WWW.EXFILE.COM, INC. -- 888-775-4789 -- HARSCO CORP. -- EXHIBIT 10(aa) TO FORM 10-K


    EXHIBIT
10(aa)

     

     

     

     

     

     

     

     

     

    HARSCO
NON-QUALIFIED

    RETIREMENT
SAVINGS & INVESTMENT PLAN

    


    PART
B – AMENDMENT AND RESTATEMENT AS OF JANUARY 1, 2009

     

     

     

     

     

     

     

     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

     

    TABLE
OF CONTENTS

     

     

    


    
      
        	 	 	
                Page

              
	 	 	 
	
                ARTICLE
      I

              	
                Establishment
      of Plan

              	
                1

              
	 	 	 
	
                1.1

              	
                Purpose

              	
                1

              
	
                1.2

              	
                Tax/ERISA

              	
                1

              
	
                1.3

              	
                Effective
      Date

              	
                1

              
	
                1.4

              	
                2009
      Amendment and Restatement

              	
                1

              
	 	 	 
	
                ARTICLE
      II

              	
                Definitions

              	
                2

              
	 	 	 
	
                2.1

              	
                Account

              	
                2

              
	
                2.2

              	
                Ancillary
      Agreement

              	
                2

              
	
                2.3

              	
                Beneficiary

              	
                2

              
	
                2.4

              	
                Board

              	
                2

              
	
                2.5

              	
                Change
      In Control

              	
                2

              
	
                2.6

              	
                Committee

              	
                3

              
	
                2.7

              	
                Compensation

              	
                3

              
	
                2.8

              	
                Deferred

              	
                3

              
	
                2.9

              	
                Participant

              	
                3

              
	
                2.10

              	
                Pension
      Committee

              	
                3

              
	
                2.11

              	
                Post-2004
      Subaccount

              	
                3

              
	
                2.12

              	
                Pre-2005
      Subaccount

              	
                3

              
	
                2.13

              	
                RSIP

              	
                3

              
	
                2.14

              	
                Retirement

              	
                3

              
	
                2.15

              	
                Separation
      from Service

              	
                4

              
	
                2.16

              	
                Valuation
      Date

              	
                4

              
	 	 	 
	
                ARTICLE
      III

              	
                Eligibility
      and Vesting

              	
                5

              
	 	 	 
	
                3.1

              	
                Eligibility
      to Participate in the Plan

              	
                5

              
	
                3.2

              	
                Participation

              	
                5

              
	
                3.3

              	
                Vesting

              	
                5

              
	 	 	 
	
                ARTICLE
      IV

              	
                Non-Qualified
      Retirement Savings & Investment Plan (NQRSIP) Benefits

              	
                6

              
	 	 	 
	
                4.1

              	
                NQRSIP
      Benefit

              	
                6

              
	
                4.2

              	
                Allocation
      of NQRSIP Benefit

              	
                6

              
	
                4.3

              	
                Valuation
      of Participant’s Post-2004 Subaccount

              	
                6

              
	
                4.4

              	
                Crediting
      Investment Returns

              	
                6

              
	 	 	 
	
                ARTICLE
      V

              	
                Non-Qualified
      RSIP Benefit Distributions

              	
                7

              
	 	 	 
	
                5.1

              	
                Payment
      of Post-2004 Subaccount upon Termination, Retirement, or Change In
      Control

              	
                7

              
	
                5.2

              	
                Payment
      of Benefits to Beneficiary

              	
                7

              
	 	 	 
	
                ARTICLE
      VI

              	
                Administration

              	
                8

              
	 	 	 
	
                6.1

              	
                Administration
      of the Plan

              	
                8

              


      

      
        
           

        

        
          -i-

          
            

          

        

        
           

        

      

       

      
        	
                6.2

              	
                Cost
      of Administering the Plan

              	
                8

              
	
                6.3

              	
                Agents

              	
                8

              
	
                6.4

              	
                Indemnification
      of the Committee

              	
                8

              
	 	 	 
	
                ARTICLE
      VII

              	
                Amendment
      and Termination

              	
                9

              
	 	 	 
	
                7.1

              	
                Amendment

              	
                9

              
	
                7.2

              	
                Termination

              	
                9

              
	 	 	 
