EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT (this "Agreement") is made and entered into as of
September 9, 1999, by and among 3D SYSTEMS CORPORATION, a Delaware corporation
("3D Delaware"), 3D SYSTEMS, INC., a California corporation ("3D California"),
and XXXXXX X. XXXX ("Xxxx"). 3D Delaware and 3D California are collectively
referred to herein as the "Corporation."
R E C I T A L S
A. The Corporation desires to continue the employment of Xxxx as an
employee and to arrange for his engagement as a consultant to the Corporation,
and Xxxx desires to accept such engagement, to perform the services and
undertake the duties described herein.
B. The Corporation and Xxxx wish to formalize their relationship by
entering into a written agreement setting forth the terms and conditions of such
engagement.
NOW, THEREFORE, in consideration of the mutual covenants herein set forth,
the parties agree as follows:
A G R E E M E N T
1. EMPLOYMENT.
The Corporation hereby employs Xxxx, and Xxxx hereby agrees to serve
the Corporation as a senior executive of 3D California.
2. TERM.
Subject to the provisions of this Agreement and subject to Section 5
of this Agreement, Xxxx shall remain employed by the Corporation as a senior
executive through December 31, 2000 (the "Employment Term"). Following such
date, Xxxx shall become a Consultant to the Corporation upon the terms set forth
in Section 8 (the "Consulting Term").
3. SALARY AND BENEFITS.
(a) SALARY. For his services to be rendered to 3D California under
this Agreement during the Employment Term, 3D California shall pay to Xxxx a
salary at the
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rate of $317,250 per year, to be paid in accordance with 3D California's
customary payroll procedures.
(b) BENEFITS. 3D California shall make available to Xxxx all fringe
benefits (including, without limitation, all pension, profit-sharing,
disability, health and welfare plans, and all disability income, medical and
hospital insurance), which 3D California may from time to time afford, during
the Employment Term, its executive employees generally. The actual dollar
amount of the salary payable under this Section 3 or under Section 8 of this
Agreement, as may be applicable under the circumstances, and the value of all
fringe benefits, are collectively referred to in this Agreement as
"Compensation".
(c) STOCK OPTIONS. On January 1, 2000, Xxxx shall be granted a stock
option for 25,000 shares. The option price thereof shall be the Xxxx Exercise
Price (as that term is defined in the May 19, 1999 Minutes of the Meeting of the
Compensation Committee of 3D Delaware). Said stock option shall be by agreement
in substantially the form then in use by 3D Delaware, except for the foregoing
calculation of price, and for the inclusion therein of a provision accelerating
the vesting thereof by a "change of control" provision.
As of January 1, 2001, all remaining unvested share options previously
granted to Xxxx, including the share options in the amount of 25,000 shares,
granted pursuant to this Section 3(c), shall immediately vest and, pursuant to
the terms of this Agreement, survive during the Consulting Term.
(d) EXPENSES. Xxxx will be reimbursed for necessary, customary
and/or usual expenses in accordance with 3D California's policies generally in
effect from time to time with respect to its executive employees or business
consultants, as applicable.
4. DUTIES.
During the Employment Term, Xxxx will report to the Chief Executive
Officer of the Corporation (the "CEO"), and will devote substantially all of his
business time, energy and skill to the business of the Corporation and the
promotion of its interests (vacations and absences because of sickness
excepted). Xxxx will not engage in or be concerned with any other material
business activities, directly or indirectly, including directorships in other
companies (whether or not in competition with the Corporation) except those in
place as of the date hereof and those activities approved in each case by the
CEO. This Section 4 shall not be interpreted to restrict Xxxx' ability to
manage his own assets during business hours, so long as such activities do not
detract from the time spent by him in performing his duties hereunder.
5. TERMINATION.
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(a) FOR JUST CAUSE. Sections 1 through 4 and 6, 8 and 9 of this
Agreement may be terminated by the Corporation at any time during the term of
this Agreement for "just cause." As used in this Agreement, just cause shall
exist upon (i) any material breach by Xxxx of this Agreement or his duties
hereunder, or Xxxx' refusal to perform his material duties and obligations, in
each case after notice and reasonable opportunity to cure, or (ii) Xxxx'
conviction of any crime involving embezzlement or misappropriation of funds or
property of the Corporation or felonious conduct.
(b) TERMINATION UPON DEATH OR DISABILITY.
