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HARSCO CORPORATION
1995 EXECUTIVE INCENTIVE COMPENSATION PLAN
AUTHORIZATION, TERMS, AND CONDITIONS OF
ANNUAL INCENTIVE AWARDS
(AS AMENDED AND RESTATED NOVEMBER 19, 1996 )
1. Purposes of Annual Incentive Awards
The grant of Annual Incentive Awards ("Awards") under the 1995 Executive
Incentive Compensation Plan is intended to further the profitable growth of
Harsco Corporation (the "Company") by offering a short-term incentive
opportunity, in addition to base salary, to officers and key corporate and
divisional employees of the Company and its subsidiaries who are largely
responsible for such growth, to the benefit of the Company's stockholders.
In addition, by settling Awards in part by awarding Restricted Stock, the
Award is intended to provide a long-term incentive for such persons to
expend their efforts for the creation of stockholder value, and promote a
closer identity of interests between such persons and the Company's
stockholders. Such Awards are expected to encourage recipients to improve
their performance and remain with the Company and its subsidiaries, and
that the possibility of such awards will encourage other qualified persons
to seek and accept employment with the Company and its subsidiaries.
2. Overview
This document (the "Authorization") sets forth the authorization, terms,
and conditions of Awards under the Company's 1995 Executive Incentive
Compensation Plan (the "1995 Plan"), as determined by the Management
Development and Compensation Committee (the "Committee"). The terms of this
Authorization are subject to, and qualified in their entirety by reference
to, the 1995 Plan, including Section 6(h) of the 1995 Plan setting forth
terms relating to Awards. If any terms of this Authorization are
inconsistent with the terms of the 1995 Plan, the terms of the 1995 Plan
shall control. Terms used in this Authorization but not otherwise defined
herein shall have the meanings ascribed to such terms in the 1995 Plan.
3. Definitions
In addition to terms defined in Sections 1 and 2 hereof, the following
terms shall be defined as set forth below:
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3.1 Award Potential means the range of amounts, denominated in cash, that
may be deemed to be earned upon achievement of Performance
Objectives, as set forth in Section 4.1. The terms Maximum and Target
Award Potential have the meanings set forth in Section 4.1, and the
term Earned Award Potential has the meaning set forth in Section 5.1.
Award Potentials are hypothetical amounts intended solely to provide
a means of valuing Awards for purposes of settlement.
3.2 Base Salary means salary actually earned by a Participant during the
Performance Year to which the Award relates (as distinct from the
annual salary rate in effect at the end of such Performance Year).
This amount excludes payments resulting from awards authorized under
the Company's Annual and Long-Term Incentive Plans prior to 1995 and
payments under the 1995 Plan, the Authorization, or Awards
thereunder.
3.3 Cause means (i) the willful and continued failure by the Participant
to perform substantially his or her duties with the Company or a
subsidiary (other than such failure resulting from the Participant's
incapacity due to physical or mental illness), or (ii) the willful
engaging by the Participant in illegal conduct, or (iii) the willful
engaging by the Participant in conduct in violation of any provision
of the Code of Conduct or other published policies of the Company, or
(iv) the willful engaging by the Participant in any act of serious
dishonesty which adversely affects, or in the reasonable estimation
of the Committee, could in the future adversely affect, the value,
reliability or performance of the Participant to the Company. For
purposes of this definition, no act, or failure to act, on the part
of the Participant shall be considered "willful" unless done, or
omitted to be done, by the Participant in bad faith and without
reasonable belief that his or her action or omission was in, or not
opposed to, the best interests of the Company.
3.4 Eligible Unit means the Company as a whole or any department,
division, subsidiary, or other business unit or function of the
Company for which separate operational results may be available to
the Committee, as specified by the Committee.
3.5 Fair Market Value of Common Stock as of any given date means the
average of the high and the low sale prices of a share of common
stock reported in the table entitled "New York Stock Exchange
Composite Transactions" contained in The Wall Street Journal (or an
equivalent successor table) for such date or, if no such prices are
reported for such date, on the most recent trading day prior to that
date for which such prices were reported.
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3.6 Normal Retirement means retirement at or after age 62 with at least
30 years of service, or at or after age 65.