	
                ARTICLE
      VIII

              	
                Miscellaneous

              	
                10

              
	 	 	 
	
                8.1

              	
                No
      Right of Employment

              	
                10

              
	
                8.2

              	
                Withholding

              	
                10

              
	
                8.3

              	
                Non-Assignability
      of Benefits

              	
                10

              
	
                8.4

              	
                Unfunded
      Status

              	
                10

              
	
                8.5

              	
                Forfeiture
      on Termination For Cause

              	
                10

              
	
                8.6

              	
                Gender
      and Number

              	
                10

              
	
                8.7

              	
                Controlling
      Law

              	
                10

              
	
                8.8

              	
                Successors

              	
                11

              
	
                8.9

              	
                Code
      Section 409A

              	
                11

              


      

    

     

     

     

    
      
         

      

      
        -ii-

        
          

        

      

      
         

      

    

     

    ARTICLE
I

    


     

    Establishment of
Plan

     

    
      	
              1.1  

            	
              Purpose.  The
      Harsco Non-Qualified Retirement Savings & Investment Plan (“Plan” or
      “NQRSIP”) was established by Harsco Corporation (“Corporation”) to
      compensate participating employees for government-imposed reductions in
      benefits from and/or contributions to the tax-qualified Harsco Retirement
      Savings & Investment Plan (“RSIP”) in which they
      participate.

            


    

     

    
      	
              1.2  

            	
              Tax/ERISA.  The
      Corporation intends that the Plan shall at all times be maintained on an
      unfunded basis for federal income tax purposes under the Internal Revenue
      Code of 1986, as amended (“Code”), and administered as a “top-hat” plan
      exempt from the substantive requirements of the Employee Retirement Income
      Security Act of 1974, as amended
(“ERISA”).

            


    

     

    
      	
              1.3  

            	
              2009 Amendment and
      Restatement. The Plan was adopted as of January 1,
      2004.  The Plan is hereby again amended and restated effective
      as of January 1, 2009 by the adoption of Part B of the Plan, as set forth
      herein.  Part A of the Plan, consisting of the January 1, 2004
      Plan document, applies to compensation that was Deferred during calendar
      years ending prior to January 1, 2005 and which had become vested prior to
      said date, in accordance with the terms of those documents in effect from
      time to time prior to October 3, 2004.  The provisions of this
      Part B shall apply to compensation that is Deferred during calendar years
      beginning on or after January 1, 2005, or that was previously Deferred but
      not vested prior to said date.  This Part B of the Plan is
      intended to meet all of the requirements of Section 409A of the Code, so
      that Participants will be eligible to defer the receipt of, and the
      liability for the federal income tax with respect to, certain items of
      compensation from one year to a later year in accordance with the
      provisions of applicable law and the provisions of the
      Plan.  With respect to compensation that was deferred during the
      2005, 2006, 2007 and 2008 calendar years, or that was Deferred prior to
      January 1, 2005 but became vested during the period January 1, 2005
      through December 31, 2008, the terms of the Plan shall be administered in
      accordance with a reasonable, good faith interpretation of Code Section
      409A, and such interpretation shall govern the rights of a Participant
      with respect to that period of
time.

            


    

     

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    ARTICLE
II

    


     

    Definitions

     

    
      	
              2.1  

            	
              Account.  The
      sum of the Corporation contributions and the investment returns thereon
      allocated to each Participant under this Plan in accordance with the
      provisions of Article IV.  A Participant’s Account will be
      divided into the following subaccounts:  (a) a “Pre-2005
      Subaccount” for amounts Deferred by a Participant and vested for purposes
      of Code Section 409A as of December 31, 2004 (and earnings and losses
      thereon), and (b) a “Post-2004 Subaccount” for amounts Deferred by a
      Participant and/or vested for purposes of Code Section 409A after December
      31, 2004 (and earnings and losses thereon).  Amounts in the
      Pre-2005 Subaccounts, which are intended to qualify for “grandfathered”
      status, shall be subject to the terms and conditions specified in Part A
      of the Plan as in effect on or before October 3, 2004.  The
      Account is not funded and is a bookkeeping record of the benefits to which
      a Participant is entitled under the terms of the
  Plan.

