EXHIBIT 10.54
Arthur B. Sims
CHAIRMAN AND
CHIEF EXECUTIVE OFFICER
September 26, 1997
Mr. Frank J. Spina
14913 Huntington Gate Dr.
Poway, CA 92064
Dear Frank:
We are pleased to offer you the position of Vice President, Chief Financial
Officer of 3D Systems Corporation effective no later than November 17, 1997,
reporting to the Chairman and Chief Executive Officer. The following lists the
specifics of this offer:
1. Your base annual salary will initially be $175,000. Our
payroll is based on 26 pay periods per year; therefore, your
base salary per pay period will be $6,730.77.
2. You will also qualify for the 1998 Executive Incentive
Compensation Plan, which will provide for a potential bonus
of up to $87,500. The amount of the actual award will depend
on the performance of the company and your achievement
against personal objectives.
3. Subject to approval of the Board of Directors, you will be
issued an option to purchase 75,000 shares of common stock
under our 1996 Stock Incentive Plan. The option will vest
over a four-year period, 25% on each anniversary of the date
of grant, with an exercise price equal to the market price
on your first day of employment.
4. You will receive a sign-on bonus of $30,000, refundable
should you voluntarily resign within the first year of
employment.
5. Your work location will be the corporate headquarters in
Valencia, California. You will be offered assistance in
moving your family and household effects to the Valencia
area. A description of the relocation assistance package is
enclosed.
Mr. Frank J. Spina
September 26, 1997
Page 2
6. Your employment will be on an "at-will" basis. Should the
company terminate your employment without just cause, you
will be entitled to a severance benefit equal to six-months'
base salary, provided that you execute a release agreement
acceptable to the company. Of course, your employment may be
terminated with just cause at any time without severance
benefit.
7. We will require your execution of the enclosed Employee
Agreement Regarding Confidentiality, Noncompetition,
Inventions and Trade Secrets.
Frank, on behalf of the directors and officers of the Company, I welcome you to
the executive team and look forward to your contributions to maximizing 3D's
prosperity over the coming years. If this offer is agreeable to you, please
accept in the space provided below and return a copy to me by October 3. Our
offer and your acceptance will, of course, be a confidential matter between us
until the date of your actual employment.
Sincerely,
/s/ Art
Arthur B. Sims
Copy: Richard D. Balanson
ACCEPTED:
/s/ Frank J. Spina 10/1/97
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Frank J. Spina Date
3D SYSTEMS CORPORATION
Relocation Assistance
Frank J. Spina
1. Commission expense of up to 6% relating to selling home in
Poway, CA, plus selling costs such as escrow fees, title
policy, documentary stamps, and recording fees, not to
exceed $2,500. Selling costs not included are mortgage
interest and property tax prorations.
2. Transportation and temporary living costs of lodging and
meals in the Valencia area, not to exceed $10,000, plus
storage of household effects for up to 2 months.
3. Usual and customary closing costs (excluding mortgage
interest and property tax prorations, repairs and the like)
related to the purchase of a home. 3D will pay loan fees up
to 2% of the mortgage value.
4. Moving and packing and unpacking of all household effects
including fragile packaging using special material, plus the
cost of insurance coverage.
5. Miscellaneous out-of-pocket expenses, up to a maximum of
$5,000.
6. Taxable relocation reimbursements will be grossed-up to
offset your state and federal income tax liabilities. The
gross-up will be limited to three "bumps" and will be
subject to review of your tax returns for 1997 and/or 1998.
7. Any expenses incurred in excess of the above will be your
responsibility. Please be aware that the amounts paid to
you by 3D will be included in your gross wages and subject
to state and federal income taxes. (See paragraph 6, above.)
8. Should you resign from the company or be discharged for
cause within one year from the date of receipt of the
Relocation Assistance, the moneys received thereunder would
be refundable to the company and you agree to repay 3D in
full.