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Exhibit 4.2  


 
 




	

	Notice of Grant of Stock Options

and Option Agreement	 	3D Systems
 ID: 95-4048938

26081 Ave. Hall

Valencia, CA 91355
	

	Kevin McNamara

5015 Fountainhead Drive

Brentwood, TN 37027	 	Option Number:

Plan:

ID:	 	00001423

KMC

CTRCT060203
	






       



Effective
6/2/03, you have been granted a(n) Non-Qualified Stock Option to buy 25,000.000 shares of 3D Systems (the Company) stock at $5.9100 per share. 


The
total option price of the shares granted is $147,750.00. 


Shares
in each period will become fully vested on the date shown. 






	Shares
	 	Vest Type
	 	Full Vest
	 	Expiration

	25,000,000	 	On Vest Date	 	6/2/03	 	6/2/13
	

 	
 	

 	
 	

 	
 	

 










By
your signature and the Company's signature below, you and the Company agree that these options are granted under and governed by the terms and conditions of the Company's Stock Option Plan as
amended and the Option Agreement, all of which are attached and made a part of this document. 








	

 	
 	

 
	/s/  ROBERT M. GRACE, JR.      
 3D Systems	 	1/23/04
 Date
	

 	
 	

 
	/s/ KEVIN McNAMARA
 Kevin McNamara	 	2/15/04
 Date
	

 	
 	

 
	 	 	Date: 12/12/03

Time: 10:13:30AM










OPTION CERTIFICATE

(Non-Statutory Stock Option for Executives)  


        THIS IS TO CERTIFY that 3D Systems Corporation, a Delaware corporation (the "Company"), has granted to the Officer
of the Company named below a non-statutory stock option (the "Option") to purchase shares of the Company's Common Stock (the  "Shares"), and upon the terms
and conditions determined by the Compensation Committee (the "Committee") of the Board of Directors of the Company (the
"Board"), as follows: 



	

 	
 	

 	
 	

 
	 	 	Name of Optionee:	 	Kevin McNamara
	

 	
 	

 	
 	

 
	 	 	Address of Optionee:	 	5015 Fountainhead Drive Brentwood, TN 37027
	

 	
 	

 	
 	

 
	 	 	Number of Shares:	 	25,000
	

 	
 	

 	
 	

 
	 	 	Option Exercise Price:	 	$5.91 per share
	

 	
 	

 	
 	

 
	 	 	Date of Grant:	 	June 2, 2003
	

 	
 	

 	
 	

 
	 	 	Option Expiration Date:	 	June 2, 2013





       




        Exercise Schedule:    The Option shall become immediately exercisable on June 2, 2003. The Option may be exercised as to
any and all shares of Common Stock covered at any time prior to the expiration of termination of the Option. 


        Summary of Other Terms:    This Option is defined in the Stock Option Agreement (Non-Statutory Stock Option) (the  "Option Agreement") which is attached to this Option Certificate (the "Certificate") as Annex I. This
Certificate summarizes certain of the provisions of the Option Agreement for your information, but is not complete. Your rights are governed by the Option Agreement,  not by this summary. The Company
strongly suggests that you carefully review the full Option Agreement prior to signing this Certificate or exercising
the Option. 


        Among
the terms of the Option Agreement are the following: 


        Termination of Employment:    The Option terminates on the Option Expiration Date and is governed by the terms of the
Independent Contractor Agreement dated June 2, 2003 between Optionee and Company. If your employment ends due to retirement or death, the Option terminates eighteen months after the date of
retirement or death, and is exercisable during such eighteen-month period as to the portion of the Option which had vested prior to the date of retirement or death. If your employment ends due to
disability, the Option terminates twelve months after the date of disability, and is exercisable during such twelve-month period as to the portion of the Option which had vested prior to the date of
disability. If your employment ends primarily as a result of an act of misconduct described in 3(b) of the Option Agreement, or during the period when your rights under the Option have been suspended
by the Company pursuant to that Section, the Option will terminate immediately. In all other cases, the Option terminates ninety days after the date of termination of employment, and is exercisable
during such time period as to the portion of the Option which had vested prior to the date of termination of employment. See Section 5 of the attached Option Agreement. 



