Employment Agreement

EMPLOYMENT AGREEMENT


THIS EMPLOYMENT AGREEMENT is made and entered into this 28th day of October, 1996, by and between 3D SYSTEMS CORPORATION, a Delaware corporation ("Employer"), and RICHARD BALANSON ("Employee").


RECITALS


A. Employer is engaged in the business of developing, manufacturing and marketing solid-imaging systems.


B. Employer desires to employ Employee, and Employee desires to be employed, on the terms and conditions set forth in this Agreement.


AGREEMENT


Accordingly, in consideration of the mutual covenants contained herein, the parties agree as follows:


1. INITIAL TERM OF AGREEMENT


The initial term of this Agreement shall begin on October 28, 1996 and shall continue until the earlier of (a) the date on which it is terminated pursuant to Section 5 or (b) October 28, 2000.


2. EMPLOYMENT


2.1 EMPLOYMENT OF EMPLOYEE. Employer hereby hires Employee as Executive Vice President. Employee hereby accepts such employment on the terms and conditions of this Agreement.


2.2 POSITION AND DUTIES. Employee shall serve, as the Executive Vice President of Employer and shall have the general powers and duties of management usually vested in that office in a corporation and such other powers and duties as may be prescribed by the Board of Directors or the Bylaws of Employer. In this position, Employee will report directly to, and be subject to the supervision of, Employer's President, or otherwise, as the CEO or Board of Directors may specify.


2.3 STANDARD OF PERFORMANCE. Employee agrees that he will at all times faithfully and industriously and to the best of his ability, experience and talents perform all of the duties that may be required of and from him pursuant to the terms of this Agreement. Such duties shall be performed at such place or places


as the interests, needs, business and opportunities of Employer shall require or render advisable.


2.4 EXCLUSIVE SERVICE. Employee shall devote all of his business energies and abilities and all of his productive time to the performance of his duties under this Agreement (reasonable absences during holidays and vacations excepted), and shall not, without the prior written consent of Employer, render to others any service of any kind (whether or not for compensation) or have or maintain an affiliation with any other entity that, in the opinion of Employer, would materially interfere with the performance of his duties under this Agreement.


3. COMPENSATION


3.1 COMPENSATION. During the term of this Agree- ment, Employer shall pay the amounts and provide the benefits described in this Section 3, and Employee agrees to accept such amounts and benefits in full payment for Employee's services under this Agreement.


3.2 BASE SALARY. Employer shall pay to Employee a base salary of $225,000 annually in equal installments payable no less frequently than monthly. The base annual salary may be reviewed periodically and increased, at the option of Employer.


3.3 BONUS AND/OR INCENTIVE COMPENSATION. Employee shall receive a contingent signing bonus of $50,000, payable in four installments of $12,500, provided that Employee is a continuing active employee on the date that each installment is due. The sign-up bonus installment dates shall be: (i) October 28, 1996; (ii) January 31, 1997; (iii) April 30, 1997; and (iv) July 31, 1997. In addition to the sign-up bonus, Employee shall be entitled to participate in Employer's executive bonus plan then in effect, with a bonus range of $0 to the maximum of 75% of Employee's base salary.


3.4 FRINGE BENEFITS. Subject to Section 3.6 and upon satisfaction of the applicable eligibility requirements, Employee shall be entitled to all fringe benefits which Employer may make generally available from time to time for its executive employees. Such benefits shall include without limitation those available, if any, under any group insurance, profit sharing, pension or retirement plans or sick leave policy.


3.5 VACATION AND HOLIDAYS. Employee shall be entitled to such vacation plans and paid holidays as Employer shall generally make available to its executive employees. Each vacation shall be taken by Employee at a time convenient to Employer. If at any time or times during the term of this Agreement Employee's


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accrued vacation time reaches four weeks, no additional vacation time shall accrue until one or more vacation days have been taken by Employee, after which vacation time shall again begin to accrue, subject, however, to the maximum of fours weeks' accrued vacation time.


3.6 DEDUCTION FROM COMPENSATION. Employer shall deduct and withhold from all compensation payable to Employee all amounts required to be deducted or withheld pursuant to any present or future law, ordinance, regulation, order, writ, judgment, or decree requiring such deduction and withholding.


3.7 RELOCATION ASSISTANCE. Employer agrees to provide Employee with relocation assistance in accordance with the Relocation Assistance Program attached hereto as Exhibit "A". Should, prior to October 28, 1997, Employee voluntarily terminate his employment under Section 5.3 of this Agreement, Employee shall within six months of his termination date repay to Employer on a pro rata basis to the date of termination all costs incurred by Employer pursuant to the Relocation Assistance Program.


3.8 SALARY CONTINUATION AND DISABILITY. If Employee becomes totally disabled while in the employ of Employer, Employer agrees to continue his base annual salary for the first three months of disability. Total disability means Employee is unable to perform his duties due to bodily injury or sickness, including mental or nervous disorder, as determined by a physician selected by Employer, and while disabled he does not engage in any employment for wage or profit. This provision is in addition to an ...