EX-4.2



 EXHIBIT 4.2 

RESTRICTED STOCK AWARD AGREEMENT 

AGREEMENT dated as of [Grant Date] between 3D SYSTEMS CORPORATION, a Delaware corporation (the “Company”), and [Name of Recipient]
(the “Participant”). 
 The 2015 Incentive Plan (the “Plan”) of 3D Systems Corporation is designed to assist the Company
and its subsidiaries and affiliates in attracting and retaining employees and consultants of outstanding competence by providing an incentive that permits the persons responsible for the Company’s growth to share directly in that growth and to
further the identity of their interests with the interests of the Company’s stockholders. The Participant is eligible to receive grants of shares of the Company’s common stock, $0.001 par value per share (“Common Stock”) under
Section 7 of the Plan. 
 NOW, THEREFORE, the Company and the Participant mutually agree as follows: 

 

	Section 1.	Award of Restricted Stock 

 Subject to the terms and conditions hereinafter set forth,
the Company hereby grants to the Participant and the Participant accepts from the Company [Number of Shares] shares of Common Stock. The Participant will receive evidence of ownership of such shares of Common Stock within a reasonable time after
execution of this Agreement. 
  

	Section 2.	Terms and Conditions of Plan 

 The Participant agrees that all shares of Common Stock
issued pursuant to this Agreement shall be held in accordance with the terms and conditions of the Plan. The authority of the Company to enter into this Agreement and to issue shares of Common Stock pursuant hereto is derived exclusively from the
Plan. If any terms or conditions of this Agreement conflict with any terms or conditions of the Plan, the terms and conditions of the Plan shall control. Any capitalized terms not defined herein shall have the meaning assigned to such term in the
Plan. The Participant acknowledges that a copy of the Plan has been made available to the Participant. 
  

	Section 3.	Restriction on Transfer 

 Until the restrictions in Section 4 of this Agreement
lapse and except as permitted by Section 4 of this Agreement and Section 10 of the Plan, no shares of Common Stock issued pursuant to this Agreement, or any interest therein, shall be sold, transferred, pledged, encumbered or otherwise
disposed of by the Participant so long as the Participant shall remain a Participant of the Company, except that such restrictions may expire earlier as provided by Section 9 of the Plan. 








	Section 4.	Forfeiture and Period of Restriction 

 The Restricted Stock shall be forfeited and all
rights of the Participant with respect to such Restricted Stock shall terminate unless the Participant continues in the service of the Company, a Subsidiary or an Affiliate for a period beginning on the date of the grant and ending on the earlier of
the third anniversary of such date or the date that the Participant’s employment ends on account of death or Disability, and satisfies any and all other conditions set forth in this Agreement. Notwithstanding anything contained in
Section 7 of the Plan to the contrary, the Compensation Committee of the Board of Directors of the Company (the “Committee”) may, in its sole discretion, waive the forfeiture period and any other conditions set forth in this Agreement
under appropriate circumstances (including, but not limited to, the death, Disability or Retirement of the Participant or a material change in circumstances arising after the date of an Award) and subject to such terms and conditions (including
forfeiture of a proportionate number of the shares under the Restricted Stock Award) as the Committee shall deem appropriate. 
  

	Section 5.	Undertakings of Participant 

 The Participant represents and agrees that he or she will
comply with the Securities Act of 1933, as amended (the “Securities Act”), and the Securities Exchange Act of 1934, as amended (the “Securities Exchange Act”), with respect to such shares, and he or she will indemnify the Company
for any costs, liabilities and expenses that it may sustain by reason of any violation of the Securities Act or the Securities Exchange Act caused by any act or omission on his or her part with respect to such shares. 

 

	Section 6.	Restrictive Legends and Stop-Transfer Instructions 

 The obligation of the Company to
issue Common Stock upon execution of this Agreement shall be subject to all applicable laws, rules and regulations and to such approvals by governmental agencies as may be required. Stock certificates evidencing Common Stock issued under this
Agreement may bear such restrictive legends and/or appropriate stop transfer instructions may be issued to the Company’s transfer agent as the Company and the Company’s counsel deem necessary under applicable law or pursuant to this
Agreement. 
  

	Section 7.	Registration of Shares 

 The Company shall use its reasonable commercial efforts to cause
the shares of Common Stock issuable in connection with the Plan to be registered under the Securities Act of 1933, as amended (the “Securities Act”), but shall otherwise be under no obligation to register any shares of Common Stock issued
under the Plan under the Securities Act or otherwise. If, at the time any shares of Common Stock are issued pursuant to the Plan, there shall not be on file with the Securities and Exchange Commission an effective Registration Statement under the
Securities Act covering such shares of Common Stock, the Participant to whom such shares are to be issued will execute and deliver to the Company upon receipt by him or her of any such shares an undertaking, in form and substance satisfactory to the
Company, that (i) such Participant has had access or will, by reason of such person’s employment or service with the Company, or 

  
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otherwise, have access to sufficient information concerning the Company to enable him or her to evaluate the merits and risks of the acquisition of shares of the Company’s Common Stock
pursuant to the Plan, (ii) such Participant has such knowledge and experience in financial and business matters that such person is capable of evaluating such acquisition, (iii) it is the intention of such Participant to acquire and hold
such shares for investment and not for the resale or distribution thereof, (iv) such Participant will comply with the Securities Act and the Exchange Act with respect to such shares, and (v) such Participant will indemnify the Company for
any cost, liability and expense that the Company may sustain by reason of any violation of the Securities Act or the Exchange Act occasioned by any act or omission on his or her part with respect to such shares. 