        Transfer:    The Option is personal to you, and cannot be sold, transferred, assigned or otherwise disposed of to any other
person, except upon your death. See Section 13(d) of the attached Option Agreement. 


        Exercise:    You can exercise the Option (while it is exercisable), in whole or in part, by delivering to the Company a Notice
of Exercise identical to Exhibit "A" attached to the Option Agreement, accompanied by payment of, or provision pursuant to the Option Agreement for the payment of, the 











Exercise
Price for the Shares to be purchased. The Company may require you to submit certain written reassurances to the Company with respect to your status as a shareholder. The Company will then
issue a certificate to you for the Shares you have purchased. You are under no obligation to exercise the Option. See Section 4 of the attached Option Agreement. 


        Reload Option:    If and to the extent that the Exercise Price is paid by delivery of shares of the Company's Common Stock (see
Section 4(b) of the attached Option Agreement), you will automatically be granted a new option (a "Reload Option") for a like number of shares, with an exercise price equal
to the market value of a share of Common Stock on the date of exercise, and a term equal to the term of the Option. See Section 4(d) of the attached Option Agreement. 


        Adjustments upon Recapitalization:    The Option contains provisions which affect your rights in the event of stock splits,
stock dividends, mergers and other major corporate reorganizations. See Section 6 of the attached Option Agreement. 


        Waiver:    By signing this Certificate, you will be agreeing to all of the terms of the Option Agreement, including those not
summarized in this Certificate. You will waive your rights to options or stock which may otherwise have been promised to you. See Section 7 of the attached Option Agreement. 


        Withholding:    The Company may require you to make any arrangements necessary to insure the proper withholding of any amount of
tax, if any, required to be withheld by the Company as a result of the exercise of the Option. See Section 10 of the attached Option Agreement. 







A G R E E M E N T  


        3D Systems Corporation, a Delaware corporation, and Optionee each hereby agrees to be bound by all of the terms and conditions of the Stock Option Agreement
(Non-Statutory Stock Option) which is attached hereto as Annex I and incorporated herein by this reference as if set forth in full in this document. 


DATED:
December 12, 2003 



	

 	

 	

 
	 	3D SYSTEMS CORPORATION
	

 	

 	

 
	 	By:	/s/  ROBERT M. GRACE, JR.      

	 	Its:	Vice President, General Counsel

and Secretary
	

 	

 	

 
	 	OPTIONEE
	

 	

 	

 
	 	Name:	/s/ KEVIN M. McNAMARA

	 	 	Kevin M. McNamara 

	 	(Please print your name exactly as you wish it to appear

on any stock certificates issued to you upon exercise of

the Option)










ANNEX I  


STOCK OPTION AGREEMENT

(Non-Statutory Stock Option)  


        This STOCK OPTION AGREEMENT (this "Option Agreement"`) is made and entered into on the execution date of the
Option Certificate to which it is attached (the "Certificate"), by and between 3D Systems Corporation, a Delaware corporation (the  "Company"), and the
Officer of the Company named in the Certificate ("Officer"). 


        The
Compensation Committee (the "Committee") of the Board of Directors of the Company (the  "Board") has authorized the grant to Officer of a non-statutory
stock option to purchase shares of the Company's Common Stock, par value
$0.001 per share (the "Common Stock"), upon the terms and subject to the conditions set forth in this Option Agreement. 


        The
Company and Officer agree as follows: 



	1.
	Grant of Option.




        The
Company hereby grants to Officer the right and option (the "Option"), upon the terms and subject to the conditions set forth in this
Option Agreement, to purchase all or any portion of that number of shares of the Common Stock (the "Shares") set forth in the Certificate, at the Option
exercise price set forth in the Certificate (the "Exercise Price"). 



	2.
	Term of Option.






        The
Option shall terminate and expire on the Option Expiration Date set forth in the Certificate, unless sooner terminated as provided herein. In no event shall the Option be exercisable
after the expiration of ten years from the date it was granted. 



