Exhibit 10.5


 


Execution Version


 


FIRST AMENDMENT TO


RESTRICTED STOCK AWARD AGREEMENT 


 


This FIRST AMENDMENT TO RESTRICTED STOCK AWARD
AGREEMENT (this “Amendment”) dated as of June 15, 2016 (the “Effective Date”),
is by and between 3D Systems Corporation, a Delaware corporation (the “Company”) and Andrew Johnson (the
“Participant”).


 


WHEREAS, the Company and the Participant are
parties to that certain Restricted Stock Award Agreement, dated as of November 13, 2015 (the “Agreement”),
for the award of 125,000 shares of Common Stock (the “Award Shares”), made pursuant to the 2015 Incentive
Plan of the Company (the “Plan”); and


 


WHEREAS, the Company and the Participant are
parties to that certain Employment Agreement, dated of even date herewith, by and between the Company and the Participant (the
“Employment Agreement”); and


 


WHEREAS, the Company and the Participant desire
to amend the Agreement to provide that the Award Shares shall be vested in the manner prescribed and subject to the conditions
set forth herein.


 


NOW, THEREFORE, the Agreement is hereby amended
as follows:


 


1.                 
Definitions. The terms “Cause” and Constructive Discharge” shall have the meanings given them in
the Employment Agreement. Other capitalized terms used but not defined herein shall have the meanings given them in the Agreement.


 


2.                 
Amendment.


 


(a)               
Notwithstanding anything in the Agreement or in the Plan to the contrary, the Agreement is hereby amended to provide that
in the event the Participant’s employment or service with the Company is terminated on a date (the “Early Vesting
Date”) prior to the third anniversary of the date of the grant either by the Company without Cause, or by the Participant
as a result of a Constructive Discharge, then the Participant’s interest in a number of the Award Shares shall become vested
and nonforfeitable, in the manner described in subsection (b) below. Any such Award Shares that become vested and nonforfeitable,
in the manner described in subsection (b) below shall be in addition to any Award Shares to which the Participant’s
interest is or has become vested and nonforfeitable pursuant to Section 4 of the Agreement prior to the Early Vesting Date
(such previously vested Award Shares, if any, the “Previously Vested Award Shares”).


 


(b)              
The portion of the Award Shares in which the Participant’s interest shall be vested and nonforfeitable in the circumstances
described in subsection (a) above shall be equal to the difference of:


 


(1) that number of whole shares of Common Stock that most
nearly equals, but does not exceed, an amount equal to the product of


 


(A) the total number of Award Shares, multiplied by


 






    	1



     

    

 


(B) the quotient of (i) the number of calendar days from
the date of grant through the Early Vesting Date, divided by (ii) the number of calendar days from the date of grant through the
third anniversary of the date of grant, minus


 


(2) the aggregate number of Previously Vested Award Shares.


 


3.                 
Effect on the Agreement. Except as specifically amended by this Amendment, all terms of the Agreement shall remain
in full force and effect. The term “Agreement” as used in the Agreement shall mean the Agreement as amended by this
Amendment.


 


4.                 
Other.


 


(a)               
This Amendment shall be governed by the laws of the State of Delaware without giving effect to principles of conflicts of
laws.


 


(b)              
This Amendment may be executed in counterparts, each of which shall constitute an original, but all of which when taken
together shall constitute a single contract.


 


(c)               
This Amendment, along with the Agreement, constitutes the entire agreement among the parties relating to the subject matter
hereof and supersedes any and all previous agreements and understandings, oral or written, related to the subject matter hereof.


 


(d)              
This Amendment shall not be amended or revised except in a writing executed by all of the parties hereto.


 


 


[ Signature Page to Follow ]


 


 


 


 


 






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IN WITNESS WHEREOF, the parties have executed
this Amendment to be effective as of the date first set forth above.


 


 





	 	COMPANY:	 
	 	 	 
	 	3D SYSTEMS CORPORATION,	 
	 	a Delaware corporation	 
	 	 	 
	 	By:   	/s/ Vyomesh Joshi	 
	 	Name:  	Vyomesh Joshi	 
	 	Title:  	President	 
	 	 	 	 
	 	 	 
	 	PARTICIPANT:
	 	 	 
	 	/s/ Andrew M. Johnson	 
	 	Andrew Johnson