(i) Sections 1 through 4 and 6, 8 and 9 of this Agreement shall
cease and terminate promptly upon the death of Xxxx.
(ii) If in the opinion of the Board of Directors of 3D Delaware,
based upon consultation with or a report of a qualified physician or
psychiatrist (as evidenced by a resolution duly adopted subsequent to the end of
the six consecutive month period referred to below) Xxxx shall become physically
or mentally incapacitated and as a result thereof shall become unable to
continue the proper performance of his duties hereunder during the Consulting
Term and/or the Employment Term (reasonable vacations and reasonable absences
because of sickness, including such physical or mental incapacitation, for up to
six consecutive months, excepted), Sections 1 through 4 and 6, 8 and 9 of this
Agreement shall cease and terminate 15 days following adoption of a resolution
by the Board of Directors of 3D Delaware confirming Xxxx' termination.
(c) BENEFITS UPON TERMINATION. If the Employment Term or Consulting
Term is terminated pursuant to Section 5(a) or Section 5(b) hereof, Xxxx shall
be entitled to Compensation up to the date of termination, LESS any amounts
received by Xxxx with respect to such period from any disability insurance or
similar plan maintained by the Corporation.
6. FACILITIES.
Xxxx shall at all times during the Employment Term be furnished with
an executive office, stenographic and other necessary clerical assistance, and
such other facilities, amenities and services as are suitable to Xxxx' position
with the Corporation and adequate for the performance of his duties hereunder.
7. NONSOLICITATION; TRADE SECRETS. Xxxx shall not, directly or
indirectly:
(a) for a period of four years following termination of the
Employment Term or Consulting Term, as applicable, cause or induce, or attempt
to cause or induce, any present or future employee of the Corporation or any
affiliate thereof to terminate his or her employment with the Corporation;
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(b) for a period of four years following termination of the
Employment Term or Consulting Term, as applicable, directly or indirectly
solicit, induce or influence any present, future or specifically identifiable
potential customer, employee, licensor, sales representative, supplier, lender,
lessor, factor or any other person which on the date of termination of the
Employment Term or Consulting Term, as applicable, has an existing or
specifically identifiable potential business relationship with the Corporation
to discontinue, reject, reduce the extent of, or otherwise adequately modify
such relationship; or
(c) directly or indirectly disclose to any person (other than in the
course of performing his duties for the Corporation) or use or exploit for the
benefit of any person other than the Corporation, any trade secrets, customer
and supplier lists, marketing arrangements, business plans, projections,
financial information, training manuals, pricing manuals, product and service
development manuals, market strategies, internal performance statistics and
other competitively sensitive information concerning the Corporation and its
affiliates which is material to the Corporation and its affiliates and which is
not generally known or available to the public, whether or not in written or
tangible form.
8. CONSULTING.
(a) CONVERSION OF DUTIES. As of January 1, 2001, (the "Effective
Date"), Xxxx' duties and obligations under Sections 1 and 4 hereof shall convert
to those set forth in this Section 8 (the "Conversion").
(b) EFFECT OF CONVERSION. Upon Conversion, (i) Sections 1, 2, 3(a),
and 4 shall terminate as of the Effective Date; and (ii) assuming this Agreement
has not been earlier terminated pursuant to Section 5 hereof, Sections 8(c)
through 8(i) shall govern the rights and obligations of the parties hereto with
respect to the matters covered by such subsections during the Consulting Term.
(c) ENGAGEMENT. As of the Effective Date, the Corporation agrees to
and hereby does retain and engage Xxxx as a Consultant, and Xxxx agrees to
accept such engagement by the Corporation on the terms and subject to the
conditions hereinafter set forth in this Section 8.
(d) CONSULTING TERM; BENEFITS UPON TERMINATION PRIOR TO END OF
CONSULTING TERM. The engagement of Xxxx as a Consultant hereunder shall
commence as of the Effective Date and shall continue until that date which is
four years after the Effective Date (the "Consulting Term").