3.7 Participant means an officer of the Company (including division
officers).
3.8 Performance Objective means the business criteria and minimum,
targeted, and maximum Performance Levels with respect to such
business criteria required to be achieved during a Performance Year
as conditions to the settlement of an Award, and other related terms,
as set forth in Section 4.2.
3.9 Performance Level means a specified measure of achievement with
respect to a business criteria, required in connection with a
Performance Objective, as set forth in Section 4.2.
3.10 Performance Year means the fiscal year or other specified period
during which the achievement of Performance Objectives with respect
to a given Award shall be measured.
3.11 Restricted Stock means Restricted Stock granted in settlement of a
specified portion of an Award, subject to the terms of the 1995 Plan
and this Authorization. Common Stock issued or delivered as
Restricted Stock may consist, in whole or in part, of authorized and
unissued shares or treasury shares.
3.12 Restricted Period shall have the meaning set forth in Section 6.1
hereof.
3.13 Salary Level means the numbered category assigned to each Participant
for purposes of determining annual salary rate under the Company's
executive compensation program, as of the end of the Performance Year
to which an Award relates.
3.14 Termination means a termination of employment immediately after which
the Participant is not an employee of the Company or any subsidiary.
Conversion from full-time or part-time employment or a leave of
absence from employment, if approved by the Committee, shall not be
deemed to be a Termination for purposes of this Authorization.
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4. Awards, Award Potentials, and Performance Objectives
The Committee may authorize Awards for a given Performance Year for
eligible officers of the Company. The authorization of an Award for a
Participant will confer upon such Participant a conditional right to
receive cash and Restricted Stock upon achievement of Performance
Objectives specified for the Participant. Each Award shall relate to a
single Performance Year specified by the Committee.
4.1 Award Potential; Maximum and Target Award Potentials. The Award
Potential for each Award shall range from zero to a maximum amount
equal to the Participant's Base Salary multiplied by his or her
Salary Level multiplied by 0.06, such maximum amount being designated
the Maximum Award Potential. Within this range, the Award Potential
equal to 67% of the Maximum Award Potential shall be designated as
the Target Award Potential.
4.2 Performance Objectives. For each Award, the Committee shall specify
Performance Objectives, which shall be set forth in one or more
exhibits which may be from time to time appended to this
Authorization. The Performance Objectives specified in a given
exhibit may apply to one or more Participants, including groups of
Participants working for an Eligible Unit. Each such exhibit shall
set forth the following, in any format deemed appropriate by the
Committee:
(a) The Committee shall specify the business criteria for each
Performance Objective, setting forth the nature of the
performance to be measured. The Committee may limit the scope
of any business criteria authorized under the 1995 Plan, and
set forth in detail any terms relating to such business
criteria as the Committee deems necessary or desirable to
enable Performance Objectives to be unambiguous and subject to
precise measurement.
(b) Because multiple Performance Objectives will be designated for
each Award, the Committee shall specify the weighting to be given
each Performance Objective. Such weighting will be expressed as a
percentage, by which a Participant's Award Potential may be
multiplied to determine the portion of the Award Potential that
relates to a given Performance Objective.
(c) The Committee shall designate for each Performance Objective a
Minimum, Target, and Maximum Performance Level. The Minimum
Performance Level will represent the threshold level of
performance required before any Award Potential will be deemed
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to be earned with respect to a given Performance Objective.
The Target Performance Level will represent the level of
performance required in order that the Target Award Potential
will be deemed to be earned with respect to a given Performance
Objective. The Maximum Performance Level will represent the
level of performance required in order that the Maximum Award
Potential will be deemed to be earned with respect to a given
Performance Objective.
(d) The Committee shall designate the Performance Year to which the
Performance Objectives relate.
4.3 Guidelines for Establishing Performance Levels. In establishing
Performance Levels, the Minimum Performance Level will represent less
than desired performance, the Target Performance Level will represent
superior, professional performance under existing circumstances
rather than ordinary performance, and the Maximum Performance Level
will represent distinguished performance expected to be achieved only
rarely, e.g., something on the order of two out of ten times.
Although the Target Award Potential represents 67% of the Maximum
Award Potential, there is no requirement that Target Performance
Levels bear any particular mathematical relationship to Maximum
Performance Levels or Minimum Performance Levels.
