OPTION CERTIFICATE
(Employee Non-Statutory Stock Option)
THIS IS TO CERTIFY that 3D Systems Corporation, a Delaware corporation
(the "Company"), has granted to the employee named below a non-statutory stock
option (the "Option") to purchase shares of the Company's Common Stock (the
"Shares"), under its 1996 Stock Incentive Plan (the "Plan"), and upon the terms
and conditions determined by the Compensation Committee (the "Committee") of the
Board of Directors of the Company (the "Board"), as follows:
Name of Employee:
Address of Employee:
_____________________________
_____________________________
Number of Shares:
Option Exercise Price: $______________ per share
Date of Grant: _______________ ___, 199
Option Expiration Date: _______________ ___, 200
Exercise Schedule: The Option shall become exercisable with respect to
25% of the number of shares subject to this Option (rounded up or down to the
nearest whole number) on each of the first four anniversaries of the Date of
Grant. Installments shall be cumulative, and the Option may be exercised as to
any and all shares of Common Stock covered by an installment at any time after
the installment becomes exercisable and prior to the expiration of termination
of the Option.
Summary of Other Terms: This Option is defined in the Stock Option
Agreement (Non-Statutory Stock Option) (the "Option Agreement") which is
attached to this Option Certificate (the "Certificate") as Annex I. This
Certificate summarizes certain of the provisions of the Option Agreement for
your information, but is not complete. Your rights are governed by the Option
Agreement, not by this summary. The Company strongly suggests that you carefully
review the full Option Agreement prior to signing this Certificate or exercising
the Option.
Among the terms of the Option Agreement are the following:
Termination of Employment: While the Option terminates on the Option
Expiration Date, it will terminate earlier if you cease to be employed by the
Company or the direct or indirect subsidiary of the Company with whom you are
employed (transfer of employment from one subsidiary to another will not
constitute termination of employment). If your
employment ends due to retirement or death, the Option terminates eighteen
months after the date of retirement or death, and is exercisable during such
eighteen-month period as to the portion of the Option which had vested prior to
the date of retirement or death. If your employment ends due to disability, the
Option terminates twelve months after the date of disability, and is exercisable
during such twelve-month period as to the portion of the Option which had vested
prior to the date of disability. If your employment ends primarily as a result
of an act of misconduct described in Section 4(g) of the Plan, or during the
period when your rights under the Option have been suspended by the Company
pursuant to that Section, the Option will terminate immediately. In all other
cases, the Option terminates ninety days after the date of termination of
employment, and is exercisable during such time period as to the portion of the
Option which had vested prior to the date of termination of employment. See
Section 5 of the attached Option Agreement.
Transfer: The Option is personal to you, and cannot be sold,
transferred, assigned or otherwise disposed of to any other person, except upon
your death. See Section 13(d) of the attached Option Agreement.
Exercise: You can exercise the Option (while it is exercisable), in
whole or in part, by delivering to the Company a Notice of Exercise identical to
Exhibit "A" attached to the Option Agreement, accompanied by payment of, or
provision pursuant to the Option Agreement, for the payment of, the Exercise
Price for the Shares to be purchased. The Company may require you to submit
certain written reassurances to the Company with respect to your status as a
shareholder. The Company will then issue a certificate to you for the Shares you
have purchased. You are under no obligation to exercise the Option. See Section
4 of the attached Option Agreement.
Adjustments upon Recapitalization: The Option contains provisions which
affect your rights in the event of stock splits, stock dividends, mergers and
other major corporate reorganizations. See Section 6 of the attached Option
Agreement.
Waiver: By signing this Certificate, you will be agreeing to all of the
terms of the Option Agreement, including those not summarized in this
Certificate. You will waive your rights to options or stock which may otherwise
have been promised to you. See Section 7 of the attached Option Agreement.
Withholding: The Company may require you to make any arrangements
necessary to insure the proper withholding of any amount of tax, if any,
required to be withheld by the Company as a result of the exercise of the
Option. See Section 10 of the attached Option Agreement.
