EX-10.10 2 psn-ex1010_1101.htm EX-10.10

Exhibit 10.10

Amendments to Annual Incentive Plan

PARSONS CORPORATION

ANNUAL INCENTIVE PLAN

Adopted January 1, 2012

Amended January 1, 2019

Amended January 1, 2020

Amended October 19, 2020

Amended January 1, 2022

TABLE OF CONTENTS

Article 1 | PREFACE1 |

| Section 1.1 | Effective Date and Term1 |

| Section 1.2 | Purpose of the Plan1 |

Article 2 | DEFINITIONS1 |

Article 3 | annual INCENTIVE OPPORTUNITY TARGETS AND AWARDS2 |

| Section 3.1 | Authority of the Compensation Committee2 |

| Section 3.2 | Determination of Performance Criteria3 |

| Section 3.3 | Determination of Annual Incentive Opportunity Targets3 |

| Section 3.4 | Determination of Funding Target for the Annual Incentive Plan4 |

| Section 3.5 | Determination of Annual Incentive Award Pools4 |

| Section 3.6 | Determination and Approval of Annual Incentive Awards4 |

Article 4 | FUNDING, PAYMENT AND RIGHTS OF PARTICIPANTS5 |

| Section 4.1 | Unfunded Plan5 |

| Section 4.2 | Payment of Annual Incentive Awards5 |

| Section 4.3 | Modification of Performance Standards5 |

Article 5 | AMENDMENT AND TERMINATION OF THE PLAN5 |

Article 6 | GENERAL PROVISIONS6 |

| Section 6.1 | Liability of Corporation6 |

| Section 6.2 | Liability of Administrators6 |

| Section 6.3 | Assignment and Alienation6 |

| Section 6.4 | Code Section 409A6 |

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PARSONS CORPORATION
ANNUAL INCENTIVE PLAN

Parsons Corporation, a Delaware corporation with its principal place of business in California, hereby establishes and sets forth the terms and conditions of the Parsons Corporation Annual Incentive Plan (the “Plan”) for the benefit of eligible employees on the terms and conditions described hereinafter:

Article 1
PREFACE

Section 1.1 Effective Date and Term. The Plan shall be effective on January 1, 2012, and shall continue in force and effect until terminated by the Board.

Section 1.2 Purpose of the Plan. The Plan is intended to encourage participating key employees of the Corporation to remain in its employ and to motivate such participants to exert maximum effort to achieve the Corporation’s goals.

Article 2
DEFINITIONS

The words and phrases identified in quotation marks below, when used in the Plan and related documents, shall have the meanings set forth in this Article 2, unless the context clearly indicates otherwise.

(a)The “Compensation Committee” means the Compensation Committee of the Board.

(b)The “Total Rewards Committee” means the committee composed of the CEO and other executives named by the CEO to review and approve Annual Incentive Awards for Participants below the level of those required to be reviewed by the Compensation Committee.

(c)“Board” means the Board of Directors of Parsons Corporation.

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(d)“Corporatio n” means Parsons Corporation and any of its subsidiary companies of any tier.

(e)“Participant” means each employee of the Corporation selected to participate in the Plan for each Performance Cycle.

(f)“Performance Cycle” means a fiscal year of the Corporation.

(g)“Plan” means the Parsons Corporation Annual Incentive Plan.

(h)“Annual Incentive Opportunity Target” means the target value of the incentive which could potentially be earned by an eligible Participant in respect of a Performance Cycle.

(i)“Annual Incentive Award” means the value of the cash incentive payment earned by an eligible Participant under the Plan in respect of a completed Performance Cycle.

(j)“Incentive Award Pools” means the amount of cash available to pay Annual Incentive Awards earned under the Plan as determined pursuant to Section 3.5.

(k)“Retire” or “Retirement” means a Participant's voluntary termination of employment from the Corporation or its subsidiary after having attained age 62 or older.

(l)“Disability” means the Participant has been determined by the Social Security Administration as eligible for Social Security disability benefits.

(m)“Eligible Employee” means active full-time or part-time employees of the Corporation with a minimum of 17.5 weekly scheduled hours, but excludes any Employee who is on a leave of absence for the entire Performance Cycle.

(n)“Base Salary” means, for full-time employees, the annual base salary in effect on the last day of the fiscal year; and for part-time employees, the base hourly rate in effect on the last day of the fiscal year, multiplied by the number of hours for which they received hourly compensation (including hours charged to holiday and paid time off).

