Exhibit 10.8


 


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 Cathy L. Lewis (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 30,000 shares of Common Stock (the “Award Shares”), made pursuant to the 2015 Incentive
Stock Plan of the Company (the “Plan”); and


 


WHEREAS, the Company and the Participant are
parties to that certain Severance Agreement, dated of even date herewith, by and between the Company and the Participant (the “Severance
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.          
Capitalized Terms. Capitalized terms used but not defined herein shall have the meanings given them in the Agreement.


 


2.          
Amendment. Notwithstanding anything in the Agreement or in the Plan to the contrary, the Agreement is hereby amended
to provide that upon termination of the Participant’s employment with the Company pursuant to the Severance Agreement, the
Participant’s interest in 5,748 of the Award Shares shall thereby become vested and nonforfeitable, subject to any other
restrictions under the Agreement or the Plan. The Participant’s interest in any of the remaining Award Shares which do not
become vested and nonforfeitable under to this Section 2 shall be forfeited as of the Separation Date specified in the Severance
Agreement.


 


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 and the Severance 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.


 



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


 


 


 


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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/Andrew M. Johnson	 
	 	Name:	Andrew M. Johnson	 
	 	Title:	EVP, Chief Legal Officer & Secretary	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	PARTICIPANT:
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	/s/Cathy L. Lewis	 
	 	Cathy L. Lewis	 







 


 


 


 


 


 


 


 


 


 


 


 


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