A G R E E M E N T
3D Systems Corporation, a Delaware corporation, and Employee each
hereby agrees to be bound by all of the terms and conditions of the Stock Option
Agreement (Non-Statutory Stock Option) which is attached hereto as Annex I and
incorporated herein by this reference as if set forth in full in this document.
DATED
3D SYSTEMS CORPORATION
By:
Its:
EMPLOYEE
___________________________________
Name:
(Please print
your name exactly as you wish it to appear
on any stock certificates issued to you upon
exercise of the Option)
ANNEX I
STOCK OPTION AGREEMENT
(Non-Statutory Stock Option)
This STOCK OPTION AGREEMENT (this "Option Agreement") is made and
entered into on the execution date of the Option Certificate to which it is
attached (the "Certificate"), by and between 3D Systems Corporation, a Delaware
corporation (the "Company"), and the employee named in the Certificate
("Employee").
Pursuant to the 3D Systems Corporation 1996 Stock Incentive Plan (the
"Plan"), the Compensation Committee (the "Committee") of the Board of Directors
of the Company (the "Board") has authorized the grant to Employee of a
non-statutory stock option to purchase shares of the Company's Common Stock, par
value $0.001 per share (the "Common Stock"), upon the terms and subject to the
conditions set forth in this Option Agreement and in the Plan.
The Company and Employee agree as follows:
1. Grant of Option.
The Company hereby grants to Employee the right and option
(the "Option"), upon the terms and subject to the conditions set forth in this
Option Agreement, to purchase all or any portion of that number of shares of the
Common Stock (the "Shares") set forth in the Certificate, at the Option exercise
price set forth in the Certificate (the "Exercise Price").
2. Term of Option.
The Option shall terminate and expire on the Option Expiration
Date set forth in the Certificate, unless sooner terminated as provided herein.
In no event shall the Option be exercisable after the expiration of ten years
from the date it was granted.
3. Exercise Period.
(a) Subject to the provisions of Sections 3(b) and 5 of this
Option Agreement, the Option shall become exercisable (in whole or in part) upon
and after the dates set forth or referred to under the caption "Exercise
Schedule" in the Certificate. The installments shall be cumulative; i.e., the
Option may be exercised, as to any or all Shares covered by an installment, at
any time or times after the installment first becomes exercisable and until
expiration or termination of the Option.
(b) Notwithstanding anything to the contrary contained in this
Option Agreement, the Option may not be exercised, in whole or in part, unless
and until any then-applicable requirements of all federal, state and local laws
and regulatory agencies shall have been fully complied with to the satisfaction
of the Company and its counsel. In addition, if the Company believes that
Employee has committed an act of misconduct as described in Section 4(g) of the
Plan (which acts of misconduct ("Acts of Misconduct") include an act of
embezzlement, fraud, nonpayment of any obligation owed to the Company or any
subsidiary, breach of fiduciary duty or deliberate disregard of the Company's
rules resulting in loss, damage or injury to the Company, any unauthorized
disclosure of trade secrets or confidential information of the Company, any
conduct constituting unfair competition, or the inducement of any customer of
the Company to breach a contract with the Company), the Company may suspend the
Employee's rights under the Option pending a determination by the Board of
Directors, which shall have the right, as therein provided, to terminate the
Option.
4. Exercise of Option.
There is no obligation to exercise the Option, in whole or in
part. The Option may be exercised, in whole or in part, only by delivery to the
Company of:
(a) written notice of exercise in form and substance identical
to Exhibit "A" attached to this Option Agreement stating the number of shares of
Common Stock then being purchased (the "Purchased Shares");
(b) the Exercise Price for each Purchased Share shall be paid
in full upon exercise and shall be payable in cash in United States dollars
(including check, bank draft or money order); provided, however, that in lieu of
cash the person exercising the Option may pay the Exercise Price in whole or in
part by delivering to the Company shares of the Common Stock having a fair
market value on the date of exercise of the Option, determined as provided in
Section 4(c), equal to the Exercise Price for the Shares being purchased; except
that (i) any portion of the Exercise Price representing a fraction of a Share
shall in any event be paid in cash and (ii) no shares of the Common Stock which
have been held for less than six months may be delivered in payment of the
Exercise Price of an Option. Delivery of shares may also be accomplished through
the effective transfer to the Company of shares held by a broker or
other agent. The Company will also cooperate with any person who participates in
a cashless exercise program of a broker or other agent under which all or part
of the shares received upon exercise of the Option are sold through the broker
or other agent or under which the broker or other agent makes a loan to such
person. Notwithstanding the foregoing, the exercise of the Option shall not be
deemed to occur and no shares of Common Stock will be issued by the Company upon
exercise of the Option until the Company has received payment of the Exercise
Price in full. The date of exercise of an Option shall be determined under
procedures established by the Committee. Payment of the Exercise Price with
shares shall not increase the number of shares of the Common Stock which may be
issued under the Plan.
