Exhibit 10.1


 


3D SYSTEMS CORPORATION


 


TRANSITION AGREEMENT


 


JOHN N. MCMULLEN


 


THIS TRANSITION AGREEMENT (this “Agreement”)
is entered into by and between 3D Systems Corporation, a Delaware corporation (hereinafter referred to as the “Company”),
and John N. McMullen, a resident of the State of California (hereinafter referred to as the “Executive”) and
is effective as of the 14th day of March, 2019 (the “Effective Date”).


 


WHEREAS, Executive currently serves as the Executive
Vice President and Chief Financial Officer of the Company;


 


WHEREAS, Executive entered into an employment
agreement with the Company dated June 15, 2016 (the “Executive Employment Agreement”);


 


WHEREAS, Executive desires to retire from the
Company; and


 


WHEREAS, Executive and the Company have agreed
to the transition of Executive from the role of Executive Vice President and Chief Financial Officer of the Company to a consulting
role for the Company, pursuant to the terms and subject to the conditions set forth below.


 


Accordingly, the parties hereto agree as follows:


 


1.                 
Transition of Employment; Term of Agreement. Executive shall continue to serve as the Executive Vice President
and Chief Financial Officer of the Company through the earlier of (i) the date of the Company’s hiring of Executive’s
successor in such role, and (ii) December 31, 2019, at which time, Executive shall retire from the Company (the “Retirement
Date”). The Company agrees to make a good faith and commercially reasonable effort to hire Executive’s successor
so as to permit such transition to occur within six (6) months from the Effective Date. Thereafter, Executive shall serve the Company
as a non-employee consultant for a period of twelve (12) months and, during such consultancy, Executive shall perform such tasks
and provide such services to which the Company and Executive mutually agree. The period beginning with the Effective Date and ending
on the last day of the consulting period (the “Consulting End Date”), shall be referred to herein as the “Term.”


 


2.                 
Duties. In his continuing capacity as Executive Vice President and Chief Financial Officer of the Company, Executive
shall faithfully perform for the Company the duties of said offices and shall perform such other duties of an executive, managerial
or administrative nature as shall be specified and designated from time to time by the Board of Directors (the “Board”)
or the Chief Executive Officer of the Company to whom Executive shall report.


 






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3.                 
Compensation.


 


3.1             
Base Salary. Executive’s current annual base salary of $515,000 shall (subject to modification in accordance
with the Company’s normal compensation policy for executive officers) continue during his continued service as Executive
Vice President and Chief Financial Officer of the Company until the Retirement Date. Upon Executive’s transition to his role
as a consultant to the Company, Executive shall be entitled to receive an annual consulting payment of $515,000, paid in twelve
(12) equal monthly installments on the first day of each month during the consulting period (with a pro-rated payment for any partial
applicable calendar month).


 


3.2             
Annual Incentive Compensation.


 


Executive shall be eligible for an annual incentive
award for 2019 in an amount of up to 50% of his applicable salary, based on the determination of the Company’s Compensation
Committee and Chief Executive Officer based on individual and Company performance goals, pro-rated based on the Retirement Date.
Any 2019 annual incentive award determined to be earned shall be paid to Executive in accordance with the customary practices of
the Company in April 2020.


 


3.3             
Time Based Equity Compensation. During the Term, Executive will continue to be eligible for vesting of the following
restricted stock awards under the Company’s 2015 Incentive Plan (the “2015 Incentive Plan”) pursuant to
the terms and conditions of the applicable existing equity award agreements, except as modified below:


 


(a)              
25,000 shares of restricted stock granted on July 1, 2016, which are scheduled to vest in accordance with their terms and
conditions during the Term (the “2016 Grant”);


 


(b)              
22,805 shares of restricted stock granted on December 4, 2017, which are scheduled to vest in accordance with their terms
and conditions during the Term, with any remaining balance to vest on the Consulting End Date (the “2017 Grant”);


 


(c)              
9,407 shares of restricted stock granted as performance share units on February 15, 2018, which are scheduled to vest in
accordance with their terms and conditions during the Term, with any remaining balance to vest on the Consulting End Date (the
“2018 Grant”); and


 


(d)              
32,895 shares of restricted stock granted on February 15, 2019, which are scheduled to vest in accordance with their terms
and conditions during the Term, with any remaining balance to vest on the Consulting End Date (the “2019 Grant”).


