Parsons Corporation 18,518,500 Shares of Common Stock, par value $1.00 per share Underwriting AgreementUnderwriting Agreement • April 29th, 2019 • Parsons Corp • Services-computer integrated systems design • New York
Parsons Corporation, a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated in this agreement (this “Agreement”), to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of 18,518,500 shares (the “Firm Shares”) and, at the election of the Underwriters, up to 2,777,775 additional shares (the “Optional Shares”) of Common Stock, $1.00 par value per share (“Stock”), of the Company (the Firm Shares and the Optional Shares that the Underwriters elect to purchase pursuant to Section 2 hereof being collectively called the “Shares”).
INDEMNIFICATION AND ADVANCEMENT AGREEMENTIndemnification Agreement • April 29th, 2019 • Parsons Corp • Services-computer integrated systems design • Delaware
This Indemnification and Advancement Agreement (“Agreement”) is made as of [ ● ], 2019 by and between Parsons Corporation, a Delaware corporation (the “Company”), and , [a member of the Board of Directors/ an officer] of the Company (“Indemnitee”). This Agreement supersedes and replaces any and all previous Agreements between the Company and Indemnitee covering indemnification and advancement .
PARSONS CORPORATION CHANGE IN CONTROL SEVERANCE AGREEMENTChange in Control Severance Agreement • April 29th, 2019 • Parsons Corp • Services-computer integrated systems design
THIS CHANGE IN CONTROL SEVERANCE AGREEMENT (this “Agreement”) is made and entered into on this April 5, 2019 (the “Effective Date”), by and between Parsons Corporation, a Delaware corporation (hereinafter referred to as the “Company”) and Charles L. Harrington (the “Executive”).
NEWPORT TRUST COMPANY New York, NY 10022Trust Agreement • April 29th, 2019 • Parsons Corp • Services-computer integrated systems design • New York
Reference is hereby made to the Parsons Employee Stock Ownership Plan (2012 Amendment and Restatement) (as amended from time to time, the “ESOP”) and the Parsons Corporation Employee Stock Ownership Trust Agreement, dated December 31, 2005, between Parsons Corporation (“Parsons” or the “Company”) and Newport Trust Company (“Newport”) (as successor to Evercore Trust Company, N.A. and U.S. Trust Company, National Association) (as amended from time to time, the “Trust Agreement”).
April , 2019 Via Overnight Delivery Mr. George L. Ball Chief Financial Officer Parsons Corporation Pasadena, CA 91124 Dear George:Professional Services • April 29th, 2019 • Parsons Corp • Services-computer integrated systems design • Newport
This letter agreement (the “Agreement”) will confirm the understanding and agreement among Parsons Corporation (the “Company”) and Newport Trust Company (“Newport Trust”) with respect to certain professional services to be provided by Newport Trust as set forth below.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 29th, 2019 • Parsons Corp • Services-computer integrated systems design • Delaware
THIS REGISTRATION RIGHTS AGREEMENT, dated as of [ • ], 2019, is entered into by and between Parsons Corporation, a Delaware corporation (the “Company”), and Newport Trust Company, solely in its capacity as trustee of the Parsons Corporation Employee Stock Ownership Trust (the “ESOP Trust”), the trust formed under the Parsons Employee Stock Ownership Plan (the “ESOP”).
RESTRICTED AWARD UNIT AGREEMENT Parsons CorporationRestricted Award Unit Agreement • April 29th, 2019 • Parsons Corp • Services-computer integrated systems design • California
THIS AGREEMENT, made as of January 1, 2019 (the “Date of Grant”), between Parsons Corporation, a Delaware Corporation (the “Company”), and (the “Participant”).