(e) CONSULTING DUTIES. Commencing on the Effective Date, Xxxx shall
be engaged by the Corporation as a business consultant. His duties in such
capacity shall be to consult with the Board of Directors and officers of the
Corporation and its subsidiaries at such reasonable times as the CEO may request
concerning those
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aspects of the business and affairs of the Corporation with which Xxxx has
heretofore been concerned and such other matters as the CEO may reasonably
request, to meet with and aid in the retention of the existing and future
clients of the Corporation, to assist the Corporation in marketing and corporate
development and otherwise to assist the Corporation in the maintenance of its
goodwill. Without limiting the generality of the foregoing, such duties shall
include (i) aiding the management of the Corporation in maintaining good
relationships with its employees at all levels; (ii) meeting with customers,
discussing their problems and complaints and proposing solutions to resolve any
problems or complaints which they may have; (iii) aiding in the continued
development and establishment of long-range planning of the business and affairs
of the Corporation; and (iv) protecting and preserving the established goodwill
of the Corporation.
(f) EXTENT AND PLACE OF SERVICES. Xxxx shall not be required during
the Consulting Term to devote more than 150 hours per fiscal quarter to the
performance of his consulting duties hereunder. The Corporation may, however,
request that Xxxx devote more than 150 hours during any fiscal quarter to the
performance of his duties hereunder. If Xxxx, in his discretion, accepts such
request, the Corporation shall compensate Xxxx, in addition to all other
compensation provided to him under this Section 8, at the rate of two hundred
fifty dollars ($250.00) per hour for all hours exceeding 150 hours during such
quarter devoted by him to the performance of his consulting services to the
Corporation hereunder. Xxxx' duties hereunder shall be performed at the
executive offices of the Corporation or at such other place or places in Los
Angeles County as shall be reasonably requested b the Corporation from time to
time.
(g) COMPENSATION. As compensation for Xxxx' services under this
Section 8 during the Consulting Term, the Corporation shall pay Xxxx the sum of
one hundred fifty thousand dollars ($150,000.00) per year during the Consulting
Term, payable bi-weekly.
(h) OTHER ACTIVITIES. During the Consulting Term, Xxxx shall be
permitted to accept employment from others, but only to the extent that (i) such
additional activities are not otherwise prohibited by the terms of this
Agreement, and (ii) such other activities do not impair the ability of Xxxx
fully and completely to discharge all of his duties hereunder.
(i) INDEPENDENT CONTRACTOR. It is the intention and understanding of
the parties hereto that from and after the Effective Date and during the
Consulting Term, Xxxx will and at all times shall remain an independent
contractor and nothing contained herein shall be deemed or construed to create
the relationship of employer and employee as between the Corporation and Xxxx.
Without limiting the generality of the foregoing:
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(A) All final decisions with respect to matters as to which Xxxx
has provided consulting services hereunder shall be solely those of the
management of the Corporation and Xxxx shall have no liability relating thereto
or arising therefrom; and
(B) In payment of the compensation to Xxxx provided for in this
Section 8, the Corporation shall have the right (but not the obligation) to make
any deduction from such payments on account of federal or state income tax
withholdings, disability, unemployment insurance or social security payments or
any other reductions of salary or wage payments applicable to the compensation
of employees generally.
(j) BENEFITS. During the Consulting Term, subject only to early
termination thereof, the Corporation shall provide Xxxx with continuation of
such life insurance and health insurance benefits as were provided immediately
prior to the inception of the Consulting Term.
9. CERTAIN EVENTS.
(a) CHANGE OF CONTROL.
(i) Upon the occurrence of any of the following events (each, a
"Triggering Event") during the Employment Term, the Corporation shall pay to
Xxxx a special bonus (the "Special Bonus") as calculated in accordance with
Section 9(a)(ii): (A) the acquisition of one or more shares of "Common Stock"
of 3D Delaware or 3D California by an "Acquiring Person" (each as defined in
Section 9(c)); (B) the consolidation with, or merger with or into, any other
"Person" (as defined in Section 9(c)), by 3D Delaware and, in connection with
such merger or consolidation, 3D Delaware is not the continuing or surviving
entity; (C) the consolidation with, or merger with or into, any other Person by
3D California and, in connection with such merger or consolidation, 3D
California is not the continuing or surviving entity; (D) the sale or transfer
by other means by the Corporation in one transaction or a series of related
transactions, of assets or earning power aggregating more than 50% of the assets
or earning power of the Corporation (taken as a whole and calculated on the
basis of the Corporation's most recent regularly prepared financial statements)
to any other Person or Persons (but excluding from this subsection 9(a)(i)(D)
sales of inventory in the ordinary course of business); or (E) individuals who
were members of the Board of Directors of 3D Delaware immediately prior to a
meeting of the stockholders of 3D Delaware involving a contest for the election
of directors shall not constitute a majority of the Board of Directors of 3D
Delaware immediately following such election; PROVIDED, that the following
transactions shall not be deemed to be a Triggering Event for purposes of this
Agreement; (x) the dissolution and liquidation of the assets of 3D Systems
(Canada), Inc. ("3D Canada") into, or merger 3D Canada with and into, the
Corporation or any of its subsidiaries; or (y) the merger of 3D California with
and into 3D Delaware.