4.4 Notification of Awards. The Company shall notify members of the class
of eligible employees of their selection for participation, the
authorization of Awards, and the applicable Performance Objectives as
promptly as practicable. Such notification shall be accomplished in
any reasonable manner, in the discretion of the Committee.
5. Settlement of Awards in Cash and Restricted Stock
5.1 Determination of Earned Award Potential and Limitation Thereof. As
promptly as practicable following the end of each Performance Year,
the Committee shall determine whether and the extent to which
Performance Objectives and other material terms and conditions
relating to each Participant's Award for such Performance Year have
been achieved and satisfied, and shall determine the Award Potential,
if any, deemed to be earned with respect to each such Award (the
"Earned Award Potential"). In the event that a Participant's Earned
Award Potential exceeds $800,000, the Earned Award Potential for such
Participant's Award shall be reduced to that amount.
5.2 Payment of Cash and Grant of Restricted Stock. At the time the
Committee determines a Participant's Earned Award Potential under
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Section 5.1, each Participant shall become entitled, subject to
Sections 5.3 and 5.4, to receive a payment in cash equal to 60% of his
or her Earned Award Potential and a grant of a number of shares of
Restricted Stock, on the terms set forth in Section 6, equal to 40% of
his or her Earned Award Potential divided by the Fair Market Value of
Common Stock on the last trading day of the performance year. Such
cash payment shall be made as promptly as practicable after the
determination by the Committee of the Participant's Earned Award
Potential. The Committee may, in its discretion and upon the consent
of the Participant, provide the Participant a deferred right to
receive Common Stock of the Company in lieu of an immediate grant of
Restricted Stock. The Committee may also, in its sole discretion,
award payment of all or a portion of the Restricted Stock component of
the Earned Award Potential in cash rather than Restricted Stock.
Participants may request that the Committee pay his or her award all
in cash using a multiplier of .045 instead of the normal .06
multiplier, and upon approval by the Committee, the award shall be
paid to the requesting Participant in that manner.
5.3 Committee Discretion. The Committee may, at any time prior to the
payment of cash and grant of Restricted Stock under Section 5.2,
adjust or modify Performance Objectives, Award Potentials, or other
Award terms (1) in recognition of unusual or nonrecurring events
affecting the Company or any Eligible Unit, or the financial
statements or results thereof, or in response to changes in applicable
laws (including tax, disclosure, and other laws), regulations,
accounting principles, or other circumstances deemed relevant by the
Committee, (2) in view of the Committee's assessment of the business
strategy of the Company and Eligible Units thereof, performance of
comparable organizations, economic and business conditions, personal
performance of the Participant, and other circumstances deemed
relevant by the Committee, or (3) with respect to any Participant
whose position or duties with the Company or any subsidiary has
changed; provided, however, that no such adjustment or modification
may be made with respect to an Award granted to a "covered employee"
within the meaning of Code Section 162(m) and regulations thereunder
if and to the extent that such adjustment or modification would
increase the amount of compensation payable to such covered employee
upon achievement of the existing Performance Objectives. Examples of
considerations which might influence the Committee in exercising its
discretion hereunder include:
(a) Achievement of a rate of return on stockholders' equity which was
either significantly more or significantly less than the
Committee's estimate of the Company's competitive cost of equity.
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(b) The existence of compensation restraints at an Eligible Unit.
(c) A substantial change in the established strategic performance
objectives during the period.
(d) A substantial change in the composition of an Eligible Unit
during the period.
5.4 Settlement of Award In the Event of Termination. In the event of a
Participant's Termination, such Participant (or his or her
beneficiary) shall receive, in lieu of payment of all amounts
specified in Section 5.2, settlement of such Participant's Award as
provided in this Section 5.4.
In the event of a Participant's Termination by reason of Normal
Retirement, death, or full and permanent disability (as determined by
the Committee) prior to the end of a Performance Year to which an
Award relates, the Participant's Earned Award Potential shall be 100%
of the Earned Award Potential otherwise determined under Section 5.1.
