RESTRICTED AWARD UNIT AGREEMENT
THIS AGREEMENT, made as of January 1, 2019 (the Date of Grant), between Parsons Corporation, a Delaware Corporation (the Company), and (the Participant).
WHEREAS, the Company has adopted the Parsons Corporation Restricted Award Plan (as amended to date, the Plan) in order to provide an additional incentive to certain employees of the Company and its subsidiaries; and
WHEREAS, the Chief Executive Officer has determined to grant to the Participant, Restricted Award Units as provided herein to encourage the Participants efforts toward the continuing success of the Company.
NOW, THEREFORE, the parties hereto agree as follows:
1. Grant of Restricted Award Units.
1.1 The Company hereby grants to the Participant an award of Restricted Award Units (the Award). The Award is the contingent right to receive an amount that is to be distributed to a Participant in the event vesting provisions and other criteria as specified in this Agreement have been achieved. Except as provided in the Plan for vested Awards whose payment has been deferred and credited to a Deferral Account, a Restricted Award Unit (RAU) shall have a value equal to the most recent Published Share Price (which value may be paid in cash or in shares, as described below). The RAUs granted pursuant to the Award shall be subject to the execution and return of this Agreement by the Participant (or the Participants estate, if applicable) to the Company as provided in Section 8 hereof.
1.2 This Agreement shall be construed in accordance and consistent with, and subject to, the provisions of the Plan (the provisions of which are hereby incorporated by reference) and, except as otherwise expressly set forth herein, the capitalized terms used in this Agreement shall have the same definitions as set forth in the Plan.
2. Restrictions on Transfer.
The RAUs issued under this Agreement may not be sold or transferred.
3. Lapse of Restrictions Generally.
Except as provided in Sections 4, 5 and 6 hereof, the Restricted Award Units shall vest three years from the Date of Grant.
4. Effect of Certain Terminations of Employment.
Unvested RAUs will generally be forfeited upon any termination of the Participants employment. However, unvested RAUs will vest in connection with certain qualifying terminations of employment as set forth in Article VI of the Plan.
5. Effect of Change in Control.
Upon a Change in Control, RAUs will be treated as set forth in Article VII of the Plan.
6. Forfeiture of Restricted Award Units.
All RAUs which have not become vested in accordance with Section 3, 4 or 5 hereof (or, as provided in clause (ii) below, that may have vested but have not yet been paid) shall be forfeited upon:
(i) the termination by the Participant, the Company or its subsidiaries of the Participants employment for any reason prior to such vesting (but after giving effect to any RAUs that vest in connection with the termination of employment pursuant to Section 4); or
(ii) the commission by the Participant of an Act of Misconduct prior to payment of vested RAUs; or