            


    

     

    
      	
              2.2  

            	
              Ancillary
      Agreement.  An instrument by which special arrangements
      for specific Participants are incorporated into this
  Plan.

            


    

     

    
      	
              2.3  

            	
              Beneficiary.  Any
      person designated by a Participant to receive benefits which may be due,
      or become due, under this Plan.  If a Participant made no such
      designation, or if the designated person predeceases the Participant, the
      Beneficiary shall be the Participant’s
estate.

            


    

     

    
      	
              2.4  

            	
              Board.  The
      Board of Directors of the
Corporation.

            


    

     

    
      	
              2.5  

            	
              Change In
      Control.  The first to occur of any one of the events
      described below:

            


    

     

    
      	
              (a)  

            	
              Stock
      Acquisition.  Any “person” [as such term is used in
      Sections 13(d) and 14(d)(2) of the Securities Exchange Act of 1934 (“the
      1934 Act”)], other than the Corporation or a corporation, a majority of
      whose outstanding stock entitled to vote is owned, directly or indirectly,
      by the Corporation, who is or becomes, other than by purchase from the
      Corporation or such a corporation, the “beneficial owner” (as such term is
      defined in Rule 13(d)-3 under the 1934 Act), directly or indirectly, of
      securities of the Corporation representing 30 percent or more of the
      combined voting power of the Corporation’s then outstanding voting
      securities.  Such a Change in Control shall be deemed to have
      occurred on the first to occur of the date securities are first purchased
      by a tender or exchange offer, or the date on which the Corporation first
      learns of acquisition of 30 percent of such securities, or the later of
      the effective date of an agreement for the merger, consolidation or other
      reorganization of the Corporation or Corporation shareholder approval
      thereof, as the case may be.

            


    

     

    
      	
              (b)  

            	
              The
      date that a tender or exchange offer by any Person (other than the
      Corporation or Subsidiary) is first published or sent or given within the
      meaning of Rule 14e-2(a) of the General Rules and Regulations under the
      Exchange Act as may be amended, supplemented or superseded from time to
      time, if upon consummation thereof, such Person would be the Beneficial
      Owner of 30% or more of the combined voting power of the Corporation’s
      outstanding voting securities.

            


    

     

    
      
         

      

      
        -2-

        
          

        

      

      
         

      

    

    
      	
              (c)  

            	
              Change in
      Board.  During any period of two consecutive years,
      individuals who at the beginning of such period were members of the Board
      of Directors ceases for any reason to constitute at least a majority of
      the Board of Directors, unless the election or nomination for election by
      the Corporation’s shareholders of each new director was approved by a vote
      of at least two-thirds of the directors then still in office who were
      directors at the beginning of the period.  Such a Change in
      Board shall be deemed to have occurred on the date upon which the
      requisite majority of directors fails to be elected by the shareholders of
      the Corporation.

            


    

     

    
      	
              (d)  

            	
              Other
      Events.  Any other event or series of events which,
      notwithstanding any other provision of this definition, is determined by a
      majority of the outside members of the Board of Directors of the
      Corporation to constitute a Change in Control of the Corporation for
      purposes of this Plan.  Such a Change in Control shall be deemed
      to have occurred on the date of such determination or on such other date
      as such majority of outside members of the Board shall
      specify.  Notwithstanding the foregoing, this Section 2.5(d)
      shall be interpreted in a manner consistent with Code Section 409A and
      applicable provisions of the Treasury
  Regulations.

            


    

     

    
      	
              2.6  

            	
              Committee.  The
      Management Development and Compensation Committee of the Board or such
      other committee as may be designated by the
  Board.

            


    

     

    
      	
              2.7  

            	
              Compensation.  The
      amount reported by the Corporation for a Participant as “wages, tips and
      other compensation” on Form W-2, or any successor method of reporting
      under Code Section 6041(d), plus any salary reductions pursuant to Code
      Sections 125, 132(f), 402(e)(3), 402(h), 403(b), 414(h)(2) or 457, but
      excluding any taxable fringe benefits such as restricted stock, moving
      expenses, tuition reimbursements and imputed income from life
      insurance.   

