Attached files
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EX-32.2 - EXHIBIT 32.2 - 3D SYSTEMS CORP | c15991exv32w2.htm |
EX-31.1 - EXHIBIT 31.1 - 3D SYSTEMS CORP | c15991exv31w1.htm |
EX-32.1 - EXHIBIT 32.1 - 3D SYSTEMS CORP | c15991exv32w1.htm |
EX-31.2 - EXHIBIT 31.2 - 3D SYSTEMS CORP | c15991exv31w2.htm |
10-Q - FORM 10-Q - 3D SYSTEMS CORP | c15991e10vq.htm |
Exhibit 10.1
AMENDED AND RESTATED
RESTRICTED STOCK PLAN
FOR NON-EMPLOYEE DIRECTORS
OF 3D SYSTEMS CORPORATION
(as further amended effective April 1, 2011)
RESTRICTED STOCK PLAN
FOR NON-EMPLOYEE DIRECTORS
OF 3D SYSTEMS CORPORATION
(as further amended effective April 1, 2011)
Section 1. Purpose.
This Amended and Restated Restricted Stock Plan for Non-Employee Directors amends and
restates, in its entirety, that certain Stock Plan for Non-Employee Directors originally adopted
May 19, 2004 (as amended and restated, the Plan) of 3D Systems Corporation (the Company). The
Plan is designed to enhance the ability of the Company to attract, retain and motivate Non-Employee
Directors (as defined in Section 3) of exceptional ability and to promote the common interest of
directors and stockholders in enhancing the value of the Companys Common Stock. It is the
intention of the Company to provide for payment in shares of the Companys common stock, par value
$0.001 per share (Common Stock), of all or a portion of the annual retainer paid to each
Non-Employee Director.
Section 2. Stock Available.
The stock subject to the Plan shall be such authorized but unissued or treasury shares of
Common Stock as shall from time to time be available for issuance pursuant to the Plan. The total
amount of Common Stock that may be issued pursuant to the Plan is two hundred thousand (200,000)
shares, subject to adjustment in accordance with Section 7.
Section 3. Eligibility.
Each Non-Employee Director of the Company shall be eligible to participate in the Plan. As
used in the Plan, the term Non-Employee Director shall include any person who, at the time of his
or her election to the Board of Directors of the Company (the Board), is not an officer or
employee of the Company or any of its Subsidiaries or Affiliates (as such terms are defined in
Section 16). Any Non-Employee Director who becomes an officer or employee of the Company or any of
its Subsidiaries or Affiliates shall cease to be eligible to participate in the Plan for so long as
such person remains such an officer or employee.
Section 4. Grants of Shares.
Grants of Common Stock under the Plan shall be made as follows:
(a) Initial Grants. On the date any Non-Employee Director first is elected a director
of the Company on or after the Effective Date (as defined in Section 19) of the Plan, such
Non-Employee Director shall receive a grant of one thousand (1,000) shares of Common Stock;
provided that such grant shall not be made (i) to a Non-Employee Director who was, within
twelve (12) months immediately preceding his or her election as a director, an officer or
employee of the Company or any of its Subsidiaries; or (ii) to a Non-Employee Director who,
within twelve (12) months immediately preceding his or her election as a director, already
was a director on the Companys Board.
(b) Annual Grants. At the close of business on the date of each annual meeting of the
stockholders of the Company, a grant of three thousand (3,000) shares of Common Stock shall
be awarded to (i) each Non-Employee Director who is elected on such date; and (ii) each
Non-Employee Director whose term of service extends past such date.
(c) Interim Grants. In the event that, on or after the Effective Date of the Plan, any
Non-Employee Director is elected a director at other than an annual meeting of the
stockholders of the Company, in addition to any Common Stock granted pursuant to Section
4(a), such Non-Employee Director shall receive on the date of such Non-Employee Directors
election a grant of that number of shares of Common Stock that is equal to the product of
three thousand (3,000) multiplied by a fraction, the numerator of which shall be the number
of days remaining from the date of such Non-Employee Directors election to the date of the
next annual meeting of the stockholders of the Company provided for in accordance with the
By-Laws of the Company as then in effect, and the denominator of which shall be 365.