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(ii) The bonus payable to Xxxx upon the occurrence of any of the
Triggering Events shall be the lesser of (A) $1,000,000; (B) the maximum amount
(when aggregated with other payments received by Xxxx related to the occurrence
of a Triggering Event) that could be paid without the Special Bonus being
subject to excise tax under Section 4999 of the Internal Revenue Code of 1986,
as amended (the "Code"); or (C) 7.5% of the difference between (1) the "Market
Value of 3D Delaware" (as defined in Section 9(c)) on the date the transaction
giving rise to the Triggering Event is consummated, and (2) the Market Value of
3D Delaware on the date of this Agreement, but in no event shall this clause (C)
result in a Special Bonus of less than the maximum amount (when aggregated with
all other "applicable employee renumeration," as calculated in accordance with
Section 162(m) of the Code during the year the Special Bonus is paid) that could
be paid without the Special Bonus being subject to the limitation on deductions
set forth in Section 162(m)(i) of the Code. All references in this Section 9(a)
to Section 162(m) of the Code, or any subsections thereof, shall refer to such
section, and the regulations and interpretations of the Internal Revenue Service
with respect thereto, in existence on the date of this Agreement, and the rights
of Xxxx to receive a Special Bonus, and the calculation of the amount of the
Special Bonus, shall not be reduced or diminished as a result of amendments or
changes to such section, or such regulations or interpretations, hereafter
enacted or promulgated. All payments due to Xxxx under this Section 9 shall be
payable by the Corporation upon the consummation of the transaction giving rise
to the Triggering Event.
(b) DETERMINATION OF "CONTINUING" OR "SURVIVING" CORPORATION. The
determination as to which party to a merger or consolidation is the "continuing"
or "surviving" corporation shall be made on the basis of the relative equity
interests of the shareholders in the corporation existing after the merger or
consolidation, as follows: if following any merger or reorganization, the
holders of outstanding Common Stock of 3D California or 3D Delaware immediately
prior to the merger or consolidation Beneficially Own more than fifty percent
(50%) of the Common Stock of the corporation existing following the merger or
consolidation, then for purposes of this Agreement, 3D California or 3D
Delaware, as the case may be, shall be the survivor or continuing corporation.
In making the determination of Beneficial Ownership by the shareholders of a
corporation immediately after the merger or consolidation, of equity securities
which the shareholders owned immediately before the merger or consolidation,
shares which they Beneficially Owned as shareholders of another party to the
transaction shall be disregarded.
(c) DEFINITIONS. For the purposes of this Section 9, the following
definitions shall apply:
"Acquiring Person" shall mean (i) any Person who or which, together
with all Affiliates and Associates of such Person, is not, as of the date
hereof, a Beneficial Owner of 5% or more of the Common Stock of 3D Delaware,
becomes the Beneficial Owner (as hereinafter defined) of at least 50% of the
Common Stock of the Corporation
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or (ii) any Person who or which, together with all Affiliates and Associates of
such Person, as of the date of this Agreement is the Beneficial Owner of 5% or
more of the Common Stock of 3D Delaware, becomes the Beneficial Owner of at
least 80% of the Common Stock of the Corporation. Acquiring Person shall not
include 3D Delaware, 3D California, 3D Holdings, LLC or 3D Canada, any employee
benefit plan of the Corporation or any entity holding Shares which was
organized, appointed or established by the Corporation for or pursuant to the
terms of any such plan.
"Affiliate" and "Associate" shall have the respective meanings
ascribed to such terms in Rule 12b-2 of the General Rules and Regulations under
the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and as in
effect on the date hereof.