            


    

     

    
      	
              2.8  

            	
              Deferred.  An
      amount that is considered to be deferred within the meaning of Treasury
      Regulations sections 1.409A-6(a)(2) and
  1.409A-6(a)(3).

            


    

     

    
      	
              2.9  

            	
              Participant.  An
      officer or other employee of the Corporation who has been approved for
      participation in the Plan pursuant to Article
  III.

            


    

     

    
      	
              2.10  

            	
              Pension
      Committee.  The Committee appointed by the Board of
      Directors or a Committee thereof to administer qualified and nonqualified
      pension plans.

            


    

     

    
      	
              2.11  

            	
              Post-2004
      Subaccount. The term defined in Section
  2.1.

            


    

     

    
      	
              2.12  

            	
              Pre-2005
      Subaccount.  The term defined in Section
    2.1.

            


    

     

    
      
         

      

      
        -3-

        
          

        

      

      
         

      

    

    
      	
              2.13  

            	
              RSIP.  The
      relevant tax-qualified plan known as the Harsco Retirement Savings and
      Investment Plan.

            


    

     

    
      	
              2.14  

            	
              Retirement.  The
      later of the date of the Participant’s 65th
      birthday or attainment of 5 Years of Vesting Service, determined in
      accordance with the provisions of the RSIP.  With respect to a
      Participant with a Prior Employer Account (as such term is defined in the
      RSIP) from the Maryland Slag Co. Retirement Savings Plan, the date of such
      Participant’s 65th
      birthday.

            


    

     

    
      	
              2.15  

            	
              Separation from
      Service.  The condition that exists when an employee who
      is a Participant in the Plan and the Corporation reasonably anticipate
      that no further services will be performed after a certain date or that
      the level of bona fide services that the employee will perform after such
      date (whether as an employee or an independent contractor) would
      permanently decrease to no more than 20% of the average level of bona fide
      services performed (whether as an employee or an independent contractor)
      over the immediately preceding 36-month period (or the full period of
      services to the Corporation if the employee has been providing services to
      the Corporation for less than 36 months).  For purposes of this
      Section 2.15, for periods during which an employee is on a paid bona fide
      leave of absence and has not otherwise experienced a Separation from
      Service, the employee is treated as providing bona fide services at the
      level equal to the level of services that the employee would have been
      required to perform to receive the compensation paid with respect to such
      leave of absence.  Periods during which an employee is on an
      unpaid bona fide leave of absence and has not otherwise experienced a
      Separation from Service are disregarded for purposes of this Section 2.15
      (including for purposes of determining the applicable 36-month (or
      shorter) period).  For purposes of this Section 2.15, the
      “Corporation” shall be considered to include all members of the controlled
      group of corporations, trades or businesses which includes the
      Corporation; provided, however, that in applying Code Section 414(b), the
      phrase “at least 50 percent” shall be substituted for “at least 80
      percent”; and in applying Code Section 414(c), the phrase “at least 50
      percent” shall be used instead of the phrase “at least 80
      percent.”  Separation from Service shall be determined on the
      basis of the modifications described in Treasury Regulation Section
      1.409A-1(h)(3) (or any successor regulation)) as defined in Code Section
      409A and the regulations or other guidance issued
    thereunder.

            


    

     

    
      	
              2.16  

            	
              Valuation
      Date.  The date on which the amount of a Participant’s
      Account is valued.  The Valuation Date is the last day of each
      calendar quarter.

            


    

    
      
         

      

      
        -4-

        
          

        

      

      
         

      

    

     

    ARTICLE
III

    


     

    Eligibility and
Vesting

     

    
      	
              3.1  

            	
              Eligibility to
      Participate in the Plan.  A select group of management or
      highly paid employees as designated by the Committee who are subject to
      government-imposed reductions in benefits from and/or contributions to the
      RSIP.

            


    

     

    
      	
              3.2  

            	
              Participation.  An
      eligible employee shall commence participation in the Plan upon the first
      day of his or her first payroll period following the end of the calendar
      quarter in which the eligible employee exceeds the limitation on
      Compensation taken into account under Code Section
    401(a)(17).

            


    

     

    
      	
              3.3  

            	
              Vesting.  A
      Participant’s right to his or her Account under this Plan shall vest and
      become nonforfeitable only if, and to the extent that, the Participant has
      met the requirements for distribution due to death, Retirement,
      termination of employment from the Corporation or in connection with a
      Change In Control.

