PROTO LABS, INC. Employee Incentive Stock Option AgreementEmployee Incentive Stock Option Agreement • February 13th, 2012 • Proto Labs Inc • Fabricated structural metal products • Minnesota
Proto Labs, Inc. (the “Company”), pursuant to its 2012 Long-Term Incentive Plan (the “Plan”), hereby grants to you, the Optionee named below, an Option to purchase the number of shares of the Company’s common stock shown in the table below at the specified exercise price per share. The terms and conditions of this Option Award are set forth in this Agreement, consisting of this cover page and the Option Terms and Conditions on the following pages, and in the Plan document which is attached. To the extent any capitalized term used in this Agreement is not defined, it shall have the meaning assigned to it in the Plan as it currently exists or as it is amended in the future.
PROTO LABS, INC. Director Non-Statutory Stock Option AgreementDirector Non-Statutory Stock Option Agreement • February 13th, 2012 • Proto Labs Inc • Fabricated structural metal products • Minnesota
Proto Labs, Inc. (the “Company”), pursuant to its 2012 Long-Term Incentive Plan (the “Plan”), hereby grants to you, the Optionee named below, an Option to purchase the number of shares of the Company’s common stock shown in the table below at the specified exercise price per share. The terms and conditions of this Option Award are set forth in this Agreement, consisting of this cover page and the Option Terms and Conditions on the following pages, and in the Plan document which is attached. To the extent any capitalized term used in this Agreement is not defined, it shall have the meaning assigned to it in the Plan as it currently exists or as it is amended in the future.
PROTO LABS, INC.u.k. Employee Non-Statutory Stock Option Agreement • February 13th, 2012 • Proto Labs Inc • Fabricated structural metal products • Minnesota
Proto Labs, Inc. (the “Company”), pursuant to its 2012 Long-Term Incentive Plan (the “Plan”), hereby grants to you, the Optionee named below, an Option to purchase the number of shares of the Company’s common stock shown in the table below at the specified exercise price per share. The terms and conditions of this Option Award are set forth in this Agreement, consisting of this cover page and the Option Terms and Conditions on the following pages, and in the Plan document which is attached. To the extent any capitalized term used in this Agreement is not defined, it shall have the meaning assigned to it in the Plan as it currently exists or as it is amended in the future.
PROTO LABS, INC. Employee Non-Statutory Stock Option AgreementEmployee Non-Statutory Stock Option Agreement • February 13th, 2012 • Proto Labs Inc • Fabricated structural metal products • Minnesota
Proto Labs, Inc. (the “Company”), pursuant to its 2012 Long-Term Incentive Plan (the “Plan”), hereby grants to you, the Optionee named below, an Option to purchase the number of shares of the Company’s common stock shown in the table below at the specified exercise price per share. The terms and conditions of this Option Award are set forth in this Agreement, consisting of this cover page and the Option Terms and Conditions on the following pages, and in the Plan document which is attached. To the extent any capitalized term used in this Agreement is not defined, it shall have the meaning assigned to it in the Plan as it currently exists or as it is amended in the future.
AMENDMENTInvestors’ Rights Agreement • February 13th, 2012 • Proto Labs Inc • Fabricated structural metal products
This Amendment (this “Amendment”), dated as of February 10, 2012, amends and modifies the (i) Amended and Restated Investors’ Rights Agreement, dated July 19, 2011 (the “IRA”), by and among Proto Labs, Inc., a Minnesota corporation (the “Company”), and each investor that is party thereto, (ii) Voting Agreement, dated August 1, 2008 and amended May 31, 2011 (the “Voting Agreement”), by and among the Company and each investor (a “Voting Investor”) and key holder (a “Voting Key Holder”) that is party thereto, (iii) Right of First Refusal and Co-Sale Agreement, dated August 1, 2008 (the “ROFR and Co-Sale Agreement”), by and among the Company and each investor (a “ROFR Investor”) and key holder (a “ROFR Key Holder”) that is party thereto.