(d) Non-Transferability of Grants. Except as provided below in this Section 4(d) and
in Section 4(e), no right to receive shares of Common Stock pursuant to the Plan shall be
transferable by any Non-Employee Director and no shares of Common Stock issued pursuant to
the Plan, or any interest therein, may be sold, transferred, pledged, encumbered or otherwise
disposed of (including, without limitation, by way of gift or donation) by the Non-Employee
Director to whom such shares are issued, as long as such Non-Employee Director shall remain a
director of the Company. In the case that a Non-Employee Director becomes an employee of the
Company, but retains his or her position as a director, the restriction on transferability
described in this Section 4(d) shall remain on the Common Stock granted pursuant to this Plan
as long as such employee shall remain a director of the Company. Each Non-Employee Director
may provide the Company with a written designation in form satisfactory to the Companys
counsel designating a person or persons (Beneficiary) entitled to receive shares to be
issued pursuant to a grant of shares under the Plan upon the death of such Non-Employee
Director after such grant but prior to the issuance of shares pursuant to such grant. The
Company shall honor each such written designation, provided that the Beneficiary named shall
take all steps necessary to comply with the Plan, including the payment of the Issue Price
(as defined below) if not paid by the Non-Employee Director and the execution of any
agreement reasonably required by counsel to the Company in order to comply with the Plan or
with federal or state securities laws or other legal requirements. Notwithstanding any other
provision of this Plan, any Non-Employee Director may make a gift or other transfer of any
Common Stock awarded or acquired under the Plan to members of the immediate family of such
Non-Employee Director or to a trust or other form of indirect ownership established by such
Non-Employee Director for his or her benefit or for the benefit of members of the immediate
family of such Non-Employee Director (each also, a Beneficiary); provided that (i)
the purpose of such transfer is either estate or tax planning, (ii) the Non-Employee Director
shall continue to be deemed a beneficial owner of such transferred shares of Common Stock and
shall retain voting and investment control over such shares while the Non-Employee Director
remains a director of the Company and (iii) the Beneficiary shall execute an agreement with
the Company, in form and substance satisfactory to counsel to the Company, pursuant to which
such Beneficiary shall be obligated to hold the shares of Common Stock so transferred in
accordance with the terms and conditions of the Plan and containing such other terms and
conditions as may be required by counsel to the Company. For the purpose of this Section
4(d), the term immediate family shall have the meaning set forth in Rule 16a-1 under the
Securities Exchange Act of 1934, as amended (the Securities Exchange Act), and the term
beneficial owner shall have the meaning set forth in Rule 16a-1 under the Securities
Exchange Act, other than for purposes of determining beneficial ownership of more than ten
percent of any class of equity securities.
(e) Sale of Shares to Satisfy Tax Obligation. Notwithstanding anything in this Section
4 to the contrary, Non-Employee Directors shall be permitted to sell up to fifty percent
(50%) of the shares of Common Stock covered by any grant in order to satisfy any tax
obligation arising from such grant or grants.
(f) Execution of Agreement. Each grant of Common Stock pursuant to this Section 4
shall be contingent on and subject to (i) payment by the Non-Employee Director (or by his or
her Beneficiary) pursuant to Section 5 of the Issue Price for the shares covered by such
grant; and (ii) execution by the Non-Employee Director (or by his or her Beneficiary) of a
document agreeing to hold the shares of Common Stock covered by such grant in accordance with
the terms and conditions of the Plan (including, without limitation, Sections 4(d), 4(e) and
13) and containing such other terms and conditions as may be required by counsel to the
Company in order to comply with federal or state securities laws or other legal requirements.
(g) Notwithstanding Sections 4(a), 4(b) and 4(c) of this Plan, the maximum value of any
grant of Common Stock made under any of those provisions shall be $50,000 based upon the
closing market value of the Common Stock on the date of grant. The number of shares covered
by the applicable award under Section 4(a), 4(b) or 4(c), as the case may be, shall be
reduced to a number that shall be the nearest whole number of shares of Common Stock
determined by multiplying the number of shares to be granted under the applicable section of
this Plan by a fraction, the numerator of which shall be $50,000 and the denominator of which
shall be the closing market price on the date of grant, multiplied by the number of shares to
be awarded as set forth in the applicable subsection of this Section 4.
Section 5. Issue Price of Common Stock.
Prior to the issuance of Common Stock to a Non-Employee Director pursuant to the Plan, the
Non-Employee Director shall pay to the Company an amount of money per share (Issue Price) equal
to the par value per share of the Common Stock. The Issue Price for shares of Common Stock granted
pursuant to the Plan shall be tendered to the Company within thirty (30) days after notice of the
amount thereof is given by the Company to the recipient of such shares.
Section 6. Change in Control.