	3.
	Exercise Period.




        (a)   Subject
to the provisions of Sections 3(b) and 5 of this Option Agreement, the Option shall become exercisable (in whole or in part) upon and after the dates set forth
or referred to under the caption "Exercise Schedule" in the Certificate. The installments shall be cumulative; i.e., the Option may be exercised, as to
any or all Shares covered by an installment, at any time or times after the installment first becomes exercisable and until expiration or termination of the Option. 



        (b)   Notwithstanding
anything to the contrary contained in this Option Agreement, the Option may not be exercised, in whole or in part, unless and until any
then-applicable requirements of all federal, state and local laws and regulatory agencies shall have been fully complied with to the satisfaction of the Company and its counsel. In
addition, if the Company believes that an Officer has committed an act of misconduct as described below, the Company may suspend the Officer's rights under any then outstanding Award pending a
determination by the Board of Directors of the Company. If the Board of Directors determines that an Officer has committed an act of embezzlement, fraud, nonpayment of any obligation owed to the
Company or any subsidiary, breach of fiduciary duty or deliberate disregard of the Company's rules resulting in loss, damage or injury to the Company, or if an Officer makes an unauthorized disclosure
of trade secret or confidential information of the Company, engages in any conduct constituting unfair competition, or induces any customer of the Company to breach a contract with the Company,
neither the Officer nor his or her estate shall be entitled to exercise any rights whatsoever with respect to such Award. In making such determination, the Board of Directors shall act fairly and
shall give the Officer a reasonable opportunity to appear and present evidence on his or her behalf at a hearing before a committee of the Board of Directors; and if the Officer is an "officer" under
Rule 16a-1(f) of the Rules, the determination of the Board of Directors shall be subject to the approval of the Committee. 


	4.
	Exercise of Option.













        There
is no obligation to exercise the Option, in whole or in part. The Option may be exercised, in whole or in part, only by delivery to the Company of: 



        (a)   written
notice of exercise in form and substance identical to Exhibit "A" attached to this Option Agreement stating the number of shares of Common Stock then
being purchased (the "Purchased Shares"); 



        (b)   the
Exercise Price for each Purchased Share shall be paid in full upon exercise and shall be payable in cash in United States dollars (including check, bank draft or
money order); provided, however, that in lieu of cash the person exercising the Option may pay the
Exercise Price in whole or in part by delivering to the Company shares of the Common Stock having a fair market value on the date of exercise of the Option equal to the Exercise Price for the Shares
being purchased; except that (i) any portion of the Exercise Price representing a fraction of a Share shall in any event be paid in cash and (ii) no shares of the Common Stock which have
been held for less than six months may be delivered in payment of the Exercise Price of an Option. Delivery of shares may also be accomplished through the effective transfer to the Company of shares
held by a broker or other agent. The Company will also cooperate with any person who participates in a cashless exercise program of a broker or other agent under which all or part of the shares
received upon exercise of the Option are sold through the broker or other agent or under which the broker or other agent makes a loan to such person. Notwithstanding the foregoing, the exercise of the
Option shall not be deemed to occur and no shares of Common Stock will be issued by the Company upon exercise of the Option until the Company has received payment of the Exercise Price in full. The
date of exercise of an Option shall be determined under procedures established by the Committee. Payment of the Exercise Price with shares shall not increase the number of shares of the Common Stock
which may be issued under the agreement. 


        (c)   If
payment is made, in whole or in part, by transfer to the Corporation of issued and outstanding shares of Common Stock, the value of such shares shall be the mean
between the following prices, as applicable, for the date as of which fair market value is to be determined as quoted in The Wall Street Journal (or in
such other reliable publication as the Company, in its discretion, may determine to rely upon): (i) if the Common Stock is listed on a United States securities exchange, the highest and lowest
sales prices per share of Common Stock for such date on the principal United States securities exchange on which the Common Stock is listed, or (ii) if the Common Stock is not listed on any
such exchange, the highest and lowest sales prices per share of the Common Stock for such date on the Nasdaq National Market or any successor system then in use. If there are no such sale price
quotations for the date as of which fair market value is to be determined but there are such sale price quotations within a reasonable period both before and after such date, then fair market value
shall be determined by taking an average of the means between the highest and lowest sales prices per share of the Common Stock as so quoted on the nearest date before and the nearest date after the
date as of which fair market value is to be determined. If there are no such sale price quotations on or within a reasonable period both before and after the date as of which fair market value is to
be determined, then fair market value of the Common Stock shall be the mean between the bona fide bid and asked prices per share of Common Stock as so quoted for such date on Nasdaq, or if none, the
average of the means between such bid and asked prices on the nearest trading date before and the nearest trading date after the date as of which fair market value is to be determined, if both such
dates are within a reasonable period. If the fair market value of the Common Stock cannot be determined on the basis set forth above, the Committee shall in good faith determine the fair market value
of the Common Stock as of such date. 


