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Parsons Corp. – ‘10-K’ for 12/31/21 – ‘EX-10.44’

On:  Wednesday, 2/23/22, at 6:37am ET   ·   For:  12/31/21   ·   Accession #:  1564590-22-6026   ·   File #:  1-07782

Previous ‘10-K’:  ‘10-K’ on 2/24/21 for 12/31/20   ·   Next:  ‘10-K’ on 2/17/23 for 12/31/22   ·   Latest:  ‘10-K’ on 2/14/24 for 12/31/23   ·   9 References:   

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  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 2/23/22  Parsons Corp.                     10-K       12/31/21  151:23M                                    ActiveDisclosure/FA

Annual Report   —   Form 10-K

Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-K        Annual Report                                       HTML   2.32M 
 2: EX-10.10    Material Contract                                   HTML     76K 
 3: EX-10.23    Material Contract                                   HTML    149K 
 4: EX-10.24    Material Contract                                   HTML     49K 
 5: EX-10.25    Material Contract                                   HTML     48K 
 6: EX-10.28    Material Contract                                   HTML    103K 
 7: EX-10.29    Material Contract                                   HTML    103K 
 8: EX-10.30    Material Contract                                   HTML    103K 
 9: EX-10.31    Material Contract                                   HTML    103K 
10: EX-10.32    Material Contract                                   HTML    103K 
11: EX-10.33    Material Contract                                   HTML    103K 
12: EX-10.39    Material Contract                                   HTML     61K 
13: EX-10.40    Material Contract                                   HTML     57K 
14: EX-10.41    Material Contract                                   HTML     54K 
15: EX-10.42    Material Contract                                   HTML     52K 
16: EX-10.43    Material Contract                                   HTML     54K 
17: EX-10.44    Material Contract                                   HTML     52K 
18: EX-10.45    Material Contract                                   HTML     54K 
19: EX-10.46    Material Contract                                   HTML     52K 
20: EX-10.47    Material Contract                                   HTML     54K 
21: EX-10.48    Material Contract                                   HTML     52K 
22: EX-10.60    Material Contract                                   HTML     45K 
23: EX-10.62    Material Contract                                   HTML     61K 
24: EX-21.1     Subsidiaries List                                   HTML     59K 
25: EX-23.1     Consent of Expert or Counsel                        HTML     39K 
26: EX-31.1     Certification -- §302 - SOA'02                      HTML     47K 
27: EX-31.2     Certification -- §302 - SOA'02                      HTML     47K 
28: EX-32.1     Certification -- §906 - SOA'02                      HTML     43K 
29: EX-32.2     Certification -- §906 - SOA'02                      HTML     43K 
35: R1          Document and Entity Information                     HTML    110K 
36: R2          Consolidated Balance Sheets                         HTML    176K 
37: R3          Consolidated Balance Sheets (Parenthetical)         HTML     77K 
38: R4          Consolidated Statements of Income                   HTML    117K 
39: R5          Consolidated Statements of Comprehensive Income     HTML     70K 
40: R6          Consolidated Statements of Changes in Redeemable    HTML    152K 
                Common Stock and Shareholders' Equity (Deficit)                  
41: R7          Consolidated Statements of Cash Flows               HTML    174K 
42: R8          Description of Operations                           HTML     46K 
43: R9          Summary of Significant Accounting Policies          HTML    107K 
44: R10         Acquisitions                                        HTML    300K 
45: R11         Contracts with Customers                            HTML    159K 
46: R12         Leases                                              HTML    177K 
47: R13         Employee Stock Purchase and Equity-Based            HTML    264K 
                Compensation Plans                                               
48: R14         Goodwill                                            HTML     95K 
49: R15         Intangible Assets                                   HTML    168K 
50: R16         Property and Equipment, Net                         HTML     80K 
51: R17         Sale-Leasebacks                                     HTML     44K 
52: R18         Accrued Expenses and Other Current Liabilities      HTML     66K 
53: R19         Debt and Credit Facilities                          HTML    127K 
54: R20         Other Long-term Liabilities                         HTML     63K 
55: R21         Income Taxes                                        HTML    374K 
56: R22         Contingencies                                       HTML     49K 
57: R23         Retirement and Other Benefit Plans                  HTML     49K 
58: R24         Investments in and Advances to Joint Ventures       HTML    151K 
59: R25         Related Party Transactions                          HTML     57K 
60: R26         Fair Value of Financial Instruments                 HTML    116K 
61: R27         Earnings Per Share                                  HTML     97K 
62: R28         Segments Information                                HTML    248K 
63: R29         Subsequent Events                                   HTML     43K 
64: R30         Schedule II - Valuation and Qualifying Accounts     HTML    118K 
65: R31         Summary of Significant Accounting Policies          HTML    162K 
                (Policies)                                                       
66: R32         Basis of Presentation and Principles of             HTML     45K 
                Consolidation (Policies)                                         
67: R33         Acquisitions (Tables)                               HTML    295K 
68: R34         Contracts with Customers (Tables)                   HTML    160K 
69: R35         Leases (Tables)                                     HTML    180K 
70: R36         Employee Stock Purchase and Equity-Based            HTML    268K 
                Compensation Plans (Tables)                                      
71: R37         Goodwill (Tables)                                   HTML     92K 
72: R38         Intangible Assets (Tables)                          HTML    170K 
73: R39         Property and Equipment, Net (Tables)                HTML     79K 
74: R40         Accrued Expenses and Other Current Liabilities      HTML     65K 