(However, the definition of "Base Salary" will have the effect of
prorating the Participant's Earned Award Potential according to the
salary actually earned during the year to the date of retirement.) In
the event of a Participant's Termination for any reason other than an
involuntary Termination for Cause after the end of a Performance Year
to which an Award relates but prior to settlement of an Award
relating to such Performance Year, the Participant's Earned Award
Potential shall equal 100% of the Earned Award Potential otherwise
determined under Section 5.1. In any case, the Participant's Earned
Award Potential shall be determined by the Committee at such time as
determinations are otherwise made under Section 5.1, and settlement
of his or her Award shall be made as promptly as practicable
thereafter.
Any settlement under this Section 5.4 relating to a Participant's
Termination by reason of death or full and permanent disability (as
determined by the Committee) shall be made in the form of a payment
in cash equal to 100% of the Participant's Earned Award Potential (as
adjusted under this Section 5.4). Any other settlement under this
Section 5.4 shall be made in the form of a payment in cash equal to
60% of the Participant's Earned Award Potential (as adjusted under
this Section 5.4) and a grant of a number of shares of Restricted
Stock, on the terms set forth in Section 6, equal to 40% the
Participant's Earned Award Potential (as adjusted under this Section
5.4) divided by the Fair Market Value of Common Stock on the last
trading day of the performance year.
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In the event of a Participant's Termination (i) for any reason other
than Normal Retirement, death, or full and permanent disability (as
determined by the Committee) prior to the end of a Performance Year
to which an Award relates or (ii) which is an involuntary Termination
for Cause after the end of a Performance Year to which an Award
relates but prior to the Committee's determination of the
Participant's Earned Award Potential with respect to such Award, any
Award of such Participant for which such Earned Award Potential has
not previously been determined shall be forfeited.
5.5 Certification. Determinations by the Committee under this Section 5
shall be set forth in a written certification, which may include for
this purpose approved minutes of a meeting of the Committee at which
such determinations were made.
6. Terms of Restricted Stock
6.1 Restrictions Generally; Restricted Period. Restricted Stock granted
pursuant to Section 5.2 shall be subject to the restrictions on
transferability under Section 6.2 until the expiration of the period
specified under this Section 6.1 (the "Restricted Period"), and shall
be subject to the risk of forfeiture under Section 6.3 from the date
of grant of such Restricted Stock until the expiration of the
Restricted Period or the earlier lapse of such risk of forfeiture as
specified under Section 6.3. The Restricted Period for one-half of
the Restricted Stock granted to a Participant in respect of any Award
relating to the 1995 or 1996 Performance Years shall expire on the
first anniversary of the date of grant, and the Restricted Period for
all other Restricted Stock granted hereunder shall expire on the
third anniversary of the date of grant; provided, however, that the
Restricted Period for any Restricted Stock granted hereunder shall
expire earlier in accordance with Section 6.4 hereof or upon a Change
in Control of the Company (as specified in Section 8 of the 1995
Plan). The consideration for the grant of Restricted Stock in
settlement of an Award shall be the services performed by the
Participant during the year to which such Award relates.
6.2 Nontransferability. During the applicable Restricted Period, (i) such
Restricted Stock and all rights relating thereto shall not be
transferable or assignable by the Participant, other than by will or
the laws of descent and distribution; (ii) any right relating to such
Restricted Stock may be exercised, during the lifetime of the
Participant, only by the Participant or the Participant's guardian or
legal representative; and (iii) such Restricted Stock shall not be
pledged, hypothecated,
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margined, optioned, or otherwise encumbered in any way or subject to
execution, attachment, or similar process. Any transfer, encumbrance,
or other transaction relating to such Restricted Stock in violation
of the restrictions set forth in this Section 6.2 shall be null and
void, and shall not be recognized or recorded by the Company or its
agents.
6.3 Forfeiture. During the applicable Restricted Period, such Restricted
Stock shall be forfeited automatically in the event of the
Participant's Termination, or in the event of the Participant's
failure to abide by any of the material terms or conditions to which
the Participant may be subject under this Authorization or any
agreement relating to the Restricted Stock between the Company and
the Participant; provided, however, that no such forfeiture shall
occur solely because of the Participant's Termination due to Normal
Retirement, death, full and permanent disability (as determined by
the Committee), or involuntary Termination other than an involuntary
Termination for Cause.