Notwithstanding any other provision of the Plan, in the event that (i) the Company is merged
into or consolidated with another corporation or other entity and as a result of such merger or
consolidation less than seventy percent (70%) of the combined voting power of the outstanding
voting securities of the surviving or resulting corporation or other entity shall, after giving
effect to such merger or consolidation, be beneficially owned (within the meaning of Sections
13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the Securities Exchange Act))
in the aggregate, directly or indirectly, by the former stockholders of the Company (excluding from
such computation any such securities beneficially owned, directly or indirectly, by affiliates of
the Company (as defined in Rule 12b-2 under the Securities Exchange Act) and any such securities so
beneficially owned, directly or indirectly, by a party to such merger or consolidation); (ii) the
Company sells all or substantially all of its assets; (iii) any person is or becomes the
beneficial owner (as the terms person and beneficial owner are used in Sections 13(d) and
14(d) of the Securities Exchange Act), directly or indirectly, of securities of the Company
representing thirty percent (30%) or more of the combined voting power of the Companys then
outstanding securities; (iv) as a result of any solicitation subject to Rule 14a-11 under the
Securities Exchange Act (or any successor rule thereto), one or more persons not recommended by or
opposed for election to the Board of Directors by one-third or more of the directors of the Company
then in office is or are elected a director of the Company; or (v) the Company shall become subject
for any reason to a voluntary or involuntary dissolution or liquidation, then, as of the close of
business at the principal executive office of the Company on the business day immediately preceding
the date on which such event occurs, for purposes of the Plan and to the extent that the provisions
of the Plan remain applicable to shares granted under the Plan, the restriction provided in Section
4(d) of the Plan shall without further act expire and cease to apply to any securities granted
under the Plan, the requirement of a legend on stock certificates provided in Section 9 shall
without further act expire and cease to apply to any securities granted under the Plan, and each
Non-Employee Director holding shares issued under the Plan shall thereupon have the right to
receive an unlegended certificate as set forth in the last sentence of Section 9.
Section 7. Adjustments.
In the event of changes in the common stock of the Company after the Effective Date by reason
of any stock dividend, split-up, combination of shares, reclassification, recapitalization, merger,
consolidation, reorganization or liquidation: (a) the restriction provided in Section 4(d) and the
requirement of a legend on stock certificates provided in Sections 9 and 10(d) shall apply to any
securities issued in connection with any such change in respect of stock which has been granted
under the Plan; and (b) appropriate adjustments shall be made by the Board as to (i) the number of
shares to be delivered and the Issue Price where such change occurred after the date of the grant
but before the date the stock covered by the grant is delivered; and (ii) the number and class of
shares available under the Plan in the aggregate, which changes shall be made in the same manner as
such items are adjusted for purposes of the 2004 Incentive Stock Plan of 3D Systems Corporation as
then in effect.
Section 8. Action by Company.
Neither the existence of the Plan nor the issuance of Common Stock pursuant thereto shall
impair the right of the Company or its stockholders to make or effect any adjustment,
recapitalization or other change in the Common Stock referred to in Section 7, any change in the
Companys business, any issuance of debt obligations or stock by the Company, or any grant of
options on stock of the Company.
Section 9. Legend on Stock Certificates.
Every certificate of Common Stock issued pursuant to the Plan shall, so long as the
restriction provided in Section 4(d) remains in effect, bear a legend in substantially the
following form:
This certificate and the shares represented hereby are held subject to the terms of
the Restricted Stock Plan for Non-Employee Directors (the Plan) of 3D Systems
Corporation, which provides that neither the shares issued pursuant thereto, nor any
interest therein, may be sold, transferred, pledged, encumbered or otherwise disposed
of (including, without limitation, by way of gift or donation) except in accordance
with the Plan. A copy of the Plan is available for inspection at the executive offices
of 3D Systems Corporation.
Each Non-Employee Director may surrender to the Company the certificate or certificates
representing such shares in exchange for a new certificate or certificates, free of the above
legend, at any time after either such Non-Employee Director has ceased to be a director of the
Company or the restriction provided in Section 4(d) otherwise has ceased to apply to the shares
covered by such certificate.
Section 10. Government and Other Regulations and Restrictions.
(a) In General. The issuance by the Company of any shares of Common Stock pursuant to the
Plan shall be subject to all applicable laws, rules and regulations and to such approvals by
governmental agencies as may be required.
