From and after July 15, 2019:
On July 15, 2019 and on the first day of each calendar quarter occurring prior to the first annual shareholders' meeting, commencing October 1, 2019, each non-employee director will be granted such number of restricted stock units as is equal to (1) $40,000 divided by (2) the Trailing 60 Trading Day Weighted Average Price for the Determination Period up to and including the last day of the preceding calendar quarter, rounded up to the nearest whole share, as compensation for services during the preceding quarter.
From and after the first annual shareholders' meeting following the Effective Date, on the date of each annual shareholders' meeting, each non-employee director will be granted such number of restricted stock units as is equal to (1)
the annual target dollar amount (plus, with respect to the first annual shareholders' meeting following the Effective Date, a prorated quarterly
target dollar amount for the portion of the calendar quarter in which such meeting occurs preceding the date of such meeting), divided by (2) the Trailing 60 Trading Day Weighted Average Price for the Determination Period up to and including the last day preceding the date of grant, rounded up to the nearest whole share.
All restricted stock units will vest on the first anniversary of the date of grant (e.g., if the date of grant is October 1, 2019, the award will vest on September 30, 2020). The restricted stock units will also vest upon a Change in Control (as defined in the 2019 Plan), or a non-employee director's death or disability, where disability shall mean an illness or other incapacitation which the Board determines is not a Section 409A Disability, but precludes such non-employee director from fully discharging his or her responsibilities as a member of the Board. "Section 409A Disability" means, with respect to any non-employee director, a disability as defined in Treasury Regulation Section 1.409A-3(i)(4)(i), as such term is defined in Section 409A of the Internal Revenue Code.
Restricted stock unit award agreements for awards granted for 2019 service will include automatic deferral provisions pursuant to the form previously approved by the Board. Restricted stock unit award agreements for awards granted for service in 2020 and after will permit deferrals of the restricted stock unit awards on terms similar to those under the Fee Deferral Plan.
The awards described above shall be granted under and shall be subject to the terms and provisions of the 2019 Plan, and shall be granted subject to the execution and delivery of award agreements in substantially the forms approved by the Board.
in the form of restricted stock units
Travel will be reimbursed based on the following guidelines, with receipts required for expense items > $25:
•Air travel: Domestic, First Class; International, Business Class
•GROUND TRANSPORTATION: Rail, bus, taxi, parking, tolls, rental cars, and mileage at the IRS standard mileage rate
•LODGING COSTS: As required for attending scheduled meetings. Saturday night stay-over costs reimbursed if air-fare savings exceed the costs of lodging and meals and incidentals. All expenses incurred with add-on/personal travel (travel either before or after board meetings that is scheduled at the sole discretion of the director) are the responsibility of the traveler.
•SPOUSE/SIGNIFICANT OTHER TRAVEL: At the discretion and sole expense of the director. Ground transportation and meal costs for those functions that are designated as social functions will be reimbursable by Parsons.