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Article 3
ANNUAL INCENTIVE O PPORTUNITY TARGETS AND AWARDS

Section 3.1 Authority of the Compensation Committee. With respect to the Plan, the Compensation Committee shall in its discretion:

(a)Determine the funding level of any Incentive Award Pool for Participants,

(b)Determine the Annual Incentive Opportunity Target and Annual Incentive Award for the CEO,

(c)Review and approve the Annual Incentive Opportunity Targets and Annual Incentive Awards recommended by the CEO for Presidents and other key officers designated by the Compensation Committee for review and approval,

(d)Delegate to the Total Rewards Committee the authority to determine Annual Incentive Opportunity Targets and Annual Incentive Awards for all other participants in the Plan,

(e)Make all other determinations and take all other actions as may be necessary, appropriate or advisable for the administration of the Plan, to the extent not delegated to the Total Rewards Committee.

Section 3.2 Determination of Performance Criteria. At the beginning of the Performance Cycle, the Compensation Committee shall confirm performance criteria consistent with the business plan approved by the Board. Performance criteria may be expressed in terms of overall financial and operational results of the Corporation or such other measurement as the Board or Compensation Committee may determine in its discretion. Individual performance goals for each Participant are set and communicated as follows:

(a)The CEO communicates performance goals in writing to Participants who report to the CEO.

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(b)Performance goals are communicated to Participants as and when administratively feasible following approval of performance criteria at the meeting of the Compensation Committee nearest the beginning of the Performance Cycle.

Section 3.3 Determination of Annual Incentive Opportunity Targets. The amount of a Participant’s Annual Incentive Opportunity Target may be expressed as a fixed value or as a percent of base salary, or as a range of opportunity with a minimum threshold, a target and a maximum award opportunity. In some instances, a Participant may be advised that the amount of any future incentive award will be discretionary and that the Participant will not have any Annual Incentive Opportunity Target. A Participant may earn an Annual Incentive Award in excess of the amount of the Annual Incentive Opportunity Target. Annual Incentive Opportunity Targets may be established based on relative levels of responsibility, position and impact on financial and operating results, competitive practice, management discretion or any other applicable factor. The Compensation Committee reviews and approves Annual Incentive Opportunity Targets for those senior executives whose targets and awards are subject to Compensation Committee approval. The CEO reviews and approves Annual Incentive Opportunity Targets proposed by Participants who report to the CEO for Participants in their organizations.

Section 3.4 Determination of Funding Target for the Annual Incentive Plan. At the beginning of the Performance Cycle, funding at target for the Annual Incentive Plan is reviewed and approved by the Compensation Committee. The Corporation accrues for the potential liability for funding the Incentive Award Pools, making adjustments during the course of the year based on the actual financial performance of the Corporation or on guidance provided by CEO, Chief Financial Officer or the Compensation Committee.

Section 3.5 Determination of Annual Incentive Award Pools. At the first meeting of the Compensation Committee following the end of the Performance Cycle, where the year-end financial and operating performance of the Corporation is available, the Committee shall review the performance against the criteria originally approved by the Committee or criteria pursuant to a revised business plan. The Incentive Award Pools recommended for the Annual Incentive Plan are reviewed and approved by the Compensation Committee. If the

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performance of the Corporation falls short of the performance criteria established at the beginning of the Performance Cycle, the Compensation Committee has the authority to establish an adjusted Incentive Award Pool to fund discretionary awards to Participants whose individual performance merits consideration.

Section 3.6 Determination and Approval of Annual Incentive Awards. Following the end of the Performance Cycle and in conjunction with the approval of the Incentive Award Pools, the Compensation Committee reviews the performance of the Corporation and determines the amount of the Annual Incentive Award, if any, earned by the CEO. The CEO recommends Annual Incentive Awards for senior officers designated for review and approval by the Compensation Committee, and then the Compensation Committee determines the amount of Annual Incentive Awards, if any, earned by such officers. Such determination may include discretionary consideration for factors other than those performance criteria outlined in the performance goals at the beginning of the performance period. For all others, Annual Incentive Award exception recommendations are reviewed and approved by the Total Rewards Committee prior to scheduled payment of Annual Incentive Awards.

Section 3.7Proration of Awards. Payment of any Annual Incentive Award earned by a Participant are subject to proration as follows:

(a)If an individual becomes an Eligible Employee and a Participant in the Plan, due to hire or a change in job after the beginning of the Performance Cycle, their Annual Incentive Award will be prorated by multiplying the amount of their Annual Incentive Award by a fraction, the numerator of which is the number of calendar days during which employee was actively employed as a full-time or part-time employee and a Participant in the Plan during the applicable Performance Cycle, and the denominator is the total number of calendar days in that Performance Cycle.

