Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

As previously disclosed in the Original Report, on September 12, 2022, the Company and Jennifer Walsh mutually agreed that she would depart her positions of chief financial officer and principal accounting officer at the Company, effective October 1, 2022. On October 12, 2022 (the "Execution Date), Ms. Walsh and the Company entered into a separation agreement, which includes a general release and waiver of claims against the Company and the Company's released parties (the "Separation Agreement"), which, unless revoked, will become effective on October 20, 2022 (the "Effective Date"). Pursuant to the Separation Agreement, Ms. Walsh's employment with the Company in a non-executive capacity will continue until December 31, 2022, or an earlier date determined by the Company or Ms. Walsh with 30 days' written notice (the actual date of separation from employment, the "Separation Date"). In consideration for Ms. Walsh's execution of the Separation Agreement and certain obligations as set forth therein, including Ms. Walsh's execution and non-revocation of a second general release and waiver of claims against the Company and the Company's released parties attached to the Separation Agreement (the "Second Release"), the Company agreed to grant certain benefits to which Ms. Walsh would not be otherwise entitled, as described below. These benefits supersede any severance benefits Ms. Walsh to which was entitled pursuant to the employment agreement dated July 19, 2021, between the Company and Ms. Walsh.

In exchange for the promises in the Separation Agreement and Second Release, the Company will pay Ms. Walsh a total gross amount of $178,750, less lawful deductions. This amount is equal to six months of her current base salary as follows: (i) Ms. Walsh will receive a gross amount of $13,750, less lawful deductions, which is equal to two weeks of Ms. Walsh's current base salary, following her execution and non-revocation of the Separation Agreement and (ii) Ms. Walsh will receive a gross amount of $165,000, less lawful deductions, which is equal to the remainder of the six-month monetary payment following her execution and non-revocation of the Second Release.

In addition, and in consideration of and contingent upon Ms. Walsh's execution and non-revocation of the Second Release, the Company will (i) pay the actual 2022 bonus, if any, Ms. Walsh would have earned pursuant to the terms of the Company's annual incentive bonus plan for 2022, had Ms. Walsh's separation from employment not occurred, (ii) provide Ms. Walsh with subsidized health coverage for up to six months following the Separation Date, (iii) accelerate the vesting of 36,471 of the 145,883 shares underlying restricted stock units granted to Ms. Walsh on March 28, 2022 (the "Accelerated Incentive Grant RSUs"), and (iv) extend the post-termination exercise period of the 743,454 unexercised shares underlying fully vested stock options (the "Options") held by Ms. Walsh until the date that is twelve months after the Separation Date, unless terminated earlier according to the applicable stock option agreement or the Shapeways, Inc. 2010 Stock Plan. As of the Separation Date, any of Ms. Walsh's restricted stock units other than the Accelerated Incentive Grant RSUs that are unvested and remain subject to a service-based vesting requirement will be forfeited.

The description of the terms and conditions of the Separation Agreement and the Second Release are qualified in their entirety by reference to the agreements, which are filed as Exhibit 10.1 to this Current Report on Form 8-K/A.

Item 9.01 - Financial Statements and Exhibits



(d) Exhibits

Exhibit No.              Description
  10.1                    Separation Agreement dated as of October     12    , 2022 between
                        Shapeways Holdings, Inc. and Jennifer Walsh
104                     Cover Page Interactive Data File (embedded within the Inline XBRL document)

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