Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment
of Certain Officers; Compensatory Arrangements of Certain Officers.
On August 4, 2016, 3D Systems Corporation (the “Company”)
entered into an employment agreement with Mr. Charles W. Hull, the Company’s current Executive Vice President and Chief Technology
Officer (the “Hull Employment Agreement”). Under the terms of the Hull Employment Agreement, which the Compensation
Committee of the Board approved, Mr. Hull will continue to receive a base salary of $389,000 per annum. In addition to his base
salary, Mr. Hull will continue to be eligible for (i) cash performance bonus awards subject to the sole discretion of the Compensation
Committee of the Board and in accordance with the terms of the bonus plan or program and (2) participation in any applicable stock
bonus, restricted stock award, restricted stock unit, stock option or similar plan, if any, implemented by the Company and generally
available to executive employees.
Upon termination by the Company without cause or for Constructive
Discharge, as defined in the Hull Employment Agreement, Mr. Hull will receive (i) payment of an amount equal to his annual base
salary, payable in equal installments over 12 months, less all required withholdings and taxes, or for so long as Mr. Hull complies
with the various non-compete and non-solicitation provisions of the Hull Employment Agreement, (ii) payment for unused vacation
time accrued in the calendar year in which the termination occurs, (iii) continued payment of a portion of the premiums associated
with the Company’s group health plan, as paid by the Company for all other employees of the Company, for a period of twelve
months and (iv) in the event that such termination occurs on or prior to December 31, 2017, a pro-rata portion of the performance
bonus, if any, with respect to the calendar year in which the termination occurs based on achievement of the Company’s corporate
goals as determined by management of the Company and approved by the Company’s Compensation Committee of the Board. The Hull
Employment Agreement supersedes and replaces the Employment Agreement, dated March 1, 1994, by and among the Company, 3D Systems,
Inc. and Mr. Hull, as amended by the Amendment to Employment Agreement, dated April 17, 1997, and the California Employee Confidentiality,
Non-Compete, Non-Solicitation and Arbitration Agreement, dated June 24, 2015, by and between the Company and Mr. Hull. The Hull
Employment Agreement has an initial two year term that automatically renews for additional 12 month terms, unless terminated by
either party.
The Company and Mr. Hull entered into a consulting agreement on February
28, 1999 (the “Consulting Agreement”). The Consulting Agreement has no legal effect during the term of the Hull Employment
Agreement. Pursuant to the Hull Employment Agreement, Mr. Hull may, at his option, elect to convert his employmnet under the Hull
Employment Agreement to a consulting relationship under the Consulting Agreement, as amended in Section 5.5 of the Hull Employment
Agreement.
In connection with the Hull Employment Agreement, Mr. Hull and the
Company also on August 4, 2016 entered into amendments to (i) the Restricted Stock Purchase Agreement, dated November 18, 2013,
by and between the Company and Mr. Hull, (ii) the Restricted Stock Purchase Agreement, dated November 17, 2014, by and between
the Company and Mr. Hull, and (iii) and the Restricted Stock Award Agreement, dated November 13, 2015, by and between the Company
and Mr. Hull (collectively, the “Restricted Stock Amendments”). The Restricted Stock Amendments provide that in the
event Mr. Hull’s employment or service with the Company is terminated on a date prior to the third anniversary of the date
of the applicable grant either by the Company without cause, or by Mr. Hull as a result of a Constructive Discharge, as defined
in the Hull Employment Agreement, then Mr. Hull’s interest in such restricted stock awards shall become vested and nonforfeitable
on a pro-rata basis.
The foregoing descriptions of the Hull Employment Agreement and the
Restricted Stock Amendments do not purport to be complete and are qualified in their entirety by reference to the Hull Employment
Agreement and the Restricted Stock Amendments, respectively, copies of which are attached as Exhibit 10.1, Exhibit 10.2, Exhibit
10.3 and Exhibit 10.4 to this Current Report on Form 8-K and are incorporated herein by reference.