            


    

    
      
         

      

      
        -5-

        
          

        

      

      
         

      

    

     

    ARTICLE
IV

    


     

    Non-Qualified Retirement
Savings & Investment Plan (NQRSIP) Benefits

     

    
      	
              4.1  

            	
              NQRSIP
      Benefit.  Due to the limitations contained in Code
      Section 401(a)(17), a Participant is not able to receive Corporation
      matching contributions or Corporation discretionary contributions in the
      RSIP on Compensation in excess of the Code Section 401(a)(17) limit
      ($245,000 in 2009).  To make up for this limitation, the
      Corporation will contribute to this Plan an amount equal to 4% of a
      Participant’s Compensation in excess of the limitation contained in Code
      Section 401(a)(17) and make Corporation discretionary contributions to
      this Plan in a percentage equal to the percentage of discretionary
      contribution in the RSIP for the same period, if any, on the Participant’s
      Compensation in excess of the Code Section 401(a)(17)
    limit.

            


    

     

    
      	
              4.2  

            	
              Allocation of NQRSIP
      Benefit.  As of each Valuation Date, the Corporation will
      determine the amount of the contribution (Corporation’s matching
      contributions and discretionary contributions) due to each Participant and
      allocate that amount to each Participant’s Post-2004
      Subaccount.  For purposes of determining the income to be
      allocated to the Post-2004 Subaccount, the amount will be treated as if it
      is allocated to the same investment funds for the Corporation’s matching
      contributions and discretionary contributions that the Participant
      selected for the tax-qualified
RSIP.

            


    

     

    
      	
              4.3  

            	
              Valuation of
      Participant’s Post-2004 Subaccount.  As of each Valuation
      Date, a Participant’s Post-2004 Subaccount shall consist of the balance of
      the Post-2004 Subaccount as of the immediately preceding Valuation Date,
      plus the NQRSIP contribution credited for the quarter pursuant to Section
      4.1 plus adjustments for changes in the market value of the Participant’s
      elected investment fund, including any dividends that would have been
      payable on Harsco stock, that would have been purchased by the
      Corporation’s matching and/or discretionary contributions and credited to
      the RSIP on behalf of the Participant, but for the Code or ERISA
      limitations.

            


    

     

    
      	
              4.4  

            	
              Crediting Investment
      Returns.  As of each Valuation Date, each Participant’s
      Post-2004 Subaccount shall be increased or decreased, as applicable, by
      the investment return since the immediately preceding Valuation
      Date.  Investment return shall be credited at the investment
      return rate adjusted for any contributions, to be credited for such
      period.  Investment return for the period shall reflect the
      actual investment rate earned for the deemed investment elected by the
      Participant under the RSIP.  Until a Participant or his or her
      Beneficiary receives a distribution of his or her Post-2004 Subaccount,
      the unpaid balance shall be adjusted for the investment
      return.

            


    

    
      
         

      

      
        -6-

        
          

        

      

      
         

      

    

     

    ARTICLE
V

    


     

    Non-Qualified RSIP Benefit
Distributions

     

    
      	
              5.1  

            	
              Payment of Post-2004
      Subaccount upon Termination, Retirement, or Change In
      Control.  Upon the Separation from Service (subject to
      paragraph 8.5) or Retirement of a Participant, or the occurrence of a
      Change In Control, the Corporation shall pay to the Participant or his or
      her Beneficiary a benefit equal to the balance of his or her Post-2004
      Subaccount as of the Valuation Date coincident with or immediately prior
      to the Participant’s Separation from Service or Retirement, or the
      occurrence of a Change In Control.  This payment shall be made
      in a cash lump sum on the first business day of the seventh calendar month
      following the calendar month in which the Participant experiences a
      Separation from Service or Retirement, or the occurrence of a Change In
      Control.

            


    

     

    
      	
              5.2  

            	
              Payment of Benefits to
      Beneficiary.  If the Participant dies while an employee
      of the Corporation or prior to receiving payment under Section 5.1, his or
      her Post-2004 Subaccount balance shall be payable to his or her
      Beneficiary within ninety (90) days after the date of the Participant’s
      death.