(b) Registration of Shares. The Company shall use its reasonable commercial efforts to cause
the Common Stock to be issued pursuant to this Plan to be registered under the Securities Act of
1933, as amended (the Securities Act), but otherwise shall be under no obligation to register
shares of Common Stock issued under the Plan under the Securities Act or otherwise. If, at the time
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 Non-Employee Director 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 Non-Employee Director
has had access or will, by reason of such persons service as a director of the Company, or
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 Common Stock pursuant to the Plan;
(ii) such Non-Employee Director 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
Non-Employer Director to acquire and hold such shares for investment and not for the resale or
distribution thereof; (iv) such Non-Employer Director will comply with the Securities Act and the
Securities Exchange Act with respect to such shares; and (v) such Non-Employer Director 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 Securities Exchange Act occasioned by any act or
omission on his or her part with respect to such shares.
(c) Resale of Shares. Without limiting the generality of Section 4(d), shares of Common
Stock acquired pursuant to the Plan shall not be sold, transferred or otherwise disposed of unless
and until either (i) such shares shall have been registered by the Company under the Securities
Act; (ii) the Company shall have received either a no action letter from the Securities and
Exchange Commission or an opinion of counsel acceptable to the Company to the effect that such
sale, transfer or other disposition of the shares may be effected without such registration; or
(iii) such sale, transfer or other disposition of the shares is made pursuant to Rule 144 of the
General Rules and Regulations promulgated under the Securities Act, as the same may from time to
time be in effect, and the Company shall have received an opinion of counsel acceptable to the
Company to such effect.
(d) Legend on Certificates. The Company may require that any certificate or certificates
evidencing shares issued pursuant to the Plan bear a restrictive legend, and be subject to
stop-transfer orders or other actions, intended to effect compliance with the Securities Act or any
other applicable regulatory measures.
Section 11. Companys Right to Terminate Retention; Non-Exclusivity.
Nothing contained in the Plan shall prevent the Board from adopting other or additional
compensation arrangements or modifying existing compensation arrangements for Non-Employee
Directors, subject to stockholder approval if such approval is required by applicable statute, rule
or regulation; and such arrangements may be either generally applicable or applicable only in
specific cases. The adoption of the Plan shall not confer upon any member of the Board any right to
continued membership on the Board.
Section 12. No Rights in Common Stock.
No Non-Employee Director or Beneficiary shall have any interest in or be entitled to voting
rights or dividends or other rights or privileges of stockholders of the Company with respect to
shares of Common Stock granted pursuant to the Plan unless, and until, shares of Common Stock
actually are issued to such person and then only from the date such person becomes the record owner
thereof.
Section 13. Tax Withholding.
The Company shall make appropriate provisions for the payment of any Federal, state or local
tax or any other tax 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. No Liability.
No member of the Board, or any officer or employee of the Company acting on behalf of the
Board, shall be personally liable for any action, determination or interpretation taken or made in
good faith with respect to the Plan, and all members of the Board and any
officer or employee of the Company acting on their behalf shall, to the extent permitted by law, be
fully indemnified and protected by the Company in respect of any such action, determination or
interpretation.
Section 15. Successors.
The provisions of the Plan shall be binding upon and inure to the benefit of all successors of
any person receiving Common Stock 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 16. Subsidiaries and Affiliates.
For purposes of the Plan, term (a) the term Subsidiaries includes those corporations fifty
percent (50%) or more of whose outstanding voting stock is owned or controlled, directly or
indirectly, by the Company and those partnerships and joint ventures in which the Company owns,
directly or indirectly, a 50 percent (50%) or more interest in the capital account or earnings; and
(b) the term Affiliates means any current or future entity other than the Company and its
Subsidiaries that is designated by the Board as participating under the Plan.
Section 17. Expenses.
The expenses of administering the Plan shall be borne by the Company.
Section 18. Termination and Amendment.
The Board (or any committee thereof, as designated by the board to administrate the Plan) may
from time to time amend or discontinue the Plan or any provision thereof; provided that no
amendment or modification of the Plan shall, without the prior approval of the stockholders of the
Company:
(a) | increase the number of shares of Common Stock available for grant; |
(b) | materially increase the benefits accruing to participants under the Plan; |
(c) | modify the requirements as to eligibility for participation; or |
(d) | change any of the provisions of this Section 18. |
No amendment or discontinuation of the Plan or any provision thereof shall, without the
written consent of the participant, adversely affect any shares theretofore granted to such
participant under the Plan.
Section 19. Effective Date.
The Effective Date shall be May 19, 2004. The Plan was amended and restated on July 27, 2005
and subsequently amended effective April 1, 2011.