                (Tables)                                                         
75: R41         Debt and Credit Facilities (Tables)                 HTML     99K 
76: R42         Other Long-term Liabilities (Tables)                HTML     61K 
77: R43         Income Taxes (Tables)                               HTML    365K 
78: R44         Investments in and Advances to Joint Ventures       HTML    146K 
                (Tables)                                                         
79: R45         Related Party Transactions (Tables)                 HTML     54K 
80: R46         Fair Value of Financial Instruments (Tables)        HTML    103K 
81: R47         Earnings Per Share (Tables)                         HTML     97K 
82: R48         Segments Information (Tables)                       HTML    246K 
83: R49         Description of Operations - Additional Information  HTML     69K 
                (Details)                                                        
84: R50         Summary of Significant Accounting Policies -        HTML    143K 
                Additional Information (Details)                                 
85: R51         Acquisitions - Additional Information (Details)     HTML    104K 
86: R52         Acquisitions - Summary of Estimated Fair Values of  HTML    122K 
                Assets Acquired and Liabilities Assumed on                       
                Purchase Price Allocation (Details)                              
87: R53         Acquisitions - Schedule of Intangible Assets Value  HTML    110K 
                on Purchase Price (Details)                                      
88: R54         Acquisitions - Schedule of Supplemental Pro Forma   HTML     54K 
                Information (Details)                                            
89: R55         Contracts with Customers - Summary of               HTML     52K 
                Disaggregation of Revenue (Details)                              
90: R56         Contracts with Customers - Summary of Contract      HTML     58K 
                Assets and Contract Liabilities (Details)                        
91: R57         Contracts with Customers - Summary of Contract      HTML     46K 
                Assets and Contract Liabilities (Parenthetical)                  
                (Details)                                                        
92: R58         Contracts with Customers - Additional Information   HTML     48K 
                (Details)                                                        
93: R59         Contracts with Customers - Summary of Changes in    HTML     44K 
                Contract Assets and Contract Liabilities (Details)               
94: R60         Contracts with Customers - Summary of Changes in    HTML     42K 
                Revenue (Details)                                                
95: R61         Contracts with Customers - Summary of Accounts      HTML     51K 
                Receivable, Net (Details)                                        
96: R62         Contracts with Customers - Summary of Remaining     HTML     64K 
                Unsatisfied Performance Obligations Expect to                    
                Satisfy (Details)                                                
97: R63         Leases - Additional Information (Details)           HTML     58K 
98: R64         Leases - Summary of Lease Costs (Details)           HTML     54K 
99: R65         Leases - Schedule of Supplemental Cash Flow         HTML     52K 
                Information Related to Leases (Details)                          
100: R66         Leases - Schedule of Supplemental Balance Sheet     HTML     75K  
                and Other Information Related to Leases (Details)                
101: R67         Leases - Schedule of Maturity Analysis of Future    HTML     79K  
                Undiscounted Cash Flows (Details)                                
102: R68         Employee Stock Purchase and Equity-Based            HTML     72K  
                Compensation Plans - Additional Information                      
                (Details)                                                        
103: R69         Employee Stock Purchase and Equity-Based            HTML     47K  
                Compensation Plans - Summary of Stock Issuance                   
                Activity (Details)                                               
104: R70         Employee Stock Purchase and Equity-Based            HTML     57K  
                Compensation Plans - Summary of Stock Appreciation               
                Right Activity (Details)                                         
105: R71         Employee Stock Purchase and Equity-Based            HTML     57K  
                Compensation Plans - Schedule of Unvested Share                  
                Activity (Details)                                               
106: R72         Employee Stock Purchase and Equity-Based            HTML     58K  
                Compensation Plans - Summary of Restricted Award                 
                Unit Activity (Details)                                          
107: R73         Employee Stock Purchase and Equity-Based            HTML     50K  
                Compensation Plans - Schedule of Amount Paid for                 
                Cash Settled Awards (Details)                                    
108: R74         Employee Stock Purchase and Equity-Based            HTML     70K  
                Compensation Plans - Summary of Restricted Stock                 
                Unit Activity (Details)                                          
109: R75         Employee Stock Purchase and Equity-Based            HTML     47K  
                Compensation Plans - Summary of Restricted Stock                 
                Outstanding (Details)                                            
110: R76         Goodwill - Summary of Changes in Carrying Value of  HTML     53K  
                Goodwill by Reporting Segment (Details)                          
111: R77         Goodwill - Additional Information (Details)         HTML     43K  
112: R78         Intangible Assets - Schedule of Gross Amount and    HTML     75K  
                Accumulated Amortization of Intangible Assets                    
                (Details)                                                        
113: R79         Intangible Assets - Additional Information          HTML     43K  
                (Details)                                                        
114: R80         Intangible Assets - Schedule of Estimated           HTML     55K  
                Amortization Expense (Details)                                   
