Form of Restricted Stock Unit Agreement under the Parsons Corporation Incentive Award Plan

INTRODUCTION

AWARD OF RESTRICTED STOCK UNITS

Vesting and forfeiture.

The RSUs will vest in accordance with the Vesting Schedule set forth in Exhibit B to the Grant Notice. Unless and until the RSUs have vested in accordance with the Vesting Schedule set forth in the Grant Notice, Participant will have no right to any distribution with respect to such RSUs.  

Unless otherwise provided in Exhibit B to the Grant Notice, in the event of Participant’s Termination of Service prior to the vesting of all of the RSUs, any unvested RSUs will terminate automatically without any further action by the Company and be forfeited without further notice and at no cost to the Company.  

In addition, all of the RSUs, whether vested or unvested, will be forfeited in the event of the commission by Participant of an “Act of Misconduct” prior to payment of the vested RSUs.  For purposes of the Award, an “Act of Misconduct” means the occurrence of one or more of the following events: (i) Participant uses for profit or discloses to unauthorized persons, confidential information or trade secrets of the Company or any of its Subsidiaries, or (ii) Participant breaches any contract with or violates any fiduciary obligation to the Company or any of its Subsidiaries.

Distribution of RSUs.  

Shares of Common Stock shall be distributed to Participant (or in the event of Participant’s death, to his or her estate) with respect to Participant’s vested RSUs within 60 days following the date on which such RSUs vest as specified in the Vesting Schedule. All distributions of the RSUs shall be made by the Company in the form of whole shares of Common Stock.  No fractional Shares shall be issued and in the event any fractional Shares result from any adjustment to the RSUs pursuant to the Plan, the resulting RSUs shall be rounded down to the nearest whole share.  

The Company shall not be obligated to deliver any certificate representing Shares issuable with respect to the RSUs unless and until Participant or his or her legal representative shall have paid or otherwise satisfied in full the amount of all federal, state, local and foreign taxes (including Participant's social security, Medicare and any other employment tax obligation) required by Applicable Law to be withheld with respect to the taxable income of Participant resulting from the vesting of the RSUs, the distribution of the Shares issuable with respect thereto, or any other taxable event related to the Award (the “Tax Withholding Obligation”).  

Participant’s acceptance of this Award constitutes Participant’s instruction and authorization to the Company to, and the Company shall, withhold a net number of vested Shares otherwise issuable pursuant to the RSUs having a then-current Fair Market Value not exceeding the amount necessary to satisfy the Tax Withholding Obligation of the Company and its Subsidiaries with respect to the vesting or distribution of the RSUs.    

To the maximum extent permitted by Applicable Law, the Company further has the authority to deduct or withhold such amount as is necessary to satisfy any Tax Withholding Obligation from other compensation payable to Participant with respect to any taxable event arising from vesting of the RSUs, the receipt of the Shares upon settlement of the RSUs or any other taxable event relating to the Award.  

Subject to Section 10.2 of the Plan, the applicable Tax Withholding Obligation will be determined based on Participant's Applicable Tax Withholding Rate.  Participant's “Applicable Tax Withholding Rate” shall mean (i) if Participant is subject to Section 16 of the Exchange Act, the greater of (A) the minimum applicable statutory tax withholding rate or (B) with Participant’s consent, the maximum individual tax withholding rate permitted under the rules of the applicable taxing authority for tax withholding attributable to the underlying transaction, or (ii) if Participant is not subject to Section 16 of the Exchange Act, the minimum applicable statutory tax withholding rate or such other higher rate approved by the Company; provided, however, that in no event shall Participant’s Applicable Tax Withholding Rate exceed the maximum individual statutory tax rate in the applicable jurisdiction at the time of such withholding (or such other rate as may be required to avoid the liability classification of the applicable award under generally accepted accounting principles in the United States of America); provided, however, that the number of Shares tendered or withheld, if applicable, pursuant to clause (b) shall be rounded up to the nearest whole Share sufficient to cover the applicable Tax Withholding Obligation, to the extent rounding up to the nearest whole Share does not result in the liability classification of the RSUs under generally accepted accounting principles.

The Company may elect to instruct any brokerage firm determined acceptable to the Company for such purpose to sell on Participant’s behalf a whole number of shares from those Shares issuable to Participant upon settlement of the RSUs as the Company determines to be appropriate to generate cash proceeds sufficient to satisfy Participant’s Tax Withholding Obligation.  Participant’s acceptance of this Award constitutes Participant’s instruction and authorization to the Company and

such brokerage firm to complete the transactions described above.  Any Shares to be sold at the Company’s direction through a broker-assisted sale will be sold on the day the Tax Withholding Obligation with respect to the vesting or distribution of the RSUs arises or as soon thereafter as practicable.  The Shares may be sold as part of a block trade with other participants of the Plan in which all participants receive an average price.  Participant will be responsible for all broker’s fees and other costs of sale, and Participant agrees to indemnify and hold the Company harmless from any losses, costs, damages, or expenses relating to any such sale. To the extent the proceeds of such sale exceed Participant’s Tax Withholding Obligation with respect to the vesting or distribution of the RSUs, the Company agrees to pay such excess in cash to Participant as soon as practicable. Participant acknowledges that the Company or its designee is under no obligation to arrange for such sale at any particular price, and that the proceeds of any such sale may not be sufficient to satisfy Participant’s Tax Withholding Obligation.

Award Not Transferable.

ClawbackS.  

administration.

The Administrator shall have the power to interpret the Plan, the Grant Notice and these Terms and Conditions and to adopt such rules for the administration, interpretation and application as are consistent therewith and to interpret, amend or revoke any such rules.  Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Administrator upon any questions arising under the Plan, this Grant Notice or the Terms and Conditions.  

Adjustments.

Participant acknowledges that the RSUs and the Shares subject to the RSUs are subject to adjustment, modification and termination in certain events as provided in the Plan.

Amendment, Suspension and Termination.  

To the extent permitted by the Plan, the Award may be wholly or partially amended or otherwise modified, suspended or terminated at any time or from time to time by the Administrator, provided, that, except as may otherwise be provided by the Plan, no amendment, modification, suspension or termination of the Award shall materially and adversely affect any rights or obligations under this Award without the prior written consent of Participant.

Not a Contract of Employment or other Service Relationship.  

Nothing in this Award shall confer upon Participant any right to continue to serve as an employee or other service provider of the Company or any of its Subsidiaries.  Participant understands and agrees that this Award does not alter the at-will nature of his or her employment relationship with the Company and is not a promise of continued employment for the vesting period of the Award or any portion of it.

Tax Representations.

Participant has reviewed with Participant’s own tax advisors the federal, state, local and foreign tax consequences of the Award. Participant is relying solely on such advisors and not on any statements or representations of the Company or any of its agents. Participant understands that Participant (and not the Company) shall be responsible for Participant’s own tax liability that may arise as a result of the Award.

Vesting SCHEDULE.  The RSUs shall vest in three equal annual installments on each of December 31, [___], [___] and [___], subject to Participant not experiencing a Termination of Service prior to each such vesting date.

Accelerated Vesting.  In the event of Participant’s death or Disability, Participant will vest in such number of RSUs as is determined by multiplying (a) the number of RSUs scheduled to vest on the next occurring annual vesting date, by (b) (i) the number of months that have elapsed since the previous annual vesting date (or if no annual vesting date has yet occurred, since the Grant Date), divided by (ii) 12. Partial months shall be rounded up to the next whole calendar month for purposes of the numerator in this calculation.  In the event the calculation results in a fractional RSU, any fractional RSU will be rounded up to the nearest whole RSU.