 


The 2016 Grant, 2017 Grant, 2018 Grant and 2019 Grant shall be referred
to collectively as, the “Time Based Equity Compensation Awards.” The treatment of the Time Based Equity Compensation
Awards hereunder is conditioned upon Executive’s continued employment and/or consulting services during the Term.


 






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3.4             
Performance Based Equity Compensation. Prior to the Retirement Date, Executive will continue to be eligible for
vesting of the following performance based equity awards under the Company’s 2015 Incentive Plan pursuant to the terms and
conditions of the applicable existing equity award agreements:


 


(a)              
25,000 shares of restricted stock granted on July 1, 2016, which vest upon certain conditions including achieving of a $30
stock price for the Company’s common stock;


 


(b)              
25,000 shares of restricted stock granted on July 1, 2016, which vest upon certain conditions including achieving of a $40
stock price for the Company’s common stock;


 


(c)              
100,000 stock options granted on July 1, 2016 which vest upon certain conditions including achieving of a $30 stock price
for the Company’s common stock;


 


(d)              
100,000 stock options granted on July 1, 2016 which vest upon certain conditions including achieving of a $40 stock price
for the Company’s common stock; and


 


(e)              
32,895 performance share units that vest upon the achievement of certain 2019 performance metrics. Any restricted shares
earned related to these performance share units shall vest in accordance with their terms and conditions during the Term, with
any remaining balance of earned shares to vest on the Consulting End Date.


 


For sake of clarity, any performance based equity compensation described
in Section 3.4(a) through (d) above that has not vested by the Retirement Date, shall be forfeited by Executive. The 2019 performance
share units shall be measured following the Company’s annual audit in the first quarter of 2020 and earned on a pro-rata
basis based on the Retirement Date. The treatment of the performance based equity awards hereunder is conditioned upon Executive’s
continued employment and/or consulting services during the Term.


 


3.5             
Benefits. During the portion of the Term prior to Executive’s transition to his role as a consultant to
the Company, Executive shall be permitted to participate in any health and welfare, retirement and other benefits that may be available
to other senior executives of the Company generally, in each case, to the extent that Executive is eligible under the terms of
such plans or programs, as such plans and programs may be amended by the Company from time to time. Following the Retirement Date,
Executive may continue current health, dental, and vision insurance coverage for up to eighteen (18) months, so long as Executive
elects and maintains eligibility for COBRA continuation coverage. If Executive elects COBRA coverage, then during the consulting
period and ending on the Consulting End Date, the Company will pay a portion such that Executive’s healthcare premium payments
will remain the same as the premiums paid by Executive for coverage during employment prior to the Retirement Date. 


 


3.6             
Expenses. The Company shall pay or reimburse Executive for all ordinary and reasonable out-of-pocket expenses
actually incurred in connection with the performance of Executive’s services under this Agreement during the Term in accordance
with the Company’s business expense reimbursement policy.


 






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3.7             
Acceleration of Vesting upon Change in Control. During Executive’s service as a consultant during the Term
following the Retirement Date, upon the occurrence of a “Change in Control” (as defined in, and consistent with
the terms and conditions of, the 3D Systems Corporation Change of Control Severance Policy), all Time Based Equity Compensation
Awards, to the extent not vested as of the date of the Change in Control, shall, immediately prior to the effectiveness of the
Change in Control, be deemed vested and all forfeiture restrictions shall lapse. Notwithstanding the foregoing, to the extent necessary
for Executive to avoid taxes and/or penalties under Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”),
a Change in Control shall not be deemed to occur unless it constitutes a “change in control event” within the meaning
of Section 1.409A-3(i)(5) of the Treasury Regulations promulgated under Section 409A of the Code.


 


4.                 
Other Provisions.


 


4.1             
Requirement of a Release. As a condition to the receipt of the consulting payments and benefits to be provided
to Executive pursuant to this Agreement, following Executive’s employment on the Retirement Date, 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 Retirement Date (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 Retirement 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 payments and benefits to be provided to Executive pursuant to this Agreement shall constitute the
exclusive payments and benefits which shall be due to Executive following employment by reason of retirement and shall be in lieu
of any other such payments under the Executive Employment Agreement, 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.


 


4.2             
Communications Regarding Agreement. The Company and Executive agree that any communications regarding the scope
or subject matter of this Agreement, and the timing of any such communications, must receive express consent in advance from the
President and Chief Executive Officer of the Company, or his delegate and Executive.