(c) If payment is made, in whole or in part, by transfer to
the Corporation of issued and outstanding shares of Common Stock, the value of
such shares shall be the mean between the following prices, as applicable, for
the date as of which fair market value is to be determined as quoted in The Wall
Street Journal (or in such other reliable publication as the Company, in its
discretion, may determine to rely upon): (i) if the Common Stock is listed on a
United States securities exchange, the highest and lowest sales prices per share
of Common Stock for such date on the principal United States securities exchange
on which the Common Stock is listed, or (ii) if the Common Stock is not listed
on any such exchange, the highest and lowest sales prices per share of the
Common Stock for such date on the Nasdaq National Market or any successor system
then in use. If there are no such sale price quotations for the date as of which
fair market value is to be determined but there are such sale price quotations
within a reasonable period both before and after such date, then fair market
value shall be determined by taking an average of the means between the highest
and lowest sales prices per share of the Common Stock as so quoted on the
nearest date before and the nearest date after the date as of which fair market
value is to be determined. If there are no such sale price quotations on or
within a reasonable period both before and after the date as of which fair
market value is to be determined, then fair market value of the Common Stock
shall be the mean between the bona fide bid and asked prices per share of Common
Stock as so quoted for such date on Nasdaq, or if none, the average of the means
between such bid and asked prices on the nearest trading date before and the
nearest trading date after the date as of which fair market value is to be
determined, if both such dates are within a reasonable period. If the fair
market value of the Common Stock cannot be determined on the basis set forth
above, the Committee shall in good faith determine the fair market value of the
Common Stock as of such date.
5. Termination of Employment.
(a) If Employee shall cease to be an employee of the Company,
or any direct or indirect subsidiary of the Company, (other than as the result
of the transfer of employment of Employee to another corporation which is the
Company, or any direct or indirect subsidiary of the Company) for any reason
other than retirement, death or permanent disability (a
"Terminating Event"), Employee shall have the right, subject to the provisions
of Section 5(b) below, to exercise the Option at any time following such
Terminating Event until the earliest to occur of (x) 90 days following the date
of such Terminating Event and (y) the expiration of the term of this Option as
set forth in Section 2 of this Option Agreement. The Option may be exercised
following a Terminating Event only to the extent exercisable as of the date of
the Terminating Event. To the extent unexercised at the end of the period
referred to above, the Option shall terminate. The Committee, in its sole and
absolute discretion, shall determine whether authorized leaves of absence shall
constitute termination of employment for purposes of this Option Agreement.
(b) Notwithstanding the provisions of Section 5(a), above, if
Employee shall cease to be an employee of the Company, or any direct or indirect
subsidiary of the Company (other than as the result of the transfer of
employment of Employee to another corporation which is the Company, or any
direct or indirect subsidiary of the Company) primarily as a result of any Act
of Misconduct described in Section 4(g) of the Plan, or during the period when
Employee's rights under this Option Agreement have been suspended by the Company
pursuant to Section 4(g) of the Plan, Employee's rights to exercise the Option
shall terminate immediately.