6.4 Expiration of Restricted Period Upon Termination. The expiration of
the Restricted Period with respect to such Restricted Stock shall be
accelerated upon Participant's Termination due to death or full and
permanent disability (as determined by the Committee) so that, in
such case, the Restricted Period shall expire upon the Participant's
Termination. In the event of any other Termination not resulting in
forfeiture of the Restricted Stock, the expiration of the Restricted
Period with respect to such Restricted Stock shall be unaffected;
provided, however, that the Committee may instead determine, in such
case, to accelerate the expiration of the Restricted Period to the
date of such Participant's Termination or any other date between the
date of such Termination and the scheduled expiration date of the
Restricted Period.
6.5 Dividends and Distributions. The Participant shall be entitled to
receive dividends and distributions payable with respect to
Restricted Stock to the extent that he or she is the record owner of
such Restricted Stock on any record date for such a dividend or
distribution during the Restricted Period applicable to such
Restricted Stock, subject to the following terms and conditions:
(a) In the event of a cash dividend or distribution or a non-cash
dividend or distribution in the form of property other than
Common Stock payable on Restricted Stock, the Company shall
either (i) retain the amount of such cash dividend or such other
property and, in lieu of delivery thereof, shall grant to the
Participant additional shares of Restricted Stock having a Fair
Market Value at the record date of the dividend or distribution
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equal to the amount of cash and fair market value (as determined
by the Committee) of such property paid as a dividend or
distribution on each share of Common Stock multiplied by the
number of shares of Restricted Stock as to which the Restricted
Period had not expired at the record date thereof or (ii) arrange
for the automatic reinvestment of such dividend or distribution
in additional shares, which shall be deemed additional Restricted
Stock, through any dividend reinvestment plan or program then
available to stockholders of the Company. Such additional
Restricted Stock will be subject to the same Restricted Period
and to such other terms and conditions as applied to the
Restricted Stock with respect to which such dividend or
distribution was paid was forfeited prior to the payment date for
such dividend or distribution.
(b) In the event of a dividend or distribution in the form of Common
Stock, the Common Stock issued or delivered as such dividend or
distribution will be deemed to be additional Restricted Stock and
will be subject to the same Restricted Period and to such other
terms and conditions as applied to the Restricted Stock with
respect to which such dividend or distribution was paid. No such
additional Restricted Stock will be granted if the Restricted
Stock with respect to which such dividend or distribution was
paid was forfeited prior to the payment date for such dividend or
distribution.
6.6 Form of Restricted Stock.
(a) Restricted Stock delivered under the Plan shall be evidenced by
either of the following as determined by the Committee in its
sole discretion:
(1) issuance of one or more certificates in the name of the
Participant, bearing an appropriate legend referring to the
terms, conditions, and restrictions applicable to such
Restricted Stock, and shall remain in the physical custody of
the Secretary of the Company or his or her designee until
such time as the restrictions on such Restricted Stock have
expired. In addition, the Secretary may cause a legend or
legends to be placed on any such certificates to make
appropriate reference to such restrictions.
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(2) entries in books and records of account maintained by the
Company's transfer agent or such other agent as may from time
to time be designated by the Company or the then current
agent. Such agent may hold the shares directly or through a
nominee it may select.
(b) Restricted Stock shall be subject to such stop-transfer orders
and other restrictions as the Secretary shall deem advisable
under federal or state securities laws, rules and regulations
thereunder, and the rules of any national securities exchange or
automated quotation system on which Common Stock is then listed
or quoted, and to implement the restrictions under this
Authorization.
6.7 Restricted Stock Agreement; Stock Powers. The Company and each
Participant to whom Restricted Stock is granted hereunder shall enter
into a Restricted Stock agreement in the form attached hereto as
Attachment A or such other form as the Committee may from time to
time approve, to set forth the terms and conditions relating to such
Restricted Stock. The terms and conditions of this Authorization
shall be deemed to constitute a part of such agreement. In addition,
each such Participant shall, if requested by the Company, execute one
or more stock powers, in such form as may be specified by the
Secretary, authorizing the transfer of the Restricted Stock to the
Company, in order to give effect to the forfeiture provisions of
Section 6.3.