A person shall be deemed the "Beneficial Owner" of, and shall be
deemed to "beneficially own," any securities: (i) which such Person or any of
such Person's Affiliates or Associates, directly or indirectly, beneficially
owns (as determined pursuant to Rule 13d-3 of the General Rules and Regulations
under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), as
in effect on the date of this Agreement, or has the right to dispose of; (ii)
which such Person or any of such Person's Affiliates or Associates has, directly
or indirectly, (A) the right to acquire (whether such right is exercisable
immediately or only after the passage of time) pursuant to any agreement (other
than customary agreements with and between underwriters and selling group
members with respect to a bona fide public offering of securities), arrangement
or understanding (whether or not in writing), or upon the exercise of conversion
rights, exchange rights, rights, warrants or options, or otherwise; PROVIDED,
HOWEVER, that a Person shall not be deemed the "Beneficial Owner" of or to
"beneficially own" any security under this clause (ii)(B) as a result of an
agreement, arrangement or understanding to vote such security if such agreement,
arrangement or understanding (1) arises solely from a revocable proxy or consent
given to such Person in response to a public proxy or consent solicitation made
pursuant to, and in accordance with, the applicable rules and regulations under
the Exchange Act (or any comparable or successor report); or which are
beneficially owned, directly or indirectly, by any other Person (or any
Affiliate or Associate thereof) with which such Person or any of such Person's
Affiliates or Associates has any agreement (other than customary agreements with
and between underwriters and selling group members with respect to a bona fide
public offering of securities), arrangement or understanding (whether or not in
writing) for the purpose of acquiring, holding, voting (except pursuant to a
revocable proxy as described in Section 9(c)(ii)(B)) or disposing of any Common
Stock of the Corporation.
"Common Stock" of a Person shall mean the common stock (or, in the
case of a trust, partnership or other unincorporated entity, the equivalent
equity interest) with the greatest voting power of such Person (or, (i) if such
Person is a Subsidiary of another Person, the Person which ultimately controls
such first-mentioned Person, or (ii) if such Person is ultimately controlled by
two or more Persons, the controlling Person having common stock or equivalent
equity interests with the greatest aggregate current
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market value, together with all rights and benefits (however denominated or
constituted) relating to such common stock (including, without limitation, any
rights or warrants to acquire additional shares of such common stock or other
securities or assets, or to participate in any trust for the benefit of holders
of such shares, or to share in the benefits of any agreements or other
arrangements for the benefit of such holders), whether or not such rights are
yet exercisable, and together with any other securities which are represented by
the certificates for such shares or are transferred in connection with transfers
of such shares.
"Market Value of 3D Delaware" on any particular date shall be
determined by multiplying the number of shares of Common Stock of 3D Delaware
issued and outstanding on that date by the Market Price of the Common Stock of
3D Delaware on such date.
"Market Price" of the Common Stock of 3D Delaware on any date shall
mean the closing price per share of such Common Stock on the Trading Day (as
such term is hereinafter defined) immediately prior to such date. The closing
price shall be the last sale price, regular way, or, in case no such sale takes
place on such day, the average of the closing bid and asked prices, regular way,
in either case as reported in the principal consolidated transaction reporting
system with respect to securities listed or admitted to trading on the New York
Stock Exchange or, if the Common Stock of 3D Delaware is not listed or admitted
to trading on the New York Stock Exchange, as reported in the principal
consolidated transaction reporting system with respect to securities listed on
the principal national securities exchange on which the Common Stock of 3D
Delaware is listed or admitted to trading or, if the Common Stock is not listed
or admitted to trading on any national securities exchange, the last price or,
if not so quoted, the average of the high bid and low asked prices in the
over-the-counter market, as reported by the National Association of Securities
Dealers, Inc. Automated Quotation System ("NASDAQ") or such other system then in
use, or, if on any such date the common stock of 3D Delaware is not quoted by
such organization, the average of the closing bid and asked prices as furnished
by a professional market maker making a market in the Common Stock selected by
the Board of Directors of 3D Delaware. If on any such date no market maker is
making a market in the Common Stock the fair value of such shares on such date
as determined in good faith by the Board of Directors of 3D Delaware shall be
used. The term "Trading Day" shall mean a day on which the principal national
securities exchange on which the shares of Common Stock of 3D Delaware are
listed or admitted to trading or traded is open for the transaction of business
or, if the Common Stock is not so listed or admitted to trading on any national
securities exchange, a day on which commercial banks in Los Angeles, California
are open to the public for business. If the Common Stock is not publicly held
or not so listed or traded, "Market Price" per share shall mean the fair value
per share as determined in good faith by the Board of Directors of 3D Delaware,
or, if at the time of such determination there is an Acquiring Person, by a
nationally recognized investment banking firm selected by the Board of Directors
of 3D Delaware.