 


4.3             
Severability. Executive acknowledges and agrees that Executive has had an opportunity to seek advice of counsel
in connection with this Agreement. If it is determined that any of the provisions of this Agreement, or any part thereof, is invalid
or unenforceable, the remainder of the provisions of this Agreement shall not thereby be affected and shall be given full affect,
without regard to the invalid portions.


 






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4.4             
Applicable Law. This Agreement shall be construed in accordance with the laws of the State of California (the
“Applicable State Law”), without reference to California’s choice of law statutes or decisions.


 


4.5             
Dispute Resolution and Arbitration. The following procedures shall be used in the resolution of disputes:


 


(a)              
Dispute. In the event of any dispute or disagreement between the parties under this Agreement, 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 4.4(b)
below.


 


(b)              
Arbitration. Should any legal claim (other than those excepted below) arising out of or in any way relating
to this Agreement, 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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4.6             
Notices. Any notice, consent or other communication required or permitted hereunder shall be in writing and shall
be delivered personally, telegraphed, telexed, sent by facsimile transmission or sent by certified, registered or express mail,
postage prepaid. Any such notice, consent or other communication shall be deemed given when so delivered personally, delivered
by overnight courier, telexed or sent by facsimile transmission or, if mailed, five days after the date of deposit in the United
States mails as follows:


 


(a)              
If to the Company, to:


 


3D Systems Corporation


333 Three D Systems Circle


Rock Hill, SC 29730


Attention: Chief Legal Officer


 


 


(b)              
If to Executive, to:


 


John N. McMullen


 


Any such person may by notice given in accordance with this Section
to the other parties hereto designate another address or person for receipt by such person of notices hereunder.


 


4.7             
Entire Agreement. Subject to Section 4.15 below and except with respect to the Executive Employment Agreement
and the applicable equity award agreements related to the equity compensation described in Sections 3.3 and 3.4 above, this Agreement
contains the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements,
written or oral, with the Company or its subsidiaries (or any predecessor of either).


 


4.8             
Waivers and Amendments. This Agreement may be amended, superseded, canceled, renewed or extended, and the terms
hereof may be waived, only by a written instrument signed by the parties or, in the case of a waiver, by the party waiving compliance.
No delay on the part of any party in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor
shall any waiver on the part of any party of any such right, power or privilege nor any single or partial exercise of any such
right, power or privilege, preclude any other or further exercise thereof or the exercise of any other such right, power or privilege.


 


4.9             
Assignment. This Agreement shall be binding upon and inure to the benefit of the executors, administrators, heirs,
successors and assigns of the parties; provided, however, that except as herein expressly provided, this Agreement shall not be
assignable either by the Company (except to an affiliate of the Company, in which event the Company shall remain liable if the
affiliate fails to meet any of the Company’s obligations hereunder, including without limitation to provide the employment
opportunities offered hereby and to make payments or provide benefits or otherwise) or by Executive.


 


4.10         
Withholding. The Company shall be entitled to withhold from any payments or deemed payments any amount of withholding
required by law. In the event that the Company determines that any federal, state, local or foreign tax or withholding payment
is required relating to the vesting in or delivery of any equity compensation, the Company shall have the right to require such
payments from Executive or withhold such amounts from other payments due to Executive from the Company or any affiliate, or to
withhold such equity compensation that would otherwise have been issued to Executive. No other taxes, fees, impositions, duties
or other charges or offsets of any kind shall be deducted or withheld from amounts payable hereunder, unless otherwise required
by law.


 






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4.11         
No Duty to Mitigate. Executive shall not be required to mitigate damages or the amount of any payment provided
for under this Agreement by seeking other employment or otherwise, nor will any payments hereunder be subject to offset in the
event Executive does mitigate.


 


4.12         
Binding Effect. This Agreement shall be binding upon and inure to the benefit of the parties and their respective
successors, permitted assigns, heirs, executors and legal representatives.


 


4.13         
Counterparts. This Agreement may be executed by the parties hereto in separate counterparts, each of which when
so executed and delivered shall be an original but all such counterparts together shall constitute one and the same instrument.
Each counterpart may consist of two copies hereof each signed by one of the parties hereto.


 


4.14         
Survival. The rights and obligations of the parties under this Agreement, which by their nature would continue
beyond the termination or expiration of this Agreement, shall survive the termination or expiration of this Agreement. The Company’s
obligations hereunder shall not be terminated by reason of any liquidation, dissolution, bankruptcy, cessation of business, or
similar event relating to the Company. This Agreement shall not be terminated by any merger or consolidation or other reorganization
of the Company. In the event any such merger, consolidation or reorganization shall be accomplished by transfer of stock or by
transfer of assets or otherwise, the provisions of this Agreement shall be binding upon and inure to the benefit of the surviving
or resulting corporation or person.