6.8 Other Stockholder Rights. Subject to the terms and provisions of the
Delaware General Corporation Law, the Participant shall have all of
the rights of an owner of Common Stock granted as Restricted Stock
hereunder (including but not limited to voting rights) except as
provided in this Authorization and any agreement between the Company
and the Participant with respect to such Restricted Stock.
6.9 Delivery of Stock Certificates Upon Expiration of Restricted Period.
Upon expiration of the Restricted Period applicable to Restricted
Stock, the Company shall upon Participant's request, promptly cause
to be delivered to the Participant one or more certificates
representing the shares granted as such Restricted Stock (which
shares shall no longer be deemed to be Restricted Stock), with any
legends no longer applicable to such shares removed from such
certificate(s).
6.10 Adjustments. In the event that the outstanding shares of Common Stock
increased or decreased, or changed into or exchanged for a different
number or kind of shares or other securities of the Company or of
another corporation, by reason of a reclassification, reorganization,
merger, consolidation, share exchange, or other
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business combination in which the Company or a subsidiary of the
Company is the surviving parent corporation, stock split-up, or
combination of shares, (i) any securities received in addition to or
in substitution for previously granted Restricted Stock as to which
the applicable Restricted Period has not yet expired shall be deemed
to be Restricted Stock subject the same Restricted Period and to such
other terms and conditions as applied to such previously acquired
Restricted Stock, and (ii) the Committee shall make such other
adjustments in the number and kind of securities subject to
outstanding grants of Restricted Stock as to which the applicable
Restricted Period has not yet expired as it may determine to be
necessary or desirable in order to prevent dilution or enlargement of
the rights of each Participant.
7. Tax Withholding
7.1 Not later than the expiration of the Restricted Period applicable to
Restricted Stock, or simultaneously with the Participant's filing
with the Internal Revenue Service of an election under Section 83(b)
of the Internal Revenue Code of 1986, as amended, to be subject to
tax upon the grant of Restricted Stock, the Participant shall make
such provision, or furnish to the Company and its subsidiaries such
authorization, as the Committee determines to be necessary or
desirable so that the Company and its subsidiaries may satisfy their
obligations under applicable tax laws to withhold for income or other
taxes due with respect of such Restricted Stock.
7.2 If such tax withholding obligation will arise upon the expiration of
the applicable Restricted Period, the Committee may require that, or
permit the Participant to elect to have, the Company withhold from
such Restricted Stock, or permit the Participant to elect to
surrender to the Company from shares of Common Stock already owned by
the Participant (except for shares acquired from the Company by
exercise of an option less than six months before the date on which
the tax withholding obligation arose), whole shares of Common Stock
which shall be sufficient in value to satisfy all or a portion of
such tax withholding obligations.
7.3 If a Participant who receives a settlement of an Award under Section
5.4 in the form of Restricted Stock or has a Termination which does
not result in forfeiture of previously granted Restricted Stock under
Section 6.3 but with respect to which the Restricted Period continues
after such Termination under Section 6.4, will be subject to federal
income taxation as a result of such settlement or Termination at the
time thereof (or, in the case of a Participant subject to Section 16
of the Exchange Act, six months after settlement) rather than upon
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expiration of the Restricted Period (without regard to any filing
with the Internal Revenue Service of an election under Section 83(b)
of the Internal Revenue Code of 1986, as amended), then the Company
may withhold from the Restricted Stock or permit the Participant to
elect to surrender to the Company from shares of Common Stock already
owned by the Participant (except for shares acquired from the Company
by exercise of an option less than six months before the date on
which the tax withholding obligation arose), at the date the
Participant becomes subject to federal income taxation with respect
to such Restricted Stock, whole shares of Common Stock which shall be
sufficient in value to satisfy all or a portion of applicable tax
withholding obligations and any additional federal and state income
taxes relating to such Restricted Stock (calculated at the
Participant's highest marginal rate of taxation).
7.4 Shares withheld or surrendered under this Section 7 shall be valued
at their Fair Market Value on the date as of which the Participant
became subject to federal income taxation with respect to the
Restricted Stock. The Committee may, in its discretion, impose
restrictions on any share withholding and surrender under this
Section 7, including restrictions on Participants subject to Section
16 of the Exchange Act, in order to ensure that the grant of a right
to elect such share withholding and provide the opportunity to such
Participants to avail themselves of an exemption for the actual
withholding or surrender of shares from short-swing profits liability
under the Exchange Act.