(c) If, by reason of retirement, death or disability (a
"Special Terminating Event"), Employee shall cease to be an employee the Company
or any direct or indirect subsidiary of the Company (other than as the result of
the transfer of employment of Employee to another corporation which is the
Company, or any direct or indirect subsidiary of the Company), then Employee,
Employee's executors or administrators or any person or persons acquiring the
Option directly from Employee by bequest or inheritance, shall have the right to
exercise the Option (i) in the event of Employee's disability, within twelve
months following the date of such Special Terminating Event, or (ii) in the
event of Employee's retirement, or in the event of Employee's death, within
eighteen months of either Special Terminating Event. The Option may be exercised
following a Special Terminating Event only to the extent exercisable at the date
of the Special Terminating Event. To the extent unexercised at the end of the
period referred to above, the Option shall terminate.
(d) For purposes of this Option Agreement, "disability" shall
mean total and permanent disability as defined in Section 22(e)(3) of the
Internal Revenue Code of 1986, as amended (the "Code"). Employee shall not be
considered permanently disabled unless he furnishes proof of such disability in
such form and manner, and at such times, as the Committee may from time to time
require.
6. Adjustments upon Recapitalization.
In the event of any change in the outstanding shares of the
Common Stock or other securities then subject to the Plan by reason of any stock
split, reverse stock split, stock dividend, recapitalization, merger,
consolidation, combination or exchange of shares or other similar corporate
change, or if the outstanding securities of the class then subject to this
Agreement are exchanged for or converted into cash, property or a different kind
of securities, or if cash, property or securities are distributed in respect of
such outstanding securities (other than a regular cash divided) then, unless the
terms of such transaction shall otherwise provide, such equitable adjustments
shall be made by the Board, or the Committee, in the Option (including, without
limitation, appropriate and proportionate adjustments to the number and type of
shares or other securities or cash or other property that may be acquired
pursuant to exercise of the Option); and any such adjustments made by the Board
or the Committee shall be final, binding and conclusive for any and all
purposes.
7. Waiver of Rights to Purchase Stock.
By signing this Option Agreement, Employee acknowledges and
agrees that neither the Company nor any other person or entity is under any
obligation to sell or transfer to Employee any option or equity security of the
Company, other than the shares of Common Stock subject to the Option and any
other right or option to purchase Common Stock which was previously granted in
writing to Employee by the Committee (or the Board). By signing this Option
Agreement, Employee specifically waives all rights which he or she may have had
prior to the date of this Option Agreement (other than any other right or option
to purchase Common Stock which was previously granted in writing to Employee by
the Committee or the Board) to receive any option or equity security of the
Company.
8. No Rights as Shareholder.
Except as provided in Section 6 of this Option Agreement,
Employee shall have no rights as a shareholder with respect to the Shares until
the date of the issuance to Optionee of a stock certificate or stock
certificates evidencing such Shares. Except as may be provided in Section 6 of
this Option Agreement, no adjustment shall be made for dividends (ordinary or
extraordinary, whether in cash, securities or other property) or distributions
or other rights for which the record date is prior to the date such stock
certificate is issued.
9. Modification.
Subject to the terms and conditions and within the limitations
of the Plan, the Committee (or the Board) may modify, extend or renew the Option
or accept the surrender of, and authorize the grant of a new option in
substitution for, the Option (to the extent not previously exercised). No
modification of the Option shall be made which, without the consent of Employee,
would alter or impair any rights of the Employee under the Option.
10. Withholding.
The Company shall be entitled to require as a condition of
delivery of any Purchased Shares upon exercise of any Option that the Employee
remit, or agree to remit, at the time of such delivery or at such later date as
the Company may determine, an amount sufficient to satisfy all federal, state
and local withholding tax requirements relating thereto, and Employee agrees to
take such other action required by the Company to satisfy such withholding
requirements.
11. Services of Option Holder.
In consideration for the grant of the Option, Employee agrees
to remain in the employ of, and shall continue to render services to, the
Company or any direct or indirect subsidiary of the Company, as the Committee
may from time to time direct, for a period of one year from the date of this
Option Agreement. This provision shall not obligate the Company, or such
subsidiary, to continue to employ, or utilize the services of, Employee for any
period whatsoever. The sole remedy to the Company should Employee breach his or
her obligations under this Section 11 shall be to cancel this Option Agreement
and the Option granted under this Option Agreement. For the purposes of this
Option Agreement, the term "subsidiary" shall mean any present or future
corporation which would be a "subsidiary corporation" of the Company, as defined
in Section 424 of the Code.
