.


 


8.15.1   
Parachute Payments. In the event that the payments and benefits provided for in this Agreement or other
payments and benefits payable or provided to Executive (i) constitute “parachute payments” within the meaning of Section
280G of the Code and (ii) but for this Section 8.15, would be subject to the excise tax imposed by Section 4999 of the Code, then
Executive’s payments and benefits under this Agreement and other payments or benefits (the “280G Amounts”)
will be either:


 


(i)                
delivered in full, or


 


(ii)             
delivered as to such lesser extent which would result in no portion of such payments or benefits being subject
to excise tax under Section 4999 of the Code,


 


whichever of the foregoing amounts, taking
into account the applicable federal, state and local income taxes and the excise tax imposed by Section 4999, results in the receipt
by Executive on an after-tax basis, of the greatest amount of 280G Amounts, notwithstanding that all or some portion of the 280G
Amounts may be taxable under Section 4999 of the Code.


 


8.15.2   
Reduction Order. In the event that a reduction of 280G Amounts is being made in accordance with Section
8.15.1, the reduction will occur, with respect to the 280G Amounts considered parachute payments within the meaning of Section
280G of the Code, in the following order:


 


(i)                
reduction of cash payments in reverse chronological order (that is, the cash payment owed on the latest date
following the occurrence of the event triggering the excise tax will be the first cash payment to be reduced);


 


(ii)             
cancellation of equity awards that were granted “contingent on a change in ownership or control”
within the meaning of Code Section 280G in the reverse order of date of grant of the awards (that is, the most recently granted
equity awards will be cancelled first);


 


(iii)           
reduction of the accelerated vesting of equity awards in the reverse order of date of grant of the awards (that
is, the vesting of the most recently granted equity awards will be cancelled first); and


 


(iv)            
reduction of employee benefits in reverse chronological order (that is, the benefit owed on the latest date following
the occurrence of the event triggering the excise tax will be the first benefit to be reduced).


 


In no event will Executive have any discretion
with respect to the ordering of payments.


 



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8.15.3   
Accounting or Valuation Firm. Unless the Company and Executive otherwise agree in writing, any
determination required under this Section 8.15 will be made in writing by a nationally recognized accounting or valuation firm
(the “Firm”) selected by the Company, whose determination will be conclusive and binding upon Executive and
the Company for all purposes. For purposes of making the calculations required by this Section 8.15, the Firm may make reasonable
assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the
application of Sections 280G and 4999 of the Code. The Company and Executive will furnish to the Firm such information and documents
as the Firm may reasonably request in order to make a determination under this Section 8.15. The Company will bear all costs and
make all payments for the Firm’s services relating to any calculations contemplated by this Section 8.15.


 


8.16         
Payment by Subsidiaries. Executive acknowledges and agrees that Company may satisfy its obligations
to make payments to Executive under this Agreement by causing one or more of its subsidiaries to make such payments to Executive.
Executive agrees that any such payment made by any such subsidiary shall fully satisfy and discharge Company’s obligation
to make such payment to Executive hereunder (but only to the extent of such payment).


 



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IN WITNESS WHEREOF,
the parties have executed this Agreement as of the date and year first above written, to be effective at the Effective Date.


 


	 	EXECUTIVE
	 	 
	 	/s/ Jeffrey A. Graves
 Jeffrey A. Graves
	 	 
	 	 
	 	 
	 	3D Systems Corporation
	 	 
	 	/s/ Charles G. McClure, Jr.
 By: Charles G. McClure, Jr.
 Title: Chairman of the Board of Directors