8. Administration
Administrative details relating to Awards shall be handled by the
Administrator, which shall be one or more individuals, employed in the
Company's corporate office, designated by the Chief Executive Officer of
the Company to serve in such capacity.
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Exhibit 1995-I
ANNUAL INCENTIVE AWARDS AUTHORIZED
FOR 1995
The following sets forth the name of eligible officers for whom Annual Incentive
Awards are authorized for the 1995 Performance Year. Opposite the name of each
Participant is the Exhibit setting forth the Performance Objectives applicable
to such Participant.
Exhibit Setting Forth
Name Performance Objective
---- ---------------------
_____________________________ Exhibit 1995-II
_____________________________ Exhibit 1995-III
_____________________________ Exhibit 1995-III
_____________________________ Exhibit 1995-IV
_____________________________ Exhibit 1995-IV
_____________________________ Exhibit 1995-IV
_____________________________ Exhibit 1995-V
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Exhibit 1995-____
PERFORMANCE OBJECTIVES FOR 1995
ANNUAL INCENTIVE AWARDS
[NAME OF ELIGIBLE UNIT:]
Performance Level
-------------------------------
Weight Business Criteria Minimum Target Maximum
- ------ ----------------- ------- ------ -------
Notes
- -----
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ATTACHMENT A
HARSCO CORPORATION
1995 EXECUTIVE INCENTIVE COMPENSATION PLAN
RESTRICTED STOCK AGREEMENT
Agreement dated as of February 15, 1996, between HARSCO CORPORATION (the
"Company") and the undersigned individual ("Participant").
The Company and Participant hereby agree as follows:
1. Grant of Restricted Stock; Consideration
The Management Development and Compensation Committee of the Company's
Board of Directors will be considering from time to time the possible grant,
under and pursuant to the Company's 1995 Executive Incentive Compensation Plan
(the "1995 Plan"), to Participant of shares of the Company's Common Stock, par
value $1.25 per share in settlement of Earned Award Potential (the "Awarded
Restricted Stock"). Such Awarded Restricted Stock, if any, shall be specified
from time to time in notices issued by the Company and delivered to Participant.
This Restricted Stock Agreement (the "Agreement") sets forth terms and
conditions applicable to any Awarded Restricted Stock and any additional shares
acquired by Participant as a result of dividend reinvestment under Section 5
hereof ("Reinvestment Restricted Stock" and, together with the Awarded
Restricted Stock, "Restricted Stock"). Participant shall be required to pay no
consideration for the grant of Awarded Restricted Stock hereunder except for his
prior services performed during the applicable Performance Year in connection
with such Award, his performance of services to the Company prior to the
expiration of restrictions on the Restricted Stock, and his agreement to abide
by the terms set forth in the 1995 Plan, the Authorization, Terms and Conditions
of Annual Incentive Awards (the "Authorization"), and this Restricted Stock
Agreement (the "Agreement").
2. Incorporation of 1995 Plan and Authorization by Reference
Restricted Stock will be subject to the terms of 1995 Plan, the
Authorization, and this Agreement. All of the terms, conditions and other
provisions of the 1995 Plan and Authorization, copies of which are attached
hereto, are hereby incorporated by reference into this Agreement. Capitalized
terms used in this Agreement but not defined herein shall have the same meanings
as in the 1995 Plan and the Authorization. If there is any conflict between the
provisions of this Agreement and the provisions of the 1995 Plan and the
Authorization, the provisions of the 1995 Plan and the Authorization shall
govern. Participant hereby acknowledges receipt of the attached copies of the
1995 Plan and Authorization and agrees to be bound by all the terms and
provisions thereof (as presently in effect or hereafter amended), and by all
decisions and determinations of the Committee thereunder.
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3. Form of Stock
Any Restricted Stock will be held by Chemical Mellon Shareholder Services
(which also serves as the Company's transfer agent), as agent and nominee for
Participant and other participants (the "Agent"). Agent shall maintain
appropriate books and records of account reflecting Participant's rights in the
shares. Agent may hold such shares directly or through a nominee it may select.
