Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On February 5, 2020, Vyomesh I. Joshi notified the Board of Directors
(the "Board") of 3D Systems Corporation (the "Company") of his intention to
retire as President and Chief Executive Officer of the Company effective as of
the date that his successor becomes President and Chief Executive Officer of the
Company (the "Retirement Date").
In connection with Mr. Joshi's decision to retire, he announced that he
will resign as a member of the Company's Board, effective as of the Retirement
Date.
At the request of the Board, Mr. Joshi will serve as a strategic advisor
to the Company for a one-year period following his retirement. In connection
with this advisory role, on February 6, 2020, the Company and Mr. Joshi entered
into an Advisory Agreement (the "Advisory Agreement").
Pursuant to the Advisory Agreement, following the Retirement Date, Mr.
Joshi will serve as a non-employee advisor to the Company for a period of 12
months (the "Advisory Period"). During the Advisory Period, Mr. Joshi will
perform such tasks and provide such services to which his successor and Mr.
Joshi mutually agree.
Pursuant to the Advisory Agreement, Mr. Joshi will be entitled to
receive an annual advisory payment equal to 50% of his base salary as of the
Retirement Date, paid in 12 monthly installments during the Advisory Period. The
Advisory Agreement provides that Mr. Joshi will continue to be eligible to
receive his 2020 annual incentive award in the amount of up to 100% of his base
salary as of the Retirement Date. Any 2020 annual incentive award will be based
on the determination of the Board's Compensation Committee based on individual
and Company performance goals and will be pro-rated based on the Retirement
Date. Mr. Joshi's time-based equity awards will continue to vest through the
Advisory Period with any unvested time-based equity awards forfeited on the last
day of the Advisory Period. He will also continue to receive Company healthcare
and other benefits available to other senior executives of the Company following
the Retirement Date and through the Advisory Period.
The preceding description of the Advisory Agreement is qualified in its
entirety by the full text of the Advisory Agreement attached hereto as Exhibit
10.1, which is incorporated herein by reference.
Item 7.01. Regulation FD Disclosure.
In connection with Mr. Joshi's retirement, the Company issued a press
release, a copy of which is furnished as Exhibit 99.1 to this report and is
incorporated by reference into this Item 7.01.
In accordance with General Instruction B.2 of Form 8-K, the information
in this Item 7.01 (and in such press release) shall not be deemed "filed" with
the Securities and Exchange Commission for purposes of the Securities Exchange
Act of 1934, as amended, nor incorporated by reference in any registration
statement filed by the registrant under the Securities Act of 1933, as amended.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
10.1 Advisory Agreement, between 3D Systems Corporation and Vyomesh I.
Joshi, dated as of February 6, 2020
99.1 Press Release, dated February 6, 2020 (furnished pursuant to Item
7.01)
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