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"Person" shall mean any individual, firm, corporation, trust,
partnership or other entity, whether similar or dissimilar to the foregoing.
"Subsidiary" or "Subsidiaries" shall mean, as the case may be, with
respect to any Person, any other Person of which securities or other ownership
interests having ordinary voting power, in the absence of contingencies, to
elect a majority of the board of directors or other Persons performing similar
functions are at the time directly or indirectly owned by such first Person.
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10. MISCELLANEOUS.
(a) WAIVER. The waiver by any party hereto of a breach of any of the
provisions of this Agreement shall not operate or be construed as a waiver of
any subsequent breach.
(b) NOTICE. Any notice to be given hereunder shall be sent by
certified mail addressed, if to the Corporation, to 3D Systems, Inc., 00000
Xxxxxx Xxxx, Xxxxxxxx, Xxxxxxxxxx 00000, Attn: President, or at such other
address as the Corporation shall hereafter specify in writing, or if to Xxxx to
000 Xxxx Xxxxxx Xxxxx, Xxxxxxxx Xxxxxxx, Xxxxxxxxxx 00000, or at such other
address as Xxxx shall hereafter specify in writing.
(c) NO ASSIGNMENT. This Agreement is personal in its nature and
neither of the parties hereto shall, without the consent of the other, assign or
transfer this Agreement or any rights or obligations hereunder; PROVIDED, if the
Corporation effects any merger, consolidation or transfer or sale of all or
substantially all the assets of the Corporation in a transaction in which the
Corporation is not the surviving entity, this Agreement shall be binding upon
such successor corporation and such successor corporation shall discharge and
perform all the obligations of the Corporation hereunder.
(d) ENTIRE AGREEMENT. This Agreement embodies the entire agreement
of the parties respecting the matters within its scope and may be modified only
in writing.
(e) GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY THE LAWS OF
THE STATE OF CALIFORNIA.
(f) ATTORNEYS' FEES. If either party hereto brings an action or
proceeding for a declaration of the rights of the parties under injunctive
relief, or for an alleged breach or default of, or any other action arising out
of this Agreement, the prevailing party in any such action shall be entitled to
an aware of the prevailing party's actual attorneys' fees and any court costs
incurred in such action or proceeding, in addition to any other damages or
relief awarded.
(g) FEDERAL AND STATE TAX WITHHOLDING. The Corporation shall have
the right to withhold from Compensation due Xxxx all amounts necessary to
satisfy applicable federal and state income tax withholding obligations.
(h) SEVERABILITY. In case any provision of this Agreement shall be
invalid, illegal or unenforceable, the validity, legality and enforceability of
the remaining provisions of this Agreement shall not in any way be affected or
impaired thereby.
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(i) JOINT AND SEVERAL LIABILITY. The liability of 3D California and
3D Delaware hereunder for all obligations of the Corporation shall be joint and
several.
(j) WARRANTY. The Corporation warrants that this Agreement has been
approved by the Boards of Directors of 3D California and 3D Delaware.
(k) CONFLICTING AGREEMENTS. The Corporation has provided Xxxx with
copies of all employment policies and benefit plans relating to his employment
and, in the event that any term specified therein is in conflict with the terms
identified in this Agreement, the terms of this Agreement shall control.
(l) TERMINATION OF PRIOR AGREEMENT. Upon execution of this Agreement
by all parties hereto, as of the date hereof, Sections 1, 2, 3(a) and 4 through
7 of that certain Employment Agreement between the Corporation and Xxxx dated
October 31, 1994, as amended, shall terminate and be of no further force or
effect and neither the Corporation nor Xxxx shall have any rights or obligations
under those Sections.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on
the day and year first above written.
3D SYSTEMS, INC.
______________________________ By:_____________________________
Xxxxxx X. Xxxx A. Xxxxxx Xxxxxx
Vice President, General Counsel
3D SYSTEMS CORPORATION
By:_____________________________
A. Xxxxxx Xxxxxx
Vice President, General Counsel
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