12. Character of Option.
The Option is not intended to qualify as an "incentive stock
option" as that term is defined in Section 422 of the Code.
13. General Provisions.
(a) Further Assurances. Employee shall promptly take all
actions and execute all documents requested by the Company which the Company
deems to be reasonably necessary to effectuate the terms and intent of this
Option Agreement.
(b) Notices. All notices, requests, demands and other
communications under this Option Agreement shall be in writing and shall be
given to the parties hereto as follows:
1. If to the Company, to:
3D Systems Corporation
26081 Avenue Hall
Valencia, CA 91355
Attention: General Counsel
2. If to Employee, to the address set
forth in the records of the Company,
or at such other address or addresses as may have been furnished by such either
party in writing to the other party hereto. Any such notice, request, demand or
other communication shall be effective (i) if given by mail, 72 hours after such
communication is deposited in the mail by first-class certified mail, return
receipt requested, postage prepaid, addressed as aforesaid; or (ii) if given by
any other means, when delivered at the address specified in this subparagraph
(b).
(c) Transfer of Rights under this Option Agreement. The
Company may at any time transfer and assign its rights and delegate its
obligations under this Option Agreement to any other person, corporation, firm
or entity, including its officers, directors and stockholders, with or without
consideration.
(d) Option Non-Transferable. Employee may not sell, transfer,
assign or otherwise dispose of the Option except by will or the laws of descent
and distribution, and Options may be exercised during the lifetime of Employee
only by Employee or by his or her guardian or legal representative.
(e) Market Stand-Off. In the event of an underwritten public
offering by the Company of its equity securities pursuant to an effective
registration statement filed under the Securities Act of 1933, as amended,
Employee shall not sell, make any short sale of, loan, hypothecate, pledge,
grant any option for the repurchase of, or otherwise dispose or transfer
for value, or otherwise agree to engage in any of the foregoing transactions
with respect to any shares of Common Stock without the prior written consent of
the Company or its underwriters, for such period of time from and after the
effective date of such registration statement as may be requested by the Company
or such underwriters (the "Market Stand-Off"); provided, however, that in no
event shall such period exceed 180 days.
(f) Successors and Assigns. Except to the extent specifically
limited by the terms and provisions of this Option Agreement, this Option
Agreement shall be binding upon and inure to the benefit of the parties hereto
and their respective successors, assigns, heirs and personal representatives.
(g) Governing Law. THIS OPTION AGREEMENT SHALL BE GOVERNED BY
AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF CALIFORNIA APPLICABLE
TO CONTRACTS MADE IN, AND TO BE PERFORMED SOLELY WITHIN, THAT STATE.
(h) The Plan. This Option Agreement is made pursuant to the
Plan, and it is intended, and shall be interpreted in a manner, to comply
therewith. Any provision of this Option Agreement inconsistent with the Plan
shall be superseded and governed by the Plan.
(h) Miscellaneous. Titles and captions contained in this
Option Agreement are inserted for convenience of reference only and do not
constitute a part of this Option Agreement for any other purpose.
The Signature Page to this Option Agreement consists of the
last page of the Certificate.
Exhibit "A"
NOTICE OF EXERCISE
(To be signed only upon exercise of the Option)
TO: 3D Systems Corporation
The undersigned, the holder of the enclosed Stock Option Agreement
(Non-Statutory Stock Option), hereby irrevocably elects to exercise the purchase
rights represented by the Option and to purchase thereunder ______* shares of
Common Stock of 3D Systems Corporation (the "Company"), and herewith encloses
payment of $__________ and/or _________ shares of the Company's Common Stock in
full payment of the purchase price of such shares being purchased.
Dated:
________________________________________________
(Signature must conform in all
respects to name of holder as specified
on the face of the Option)
(Please Print Name)
(Address)
* Insert here the number of shares called for on the face of the Option
(or, in the case of a partial exercise, the number of shares being exercised),
in either case without making any adjustment for additional Common Stock of the
Company, other securities or property which, pursuant to the adjustment
provisions of the Option, may be deliverable upon exercise.