The Company or Agent may, from time to time, designate a substitute Agent. Agent
shall not permit shares of Restricted Stock or interests therein to be
transferred to Participant at any time the restrictions set forth in Section 6
of the Authorization remain in effect as to such shares, but will cause shares
to be transferred to Participant (in such manner as may then be approved by the
Secretary of the Company) as promptly as practicable following notification by
the Company of the lapse of such restrictions. Upon receipt of written notice by
the Company that the Participant has forfeited his or her Restricted Stock, the
Agent will transfer those shares of Restricted Stock specified in such notice to
the Company.
4. Restrictions and Related Terms
The Restricted Stock (including both Awarded Restricted Stock and
Reinvestment Stock) shall be subject to the terms and provisions, including the
restrictions on transferability and the risk of forfeiture, set forth in Section
6 of the Authorization.
5. Dividend Reinvestment
Participant agrees that all dividends paid upon Restricted Stock will be
automatically reinvested through a dividend reinvestment plan administered by
the transfer agent or such other agent as may be designated by the Company or
the Agent, and the shares obtained through such reinvestment will be
Reinvestment Restricted Stock, subject to the same restrictions against transfer
and to the same forfeiture provisions as the Restricted Stock with respect to
which the dividend was paid.
6. Stock Power
Participant agrees to execute and deliver to the Company one or more stock
powers, in the form attached hereto or such other form as may be specified by
the Secretary of the Company, authorizing the transfer of Restricted Stock to
the Company, upon request of the Company at any time if the Company deems such
stock power necessary or convenient.
7. Tax Withholding
The Company and any subsidiary may withhold from the Restricted Stock (by
deduction from Participant's Restricted Stock share account balance) or from any
payment to be made to Participant any amount that federal, state, local, or
foreign tax law requires to be withheld with respect to the grant of Restricted
Stock, the lapse of restrictions on the Restricted Stock, or the expiration of
the Restricted Period. The
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Participant may elect prior to the date he or she becomes subject to taxation,
to have the Company withhold from the Restricted Stock, or surrender previously
acquired shares of Common Stock to the Company, in payment of such tax
withholding obligations. If Restricted Stock is withheld or shares surrendered,
the number of shares withheld or surrendered shall be that number of whole
shares up to but not exceeding that number which has a Fair Market Value, at the
date the Participant becomes subject to taxation, nearest to but not exceeding
the amount of taxes that are to be paid through such withholding or surrender,
to the extent permitted under Section 7 of the 1995 Plan.
8. Miscellaneous
Nothing contained in this Agreement shall be construed to obligate the
Company to award or grant any Restricted Stock to the Participant. This
Agreement shall be binding upon the heirs, executors, administrators, and
successors of the parties. This Agreement constitutes the entire agreement
between the parties with respect to the Restricted Stock, and supersedes any
prior agreements or documents with respect to the Restricted Stock. No
amendment, alteration, suspension, discontinuation, or termination of this
Agreement which may impose any additional obligation upon the Company or
materially impair the rights of Participant with respect to the Restricted Stock
shall be valid unless in each instance such amendment, alteration, suspension,
discontinuance, or termination is expressed in a written instrument duly
executed in the name and on behalf of the party bound thereby.
HARSCO CORPORATION
BY: _____________________________________
Paul C. Coppock
Senior Vice President,
Chief Administrative Officer,
General Counsel & Secretary
PARTICIPANT:
_________________________________________
Signature
_________________________________________
Print Name
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STOCK POWER
Exhibit
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and
transfers unto Harsco Corporation _________________ shares of Common
Stock, $1.25 par value per share, of Harsco Corporation, Inc., a Delaware
corporation (the "Company"), registered in the name of the undersigned on
the books and records of the Company, and does hereby irrevocably
constitute and appoint Paul C. Coppock, Barry M. Sullivan, Brian H.
Tucker, and ___________________________________, and each of them,
attorneys, to transfer the Common Stock on the books of the Company, with
full power of substitution in the premises.
_________________________________________
Signed
_________________________________________
Print Name
_________________________________________
Date
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