115: R81         Property and Equipment, Net - Schedule of Property  HTML     74K  
                and Equipment, Net (Details)                                     
116: R82         Property and Equipment, Net - Additional            HTML     42K  
                Information (Details)                                            
117: R83         Sale-Leasebacks - Additional Information (Detail)   HTML     64K  
118: R84         Accrued Expenses and Other Current Liabilities -    HTML     54K  
                Schedule of Accrued Expenses and Other Current                   
                Liabilities (Details)                                            
119: R85         Debt and Credit Facilities - Schedule of Debt       HTML     61K  
                (Details)                                                        
120: R86         Debt and Credit Facilities - Additional             HTML    232K  
                Information (Details)                                            
121: R87         Debt and Credit Facilities - Schedule of Aggregate  HTML     59K  
                Amount Debt (Details)                                            
122: R88         Other Long-term Liabilities - Schedule of Other     HTML     50K  
                Long-term Liabilities (Detail)                                   
123: R89         Income Taxes - Components of Income from            HTML     49K  
                Continuing Operations Before Income Taxes                        
                (Details)                                                        
124: R90         Income Taxes - Schedule of Income Tax Expense       HTML     68K  
                (Benefit) Attributable to Income from Continuing                 
                Operations (Details)                                             
125: R91         Income Taxes - Computation of Income Tax Expense    HTML    114K  
                (Benefit) (Details)                                              
126: R92         Income Taxes - Additional Information (Details)     HTML     89K  
127: R93         Income Taxes - Components of Deferred Tax Assets    HTML     75K  
                and Liabilities (Details)                                        
128: R94         Income Taxes - Reconciliation of Beginning and      HTML     54K  
                Ending Balances of Unrecognized Tax Benefits                     
                (Details)                                                        
129: R95         Contingencies - Additional Information (Details)    HTML     41K  
130: R96         Retirement and Other Benefit Plans - Additional     HTML     80K  
                Information (Details)                                            
131: R97         Investments in and Advances to Joint Ventures -     HTML     55K  
                Additional Information (Details)                                 
132: R98         Investments in and Advances to Joint Ventures -     HTML    116K  
                Summary of Financial Information for Consolidated                
                Joint Ventures (Details)                                         
133: R99         Investments in and Advances to Joint Ventures -     HTML    127K  
                Summary of Financial Information for                             
                Unconsolidated Joint Ventures (Details)                          
134: R100        Related Party Transactions - Additional             HTML     45K  
                Information (Details)                                            
135: R101        Related Party Transactions - Schedule of            HTML     51K  
                Consolidated Balance Sheet Related to Services                   
                Provided to Unconsolidated Joint Ventures                        
                (Details)                                                        
136: R102        Fair Value of Financial Instruments - Summary of    HTML     65K  
                Assets Associated with Pension Plan (Details)                    
137: R103        Earnings Per Share - Additional Information         HTML     51K  
                (Details)                                                        
138: R104        Earnings Per Share - Schedule of Weighted Average   HTML     51K  
                Number of Shares Used To Compute Basic and Diluted               
                EPS (Details)                                                    
139: R105        Earnings Per Share - Net Income Available to        HTML     56K  
                Shareholders to Compute Basic and Diluted EPS                    
                (Details)                                                        
140: R106        Earnings Per Share - Schedule of Repurchase         HTML     47K  
                Program (Details)                                                
141: R107        Segments Information - Additional Information       HTML     54K  
                (Details)                                                        
142: R108        Segments Information - Summary of Business Segment  HTML     50K  
                Information (Details)                                            
143: R109        Segments Information - Summary of Adjusted EBITDA   HTML     91K  
                Business Segment Information (Details)                           
144: R110        Segments Information - Summary of Revenues and      HTML     56K  
                Property and Equipment, Net by Geographic Area                   
                (Details)                                                        
145: R111        Segments Information - Summary of Revenues by       HTML     59K  
                Business Lines (Details)                                         
146: R112        Schedule II - Valuation and Qualifying Accounts     HTML     57K  
                (Details)                                                        
149: XML         IDEA XML File -- Filing Summary                      XML    258K  
147: XML         XBRL Instance -- psn-10k_20211231_htm                XML   5.88M  
148: EXCEL       IDEA Workbook of Financial Reports                  XLSX    179K  
31: EX-101.CAL  XBRL Calculations -- psn-20211231_cal                XML    377K 
32: EX-101.DEF  XBRL Definitions -- psn-20211231_def                 XML   1.00M 
33: EX-101.LAB  XBRL Labels -- psn-20211231_lab                      XML   2.06M 
34: EX-101.PRE  XBRL Presentations -- psn-20211231_pre               XML   1.71M 
30: EX-101.SCH  XBRL Schema -- psn-20211231                          XSD    312K 
150: JSON        XBRL Instance as JSON Data -- MetaLinks              624±   981K  
151: ZIP         XBRL Zipped Folder -- 0001564590-22-006026-xbrl      Zip    672K  


