Exhibit 10.4


 


Execution Version


 


FIRST AMENDMENT TO


RESTRICTED STOCK PURCHASE AGREEMENT


 


This FIRST AMENDMENT TO RESTRICTED STOCK PURCHASE
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 Purchase Agreement, dated as of February 3, 2015 (the “Agreement”),
for the award of 35,000 shares of Common Stock (the “Award Shares”), made pursuant to the 2004 Incentive
Stock 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.                 
Capitalized Terms. 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 (as such term
is defined in the Employment Agreement), or by the Participant as a result of a Constructive Discharge (as such term is defined
in the Employment Agreement), then the Company’s repurchase option described in Section 4 of the Agreement shall be
limited to a portion of the Award Shares, as described in subsection (b) below.


 


(b)              
 The portion of the Award Shares over which the Company may exercise its repurchase option, in the circumstances described
in subsection (a) above, shall be equal to the difference of:


 


(1) the total number of Award Shares, minus


 


(2) 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 the number of calendar days from the
date of grant through the Early Vesting Date, divided by the number of calendar days from the date of grant through the third anniversary
of the date of grant.


 


3.                 
Non-Competition. Any provision of the Agreement which has the effect of restricting the Participant’s ability
to compete with the Company following the Early Vesting Date, including but not limited to Section 7 of the Agreement, is
hereby deleted, provided however, that this Section 3 shall have no effect on any similar restriction contained in
the Employment Agreement, which shall remain in full force and effect on the terms prescribed therein.


 


4.                 
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.


 


5.                 
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