Exhibit 10.6


 


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 Cathy L. Lewis (the
“Participant”).


 


WHEREAS, the Company and the Participant are
parties to that certain Restricted Stock Purchase Agreement, dated as of November 18, 2013 (the “Agreement”),
for the award of 15,000 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 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
Company shall exercise its option to repurchase a portion of the Award Shares as described in Sections 4 and 5 of
the Agreement. The number of Award Shares to be repurchased by the Company shall be equal to 2,204 Award Shares. The Participant’s
interest in any Award Shares which are not repurchased by the Company pursuant to this Amendment shall no longer be subject to
repurchase, subject to any other restrictions under the Agreement or the Plan.


 


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.           
Exercise of Repurchase Option. The parties hereby agree that this Amendment constitutes notice to the Participant
that the Company is hereby exercising its repurchase option, in accordance with Section 5 of the Agreement. The Participant
hereby agrees to endorse and return to the Company a stock power in the form attached hereto as Exhibit A, authorizing the
transfer and return of all Common Stock for which the Company is exercising its repurchase option.


 



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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 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.


 


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


 


 


 


 


 


 


 



     

     

    




Stock Power


 


 


FOR VALUE RECEIVED, the undersigned does hereby
sell, assign and transfer to 3D Systems Corporation, a Delaware corporation (the “Company”), 2,204 shares
of the Company’s Common Stock represented by Certificate No. ____ (the “Stock”), standing in the
name of the undersigned on the books of the Company, and does hereby irrevocably constitute and appoint the Company, as the undersigned’s
true and lawful attorney, for and on behalf of and in its name, to sell, assign and transfer all or any of the Stock, and for that
purpose to make and execute all necessary acts of assignment and transfer thereof; and to substitute one or more persons with like
full power, hereby ratifying and confirming all that said attorney or substitute or substitutes shall lawfully do by virtue hereof.


 


Dated:June 10, 2016


 


 


 


 


 


 


 





	/s/Cathy L. Lewis	 
	Cathy L. Lewis