‘EX-10.44’   —   Material Contract


This Exhibit is an HTML Document rendered as filed.  [ Alternative Formats ]



 <!   C: 

Exhibit 10.44

AMENDMENT TO PARSONS CORPORATION INCENTIVE PLAN

RESTRICTED STOCK UNIT AWARD

This Amendment to Parsons Corporation Incentive Award Plan Restricted Stock Unit Award (“Amendment”) is made effective as of July 19, 2021, by and between Parsons Corporation (“Company”), and George Ball (“Employee”).

WHEREAS, the Company and Employee are parties to that certain Parsons Corporation Incentive Award Plan Restricted Stock Unit Award dated as of March 5, 2020 (the “Award”);

WHEREAS, the Company and Employee are parties to that certain Parsons Corporation Change in Control Severance Agreement (“CIC Agreement”), which was amended as of July 19, 2021;

WHEREAS, the Company and Employee desire to amend the Award to incorporate and reflect any amendments to the CIC Agreement;

The parties agree as follows:

1. Paragraph 2 of Exhibit B is hereby restated as follows:

 

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.  

The Award shall also be eligible for accelerated vesting as provided in Section 12.2 of the Plan.   Notwithstanding the foregoing, and notwithstanding anything to the contrary contained in the Plan, in the event of a Change in Control, if Participant is a party to a Change in Control Severance Agreement with the Company at the time of such Change in Control, and a Qualifying Termination Event has occurred, as defined in the Participant’s Change in Control Severance Agreement, the RSUs shall accelerate, vest and be settled in full immediately prior to such Change in Control.”

For purposes of this Award, “Disability” means Participant (a) is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, or (b) is, by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than 3 months under an accident and health plan covering employees of the Company or its Subsidiaries.

Notwithstanding anything to the contrary contained herein, in the event of Participant’s Termination of Service due to Retirement, Participant will remain eligible to vest in and receive on the Payment Date the total number of RSUs set forth in the Grant Notice. For purposes of

 


Exhibit 10.44

this Award, "Retirement" means Participant’s voluntary Termination of Service after having attained age 62, with 10 years of completed service.

2. Miscellaneous. The Agreement, as amended by this Amendment, shall remain in full force and effect in accordance with the terms and conditions thereof. This Amendment may be executed simultaneously in any number of counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument. In the event of any conflict between the original terms of the Agreement and this Amendment, the terms of this Amendment shall prevail.

THE PARTIES TO THIS AMENDMENT HAVE READ THE FOREGOING AMENDMENT AND FULLY UNDERSTAND EACH AND EVERY PROVISION CONTAINED HEREIN. WHEREFORE, THE PARTIES HAVE EXECUTED THIS AMENDMENT ON THE DATES SHOWN BELOW.