        (d)   If
Officer delivers shares of Common Stock in payment of the Exercise Price of the Option, as provided in Paragraph 4(b) above, the Officer shall be automatically
granted the additional right and option (the "Reload Option") to purchase all or any portion of that number of shares of Common Stock equal to the number of shares of Common Stock so delivered upon
exercise of the Option. Each Reload Option shall (i) have a per Share Exercise Price equal to the fair market value of the Common Stock on the date of exercise of the Option to which such 












Reload
Option relates, determined pursuant to Section 4(c) of this Option Agreement; (ii) have a term no longer than the remaining term of the Option at the time of exercise;
(iii) become exercisable in full from and after that date which is six months following its date of grant; and (iv) otherwise have terms and conditions identical to the Option. The
Company shall promptly following the grant of a Reload Option prepare and deliver to Officer a written option agreement memorializing the grant of such Reload Option; but the failure to prepare and
deliver such documentation shall not affect the continuing validity and enforceability of such Reload Option. 


	5.
	Termination of Employment.




        (a)   If
Officer shall cease to be an Officer of the Company, or any direct or indirect subsidiary of the Company, (other than as the result of the transfer of employment of
Officer to another corporation which is the Company, or any direct or indirect subsidiary of the Company) for any reason other than retirement, death or permanent disability (a  "Terminating Event"),
Officer shall have the right, subject to the provisions of Section 5(b) below, to exercise the Option at any time following
such Terminating Event until the the expiration of the term of this Option as set forth in Section 2 of this Option Agreement. The Option may be exercised following a Terminating Event only to
the extent exercisable as of the date of the Terminating Event. To the extent unexercised at the end of the period referred to above, the Option shall terminate. The Committee, in its sole and
absolute discretion, shall determine whether authorized leaves of absence shall constitute termination of employment for purposes of this Option Agreement. 


        (b)   Notwithstanding
the provisions of Section 5(a), above, if Officer shall cease to be an Officer of the Company, or any direct or indirect subsidiary of the Company
(other than as the result of the transfer of employment of Officer to another corporation which is the Company, or any direct or indirect subsidiary of the Company) primarily as a result of any Act of
Misconduct described in Paragraph 3(b) above, or during the period when Officer's rights under this Option Agreement have been suspended by the Company, Officer's rights to exercise the Option
shall terminate immediately. 


        (c)   If,
by reason of retirement, death or disability (a "Special Terminating Event"), Officer shall cease to be an Officer
the Company or any direct or indirect subsidiary of the Company (other than as the result of the transfer of employment of Officer to another corporation which is the Company, or any direct or
indirect subsidiary of the Company), then Officer, Officer's executors or administrators or any person or persons acquiring the Option directly from Officer by bequest or inheritance, shall have the
right to exercise the Option (i) in the event of Officer's disability, within twelve months following the date of such Special Terminating Event, or (ii) in the event of Officer's
retirement, or in the event of Officer's death, within eighteen months of either Special Terminating Event. The Option may be exercised following a Special Terminating Event only to the extent
exercisable at the date of the Special Terminating Event. To the extent unexercised at the end of the period referred to above, the Option shall terminate. 


        (d)   For
purposes of this Option Agreement, "disability" shall mean total and permanent disability as defined in Section 22(e)(3) of the Internal Revenue Code of 1986,
as amended (the "Code"). Officer shall not be considered permanently disabled unless he furnishes proof of such disability in such form and manner, and at such times, as the Committee may from time to
time require. 