(b)If a Participant’s Annual Incentive Opportunity Target is expressed as a percent of base salary and is adjusted during the Performance Cycle, the Participant’s award will prorated as follows, unless the Committee expressly determines otherwise:

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(i)By multiplying the Participant’s applicable base salary by a fraction, the numerator of which is the number of calendar days during which the initial Annual Incentive Opportunity Target was in effect and the denominator is the total number of days in that Performance Cycle; and then multiplying that amount by the initial Annual Incentive Opportunity Target; and

(ii)By multiplying the Participant’s applicable base salary by a fraction, the numerator of which is the number of calendar days during which the adjusted Annual Incentive Opportunity Target was in effect and the denominator is the total number of days in that Performance Cycle; and then multiplying that amount by the adjusted Annual Incentive Opportunity Target; and

(iii)Finally, by adding the amounts calculated in sections (i) and (ii) above.

(c)If a Participant is on a leave of absence for more than twelve (12) weeks during the Performance Cycle, their Annual Incentive Award may be prorated, in the Committee’s sole discretion, by multiplying the amount of the their Annual Incentive Award by a fraction, the numerator of which is the number of calendar days during which employee was actively employed as a full-time or part-time employee (and not on leave of absence) during the applicable Performance Cycle, and the denominator is the total number of calendar days in that Performance Cycle.

Article 4
FUNDING, PAYMENT AND RIGHTS OF PARTICIPANTS

Section 4.1 Unfunded Plan. The Plan is an unfunded, nonqualified plan. The benefits provided under the Plan shall be payable by the Corporation from its general assets.

Section 4.2 Payment of Annual Incentive Awards. Payment of any Annual Incentive Award earned by a Participant shall be made in one payment occurring between the 1st of January and the 30th of April of the calendar year following the Performance Cycle, provided the Participant has been a Participant for a full fiscal quarter during the Performance Cycle and is employed as a

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regular employee by the Corporation at the time of payment. This requirement for continued employment at the time of payment will be waived in the event of;

| a) | Retirement, Disability, or death of the Participant prior to the scheduled payment date, and shall be prorated, as applicable, by multiplying the amount of the Participant’s Annual Incentive Award by a fraction, the numerator of which is the number of calendar days during which the Participant was actively employed as a full-time or part-time regular employee during the applicable Performance Cycle, and the denominator is the total number of calendar days in that Performance Cycle.

| b) | Involuntary termination for reason other than performance, misconduct, or change in control, with effect on or after the first day of the fourth fiscal quarter through the scheduled payment date, and shall be prorated, as applicable, by multiplying the amount of the Participant’s Annual Incentive Award by a fraction, the numerator of which is the number of calendar days during which the Participant was actively employed as a full-time or part-time regular employee during the applicable Performance Cycle, and the denominator is the total number of calendar days in that Performance Cycle.

| c) | In the case of special circumstances as determined by the Committee.

The payment of any Annual Incentive Awards earned by selected Participants may be eligible for deferral under the terms of the Corporation’s deferred compensation plans as in effect from time to time.

Section 4.3 Modification of Performance Standards. If, prior to completion of a Performance Cycle, the Board determines, in its absolute and complete discretion, that the established performance measures or objectives are no longer applicable, the Compensation Committee may modify the performance measures and standards in a manner that it considers to be appropriate and equitable.

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Article 5
AMENDMENT AND TERMINATION OF THE PLAN

The Compensation Committee will review the Plan, at a minimum, once every five years.

The Board at any time and from time to time may suspend, terminate, modify, or amend the Plan.

Article 6
GENERAL PROVISIONS

Section 6.1 Liability of Corporation. Nothing in the Plan shall constitute the creation of a trust or other fiduciary relationship between the Corporation and any Participant, beneficiary or other person. The Corporation shall not be considered a trustee by reason of the Plan.

Section 6.2 Liability of Administrators. No member of the Board, the Compensation Committee, the Total Rewards Committee, or the CEO or any other person with administrative responsibility under the Plan will be personally liable for any action taken or determination made in good faith with respect to the Plan, its interpretation, management or administration or any Annual Incentive Award granted hereunder.

Section 6.3 Assignment and Alienation. No rights under the Plan may be anticipated, assigned, transferred, alienated, pledged, sold, attached, garnished or encumbered by a Participant or beneficiary.

Section 6.4 Code Section 409A. It is intended that any amounts payable under this Plan shall either be exempt from Code Section 409A or shall comply with Code Section 409A (including Treasury Regulations and other published guidance related thereto) so as not to subject Participants to payment of any additional tax, penalty, or interest imposed under Code Section 409A. The provisions of this Plan shall be construed and interpreted to avoid the imputation of any such additional tax, penalty, or interest under Code Section 409A yet preserve (to the nearest extent reasonably possible) the intended benefits payable to Participants.

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END

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