 

 

 

 

Dated: ____________________

EMPLOYEE

 

 

By:_______________________________________

George Ball

 

 

 

 

 

Dated: January 31, 2022

 

PARSONS CORPORATION

Susan Balaguer

Chief Human Resources Officer

 

 

 

 

 

 

 

 

 

 

 

 

 

 


Exhibit 10.44

AMENDMENT TO PARSONS CORPORATION INCENTIVE PLAN

RESTRICTED STOCK UNIT AWARD

This Amendment to Parsons Corporation Incentive Award Plan Restricted Stock Unit Award (“Amendment”) is made effective as of July 19, 2021, by and between Parsons Corporation (“Company”), and George Ball (“Employee”).

WHEREAS, the Company and Employee are parties to that certain Parsons Corporation Incentive Award Plan Restricted Stock Unit Award dated as of March 1, 2021 (the “Award”);

WHEREAS, the Company and Employee are parties to that certain Parsons Corporation Change in Control Severance Agreement (“CIC Agreement”), which was amended as of July 19, 2021;

WHEREAS, the Company and Employee desire to amend the Award to incorporate and reflect any amendments to the CIC Agreement;

The parties agree as follows:

1. Paragraph 2 of Exhibit B is hereby restated as follows:

 

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.  

The Award shall also be eligible for accelerated vesting as provided in Section 12.2 of the Plan.   Notwithstanding the foregoing, and notwithstanding anything to the contrary contained in the Plan, in the event of a Change in Control, if Participant is a party to a Change in Control Severance Agreement with the Company at the time of such Change in Control, and a Qualifying Termination Event has occurred, as defined in the Participant’s Change in Control Severance Agreement, the RSUs shall accelerate, vest and be settled in full immediately prior to such Change in Control.”

For purposes of this Award, “Disability” means Participant (a) is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, or (b) is, by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than 3 months under an accident and health plan covering employees of the Company or its Subsidiaries.

Notwithstanding anything to the contrary contained herein, in the event of Participant’s Termination of Service due to Retirement, Participant will remain eligible to vest in and receive on the Payment Date the total number of RSUs set forth in the Grant Notice. For purposes of

 


Exhibit 10.44

this Award, "Retirement" means Participant’s voluntary Termination of Service after having attained age 62, with 10 years of completed service.

2. Miscellaneous. The Agreement, as amended by this Amendment, shall remain in full force and effect in accordance with the terms and conditions thereof. This Amendment may be executed simultaneously in any number of counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument. In the event of any conflict between the original terms of the Agreement and this Amendment, the terms of this Amendment shall prevail.

THE PARTIES TO THIS AMENDMENT HAVE READ THE FOREGOING AMENDMENT AND FULLY UNDERSTAND EACH AND EVERY PROVISION CONTAINED HEREIN. WHEREFORE, THE PARTIES HAVE EXECUTED THIS AMENDMENT ON THE DATES SHOWN BELOW.

 

 

 

 

Dated: __________________

EMPLOYEE

 

 

By:_______________________________________

George Ball

 

 

 

 

 

Dated: January 26, 2022

 

PARSONS CORPORATION

Susan Balaguer

Chief Human Resources Officer

 

 

 


Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘10-K’ Filing    Date    Other Filings
Filed on:2/23/228-K
1/31/22
1/26/22
For Period end:12/31/2111-K,  4
7/19/21
3/1/214
3/5/204
 List all Filings 


2 Subsequent Filings that Reference this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 2/14/24  Parsons Corp.                     10-K       12/31/23  124:22M                                    Donnelley … Solutions/FA
 2/17/23  Parsons Corp.                     10-K       12/31/22  129:23M                                    ActiveDisclosure/FA


7 Previous Filings that this Filing References

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 6/29/21  Parsons Corp.                     8-K:1,2,9   6/25/21   11:1.9M                                   ActiveDisclosure/FA
 2/24/21  Parsons Corp.                     10-K       12/31/20  151:25M                                    ActiveDisclosure/FA
 8/20/20  Parsons Corp.                     8-K:1,2,3,7 8/17/20   18:2M                                     Donnelley … Solutions/FA
 3/10/20  Parsons Corp.                     10-K       12/31/19  144:21M                                    ActiveDisclosure/FA
 5/13/19  Parsons Corp.                     8-K:5,8,9   5/10/19    4:168K                                   Donnelley … Solutions/FA
 4/29/19  Parsons Corp.                     S-1/A                 16:4.6M                                   Donnelley … Solutions/FA
 4/12/19  Parsons Corp.                     S-1                   23:6.4M                                   Donnelley … Solutions/FA
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Filing Submission 0001564590-22-006026   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

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