 


4.15         
Existing Agreements. The parties acknowledge and agree that this Agreement is intended to supplement and not
supersede the Executive Employment Agreement. However, in the event of a conflict between the terms and conditions of Executive
Employment Agreement and this Agreement, the terms and conditions of this Agreement shall supersede and control.


 


4.16         
Headings. The headings in this Agreement are for reference only and shall not affect the interpretation of this
Agreement.


 


4.17         
Parachute Provisions. If any amount payable to or other benefit receivable by Executive pursuant to this Agreement
is deemed to constitute a Parachute Payment (as defined below), alone or when added to any other amount payable or paid to or other
benefit receivable or received by Executive which is deemed to constitute a Parachute Payment (whether or not under an existing
plan, arrangement or other agreement), and would result in the imposition on Executive of an excise tax under Section 4999
of the Code, then, the amounts receivable by Executive shall be reduced to an amount that does not result in imposition of an excise
tax. The amount of any reduction under this Section 4.17 shall be computed by a certified public accounting firm mutually
and reasonably acceptable to Executive and the Company, the computation expenses of which shall be paid by the Company. “Parachute
Payment” shall mean any payment deemed to constitute a “parachute payment” as defined in Section 280G
of the Code.


 






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4.18         
409A. This Agreement and the amounts payable and other benefits hereunder are intended to comply with, or otherwise
be exempt from, Section 409A of the Code. This Agreement shall be administered, interpreted and construed in a manner consistent
with Section 409A. If any provision of this Agreement is found not to comply with, or otherwise not to be exempt from, the
provisions of Section 409A, it shall be modified and given effect, in the sole discretion of the Board or Compensation Committee
thereof and without requiring Executive’s consent, in such manner as the Board or Compensation Committee determines to be
necessary or appropriate to comply with, or to effectuate an exemption from, Section 409A. Each payment under this Agreement
shall be treated as a separate identified payment for purposes of Section 409A. The preceding provisions shall not be construed
as a guarantee by the Company of any particular tax effect to Executive of the payments and other benefits under this Agreement.


 


With respect to any reimbursement of expenses of, or any provision
of in-kind benefits to, Executive, as specified under this Agreement, such reimbursement of expenses or provision of in-kind benefits
shall be subject to the following conditions: (a) the expenses eligible for reimbursement or the amount of in-kind benefits provided
in one taxable year shall not affect the expenses eligible for reimbursement or the amount of in-kind benefits provided in any
other taxable year, except for any medical reimbursement arrangement providing for the reimbursement of expenses referred to in
Section 105(b) of the Code; (b) the reimbursement of an eligible expense shall be made no later than the end of the year after
the year in which such expense was incurred; and (c) the right to reimbursement or in-kind benefits shall not be subject to liquidation
or exchange for another benefit.


 


If a payment obligation under this Agreement arises on account of
Executive’s “separation from service” (as defined under Treasury Regulation Section 1.409A-1(h)) while Executive
is a “specified employee” (as defined under Section 409A of the Code and determined in good faith by the Compensation
Committee), any payment of “deferred compensation” (as defined under Treasury Regulation Section 1.409A-1(b)(1),
after giving effect to the exemptions in Treasury Regulation Sections 1.409A-1(b)(3) through (b)(12)) that is scheduled to be paid
within six months after such separation from service shall accrue without interest and shall be paid on the first day of the seventh
month beginning after the date of Executive’s separation from service or, if earlier, within 15 days after the appointment
of the personal representative or executor of Executive’s estate following his death.


 


[Signature page follows.]


 


 


 






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IN WITNESS WHEREOF, the parties hereto have
signed their names to this Transition Agreement as of the day and year set forth below.


 


	 	COMPANY: 
	 	
         

        3D SYSTEMS CORPORATION,

        a Delaware corporation:

	 

 	 	 

 
	Date: March 14, 2019	By:  	   /s/ Andrew M. Johnson
	 	Name: Andrew M. Johnson
	 	Title:   Executive Vice President, Chief Legal Officer & Secretary


 


 


	 	
        EXECUTIVE:

         

        JOHN N. MCMULLEN

	 

 	 	

 
	Date: March 14, 2019	 	   /s/ John N. McMullen
	 	Name: John N. McMullen
	 	 


 


	
         



 


 


 


 


 


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