            


    

    
      
         

      

      
        -7-

        
          

        

      

      
         

      

    

     

    ARTICLE
VI

    


     

    Administration

     

    
      	
              6.1  

            	
              Administration of the
      Plan.  The Plan shall be administered by the Committee,
      referred to herein as the Administrator. Members of the Committee, if
      otherwise eligible, shall be eligible to participate in the Plan, but no
      such member shall be entitled to make decisions solely with respect to his
      or her participation.  The Administrator shall be vested with
      full authority to make, administer and interpret such rules and
      regulations as it deems necessary to administer the Plan.  Any
      determination, decision or action of the Administrator in connection with
      the construction, interpretation, administration or application of the
      Plan shall be final, conclusive and binding upon all Participants and any
      and all person claiming under or through any Participant.  The
      Administrator shall have the authority
to:

            


    

     

    
      	
              (a)  

            	
              Employ
      agents to perform services on behalf of the Committee and to authorize the
      payment of reasonable compensation for the performance of such
      services.

            


    

     

    
      	
              (b)  

            	
              Delegate
      to the Pension Committee the authority to perform administrative duties
      otherwise reserved to the Administrator
herein.

            


    

     

    
      	
              6.2  

            	
              Cost of Administering
      the Plan.  The Corporation shall bear all of the costs of
      administration of the Plan.

            


    

     

    
      	
              6.3  

            	
              Agents.  The
      Committee, from time to time, may employ an individual or individuals as
      agents and delegate to them such administrative duties as it sees fit, and
      may from time to time consult with counsel who may be counsel to the
      Corporation.

            


    

     

    
      	
              6.4  

            	
              Indemnification of the
      Committee.  The Corporation shall indemnify and hold
      harmless the members of the Committee against any and all claims, loss,
      damage, expense or liability arising from any action or failure to act
      with respect to the Plan, except in the case of gross negligence or
      willful misconduct by any such member of the
  Committee.

            


    

    
      
         

      

      
        -8-

        
          

        

      

      
         

      

    

     

    ARTICLE
VII

    


     

    Amendment and
Termination

     

    
      	
              7.1  

            	
              Amendment.  The
      Corporation, acting through the Board or a committee thereof, may at any
      time amend this Plan, in whole or in part, by an instrument in writing,
      executed by the Board or a committee thereof; provided, however, that no
      amendment shall be made which would have the effect of decreasing any
      Participant’s Account determined just prior to the
      amendment.  Written notice of any amendment or other action with
      respect to the Plan shall be given to each
  Participant.

            


    

     

    
      	
              7.2  

            	
              Termination.  The
      Corporation, acting through its Board or a committee thereof, may at any
      time terminate this Plan by an instrument in writing executed by the Board
      or its designee.  Upon termination of the Plan, the Committee
      shall take those actions necessary to administer any Accounts existing
      prior to the effective date of the termination; provided,
      however:

            


    

     

    
      	
              (a)  

            	
              no
      such termination shall be made which would have the effect of decreasing
      any Participant’s Account, as it existed as of the day before the
      effective date of such termination.

            


    

     

    
      	
              (b)  

            	
              the
      Corporation, by action of its Board or a committee thereof, may elect to
      accelerate all distributions at the time it elects to terminate the Plan;
      provided, however, that with respect to a Participant’s Post-2004
      Subaccount, distributions may be accelerated only to the extent such
      acceleration is permitted under Treasury
      Regulation section 1.409A-3(j)(4)(ix).

            


    

    
      
         

      

      
        -9-

        
          

        

      

      
         

      

    

     

    ARTICLE
VIII

     

     

    Miscellaneous

     

    
      	
              8.1  

            	
              No Right of
      Employment.  Nothing in the Plan shall be deemed to grant
      a Participant any rights other than those specifically outlined in the
      Plan.  Nothing in the Plan shall be deemed to create any right
      of, or contract for, employment between a Participant and the
      Corporation.

            


    

     

    
      	
              8.2  

            	
              Withholding.  The
      Corporation may deduct, with respect to any payments due or benefits
      accrued under this Plan, any taxes required to be withheld by Federal,
      state or local governments.