	6.
	Adjustments upon Recapitalization.




        In
the event of any change in the outstanding shares of the Common Stock or other securities then subject to the this agreement by reason of any stock split, reverse stock split, stock
dividend, recapitalization, merger, consolidation, combination or exchange of shares or other similar corporate change, or if the outstanding securities of the class then subject to this Agreement are
exchanged for or converted into cash, property or a different kind of securities, or if cash, property or securities are distributed in respect of such outstanding securities (other than a regular
cash divided) then, unless the terms of such transaction shall otherwise provide, such equitable adjustments shall be made by the Board, or the Committee, in the Option (including, without limitation,
appropriate and proportionate 










adjustments
to the number and type of shares or other securities or cash or other property that may be acquired pursuant to exercise of the Option); and any such adjustments made by the Board or the
Committee shall be final, binding and conclusive for any and all purposes. 



	7.
	Waiver of Rights to Purchase Stock.




        By
signing this Option Agreement, Officer acknowledges and agrees that neither the Company nor any other person or entity is under any obligation to sell or transfer to Officer any
option or equity security of the Company, other than the shares of Common Stock subject to the Option and any other right or option to purchase Common Stock which was previously granted in writing to
Officer by the Committee (or the Board). By signing this Option Agreement, Officer specifically waives all rights which he or she may have had prior to the date of this Option Agreement (other than
any other right
or option to purchase Common Stock which was previously granted in writing to Officer by the Committee or the Board) to receive any option or equity security of the Company. 



	8.
	No Rights as Shareholder.




        Except
as provided in Section 6 of this Option Agreement, Officer shall have no rights as a shareholder with respect to the Shares until the date of the issuance to Officer of a
stock certificate or stock certificates evidencing such Shares. Except as may be provided in Section 6 of this Option Agreement, no adjustment shall be made for dividends (ordinary or
extraordinary, whether in cash, securities or other property) or distributions or other rights for which the record date is prior to the date such stock certificate is issued. 



	9.
	Modification.




        The
Committee (or the Board) may modify, extend or renew the Option or accept the surrender of, and authorize the grant of a new option in substitution for, the Option (to the extent not
previously exercised). No modification of the Option shall be made which, without the consent of Officer, would cause the Option to fail to continue to qualify as an "incentive stock option" within
Section 422 of the Code or would alter or impair any rights of the Officer under the Option. 



	10.
	Withholding.




        The
Company shall be entitled to require as a condition of delivery of any Purchased Shares upon exercise of any Option that the Officer agree to remit, at the time of such delivery or
at such later date as the Company may determine, an amount sufficient to satisfy all federal, state and local withholding tax requirements relating thereto, and Officer agrees to take such other
action required by the Company to satisfy such withholding requirements. 



	11.
	Services of Option Holder.






        In
consideration for the grant of the Option, Officer agrees to remain in the employ of, and shall continue to render services to, the Company or any direct or indirect subsidiary of the
Company, as the Committee may from time to time direct, in accordance with the terms of the Independent Contractor Agreement dated June 2, 2003 between Officer and Company. This provision shall
not obligate the Company, or such subsidiary, to continue to employ, or utilize the services of, Officer for any period whatsoever. The sole remedy to the Company should Officer breach his or her
obligations under this Section 11 shall be to cancel this Option Agreement and the Option granted under this Option Agreement. For the purposes of this Option Agreement, the term "subsidiary"
shall mean any present or future corporation which would be a "subsidiary corporation" of the Company, as defined in Section 424 of the Code. 



	12.
	Character of Option.




        The
Option is not intended to qualify as an "incentive stock option" as that term is defined in Section 422 of the Code. 



	13.
	General Provisions.












        (a)   Further Assurances. Officer shall promptly take all actions and execute all documents requested by the Company which the
Company deems to be reasonably necessary to effectuate the terms and intent of this Option Agreement. 


        (b)   Notices. All notices, requests, demands and other communications under this Option Agreement shall be in writing and
shall be given to the parties hereto as follows: 



	

 	
 	

14.	
 	