 

	Section 8.	No Rights in Common Stock 

 The prospective recipient of a Restricted Stock award shall
not have any right with respect to such award, unless and until the recipient has [executed an agreement evidencing the award, delivered a fully executed copy thereof to the Company,][electronically accepted an agreement evidencing such award] and
otherwise complied with the terms and conditions of such award and of Section 7 of the Plan, and then only from the date such person becomes the record owner of the shares of Restricted Stock. Once the conditions in the foregoing sentence have
been satisfied, and except as provided in Section 4 of this Agreement, the Participant shall have with respect to an award of Restricted Stock all the rights of a stockholder of the Company, including the right to vote and to receive cash
dividends (if any). The Committee, in its sole discretion, as determined at the time of the award, may permit or require such cash dividends (if any) to be reinvested in additional Restricted Stock, provided that sufficient shares of Common Stock
are available under Section 3 of the Plan for such reinvestment (taking into account then outstanding awards under the Plan). Stock dividends issued with respect to Restricted Stock shall be treated as additional shares of Restricted Stock that
are subject to the same restrictions and other terms and conditions that apply to the shares with respect to which such dividends are issued. 
  

	Section 9.	Notices 

 Any notice that either party hereto may be required or permitted to give to the
other shall be in writing and, except as otherwise required herein, may be delivered personally or by mail to the Company at 333 Three D Systems Circle, Rock Hill, South Carolina 29730, attention of the Secretary of the Company, or to the
Participant at the address set forth below or at such other address as either party may designate by notice to the other. 

  
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	Section 10.	Adjustments 

 The number of shares of Common Stock subject to the award under this Agreement and the
terms of this Agreement shall be subject to adjustment in accordance with Section 3(a) of the Plan. 
  

	Section 11.	Successors 

 The provisions of the Plan shall be binding upon and inure to the benefit of
all successors of any person receiving Common Stock of the Corporation pursuant to the Plan, including, without limitation, the estate of such person and the executors, administrators or trustees thereof, the heirs and legatees of such person, and
any receiver, trustee in bankruptcy or representative of creditors of such person. 
  

	Section 12.	Company’s Right to Terminate Retention; Exclusivity 

 Nothing contained in the Plan
shall prevent the Board from adopting other or additional compensation arrangements or modifying existing compensation arrangements for Participants, subject to stockholder approval if such approval is required by applicable statute, rule or
regulation; and such arrangements either may be generally applicable or applicable only in specific cases. Neither the adoption of the Plan nor a grant to a Participant of any Restricted Stock Award shall confer upon any Participant any right to
continued employment or service with the Company, a Subsidiary or an Affiliate. 
  

	Section 13.	Payment of Withholding Tax 

 The Participant undertakes to comply with any appropriate
requests that may be made by the Company in respect of the withholding of any federal, state or local taxes and any other charges that may be required by law to be withheld by reason of a grant or the issuance of shares of Common Stock pursuant to
the Plan. 
  

	Section 14.	Applicable Law 

 This Agreement shall be governed and construed in accordance with the
laws of the State of Delaware. 
  

	Section 15.	Severability 

 If any provision of this Agreement is held to be illegal, void or
unenforceable for any reason, it shall be adjusted rather than voided, if possible, in order to achieve the intent of the parties to the extent possible. In any event, all other provisions of this Agreement shall be deemed valid and enforceable to
the fullest extent possible. 

  
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	Section 16.	Appendix 

 Notwithstanding any provision in this Agreement, the award under this
Agreement shall be subject to any special terms and conditions set forth in any Appendix to the Agreement for your country of residence. Moreover, if you relocate to one of the countries included in the Appendix, the special terms and conditions for
such country will apply to you, to the extent the Company determines that the application of such terms and conditions is necessary or advisable in order to comply with local law or facilitate the administration of the Plan. The Appendix constitutes
part of this Agreement. 
  

	Section 17.	Electronic Delivery 

 The Company may, in its sole discretion, decide to deliver any
documents related to your current or future participation in the Plan by electronic means or to request your consent to participate in the Plan by electronic means. You hereby consent to receive such documents by electronic delivery and agree to
participate in the Plan through an on-line or electronic system established and maintained by the Company or a third party designated by the Company. 
  

	[Section 18.	Electronic Acceptance of Agreement 

 You must expressly accept the terms and conditions
of your award as set forth in this Agreement by electronically accepting this Agreement within 90 days after the Company sends this Agreement to you. If you do not accept this Agreement in the manner instructed by the Company, your award will be
subject to cancellation. 
 YOU ACKNOWLEDGE THAT BY CLICKING ON THE “I AGREE” BUTTON BELOW, YOU AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT,
ALL AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN. 
 PLEASE PRINT AND KEEP A COPY FOR YOUR RECORDS] 

  
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 [IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed pursuant to due
authorization, all as of the day and year first above written. 
  

			
	3D SYSTEMS CORPORATION
		
	By:		  

			[Name]
			Executive Vice President, Chief Legal Officer and Secretary
	
	PARTICIPANT
	
	  

			[Name of Recipient]
			[Address]
			[City, State or Province, Postal Code, and Country]


 Participant hereby designates
                                         to be
the beneficiary of the Restricted Stock awarded pursuant to this Agreement, to the extent that the restrictions set forth in Section 4 of this Agreement relating to such Restricted Stock have not yet lapsed at the time of Participant’s
death.] 

  
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