            


    

     

    
      	
              8.3  

            	
              Non-Assignability of
      Benefits.  Neither the Participant nor any Beneficiary
      shall have the power to transfer, assign, anticipate, modify or otherwise
      encumber in advance any of the payments that may become due hereunder; nor
      shall any such payments be subject to attachment, garnishment or
      execution, or be transferable by operation of law in event of bankruptcy,
      insolvency or otherwise.

            


    

     

    
      	
              8.4  

            	
              Unfunded
      Status.  Any provision for payments hereunder shall be by
      means of bookkeeping entries on the books of the Corporation and shall not
      create in the Participant or his or her Beneficiary any right to, or claim
      against any specific assets of the Corporation, nor result in the creation
      of any trust or escrow account for the Participant or
      Beneficiary.  A Participant or Beneficiary entitled to any
      payment of benefits hereunder shall be a general creditor of the
      Corporation.

            


    

     

    
      	
              8.5  

            	
              Forfeiture on
      Termination For Cause.  Notwithstanding any provision to
      the contrary (including the acceleration of vesting and payment provisions
      relating to Change In Control), if any Participant is terminated for
      cause, all benefits hereunder shall be forfeited and the Corporation shall
      have no further obligation to the Participant (or his or her Beneficiary)
      hereunder.  For purposes of this Plan, “cause” means (i) an act
      or acts of personal dishonesty taken by the Participant and intended to
      result in substantial personal enrichment of the Participant at the
      expense of the Corporation, (ii) repeated violations by the Participant of
      the Participant’s obligations under the Participant’s employment agreement
      where applicable which are demonstrably willful and deliberate on the
      Participant’s part and which are not remedied in a reasonable period of
      time after receipt of written notice from the Corporation or (iii) the
      conviction of the Participant of a
felony.

            


    

     

    
      	
              8.6  

            	
              Gender and
      Number.  As used herein the masculine pronoun shall
      include the feminine and neuter genders, the singular shall include the
      plural, and the plural the singular, unless the context clearly indicates
      a different meaning.

            


    

     

    
      	
              8.7  

            	
              Controlling
      Law.  This Plan and the respective rights and obligations
      of the Corporation and the Participants and Beneficiaries, except to the
      extent otherwise provided by Federal law, shall be construed under the law
      of the Commonwealth of
Pennsylvania.

            


    

    
      
         

      

      
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              8.8  

            	
              Successors.  The
      provisions of this Plan shall bind and inure to the benefit of the
      Corporation and its respective successors and assigns.  The
      terms successors as used herein shall include any corporate or other
      business entity which shall, whether by merger, consolidation, purchase or
      otherwise, acquire all or substantially all of the business and assets of
      the Corporation.

            


    

     

    
      	
              8.9  

            	
              Code Section
      409A.  To the extent applicable, it is intended that this
      Plan comply with the provisions of Code Section
      409A.  References to Code Section 409A shall include any
      proposed, temporary or final regulation, or any other guidance,
      promulgated with respect to such section by the U.S. Department of the
      Treasury or the Internal Revenue Service.  This Plan shall be
      administered and interpreted in a manner consistent with this
      intent.  If any provision of this Plan is susceptible of two
      interpretations, one of which results in the compliance of the Plan with
      Code Section 409A and the applicable Treasury Regulations, and one of
      which does not, then the provision shall be given the interpretation that
      results in compliance with Code Section 409A and the applicable Treasury
      Regulations.  Notwithstanding the foregoing or any other
      provision of this Plan to the contrary, neither the Corporation nor any of
      its subsidiaries or affiliates shall be deemed to guarantee any particular
      tax result for any Participant, spouse, or beneficiary with respect to any
      payments provided hereunder.

            


    

     

    


     

    
      	
              /S/
      Gerald Vinci

            	 
      	
              /S/
      Mark E. Kimmel

            
	
              Gerald
      Vinci

            	 
      	
              Mark
      E. Kimmel

            
	
              Vice
      President, Human Resources Americas

            	 
      	
              General
      Counsel and Corporate Secretary

            
	 
      	 
      	 
      
	
              12/22/08

            	 
      	
              12/22/08

            
	
              Date

            	 
      	
              Date

            


    

    


    
      
         

      

      
        -11-