If to the Company, to:
	

 	
 	

 	
 	

3D Systems Corporation

26081 Avenue Hall

Valencia, CA 91355

Attention: General Counsel
	

 	
 	

15.	
 	

If to Employee, to the address set forth in the records of the Company,





or
at such other address or addresses as may have been furnished by such either party in writing to the other party hereto. Any such notice, request, demand or other communication shall be effective
(i) if given by mail, 72 hours after such communication is deposited in the mail by first-class certified mail, return receipt requested, postage prepaid, addressed as aforesaid; or
(ii) if given by any other means, when delivered at the address specified in this subparagraph (b). 



        (c)   Transfer of Rights under this Option Agreement. The Company may at any time transfer and assign its rights and delegate
its obligations under this Option Agreement to any other person, corporation, firm or entity, including its officers, directors and stockholders, with or without consideration. 


        (d)   Option Non-Transferable. Officer may not sell, transfer, assign or otherwise dispose of the Option except by
will or by the laws of descent or distribution, or pursuant to a domestic relations order (as defined in the Code or Title I of ERISA). During the lifetime of the Officer, the Option may be
exercisable only by the Officer or by his or her guardian or legal representative, or, with respect to an Option transferred pursuant to a domestic relations order, by the transferee thereof. In the
event of a transfer effected pursuant to a domestic relations order: (i) the exercisability, and the exercise schedule of the Option, shall be based upon the employment of the Officer hereof,
and thus, without limiting the generality of this provision, should the employment of Officer be terminated, vesting and termination of the Option will be determined as if it were still held by
Officer; (ii) the following provisions shall have no further force or effect: Section 4(d) (dealing with "Reload Options"), 11 ("Services of Option Holder"), and 12 ("Character of
Option"); and in all other respects and particulars, the term "Officer" shall include such transferee. 


        (e)   Market Stand-Off. In the event of an underwritten public offering by the Company of its equity securities
pursuant to an effective registration statement filed under the Securities Act of 1933, as amended, Officer shall not sell, make any short sale of, loan, hypothecate, pledge, grant any option for the
repurchase of, or otherwise dispose or transfer for value, or otherwise agree to engage in
any of the foregoing transactions with respect to any shares of Common Stock without the prior written consent of the Company or its underwriters, for such period of time from and after the effective
date of such registration statement as may be requested by the Company or such underwriters (the "Market Stand-Off"); provided, however,
that in no event shall such period exceed 180 days. 


        (f)    Successors and Assigns. Except to the extent specifically limited by the terms and provisions of this Option Agreement,
this Option Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors, assigns, heirs and personal representatives. 


        (g)   Governing Law. THIS OPTION AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF
CALIFORNIA APPLICABLE TO CONTRACTS MADE IN, AND TO BE PERFORMED SOLELY WITHIN, THAT STATE. 












        (h)   Miscellaneous. Titles and captions contained in this Option Agreement are inserted for convenience of reference only and
do not constitute a part of this Option Agreement for any other purpose. 




        The
Signature Page to this Option Agreement consists of the last page of the Certificate. 








Exhibit "A"  


NOTICE OF EXERCISE  


        (To
be signed only upon exercise of the Option) 



TO:
3D SYSTEMS CORPORATION 


        The
undersigned, the holder of the enclosed Stock Option Agreement (Non-Qualified Stock Option), hereby irrevocably elects to exercise the purchase rights represented by the
Option and to purchase thereunder                  * shares of Common Stock of 3D SYSTEMS CORPORATION (the "Company"), and herewith encloses payment of
$          and/or          shares of
the Company's Common Stock in full payment of the purchase price of such shares being purchased. 


Dated:




	

 	

 
	 	
 (Signature must conform in all

respects to name of holder

as specified on the face of the

Option)
	

 	

 
	 	
 (Please Print Name)
	

 	

 
	 	

	

 	

 
	 	
 (Address)





Insert here the number of shares called for on the face of the Option (or, in the case of a partial exercise, the number of shares being exercised), in either case without
making any adjustment for additional Common Stock of the Company, other securities or property which, pursuant to the adjustment provisions of the Option, may be deliverable upon exercise. 











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Notice of Grant of Stock Options and Option Agreement