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


    EXHIBIT
10(d)

     

    HARSCO
CORPORATION

     

    CHANGE IN CONTROL SEVERANCE
AGREEMENT

     

    This
AGREEMENT is by and between Harsco Corporation, a Delaware corporation (the
“Company”), and __________________ (the “Executive”), dated as of the 31st day of
December, 2008.

     

    WHEREAS,
the Company recognizes that the current business environment makes it difficult
to attract and retain highly-qualified executives unless a certain degree of
security can be offered to such executives against organizational and personnel
changes which frequently follow Changes in Control (as defined below) of a
corporation; and

     

    WHEREAS,
the Board of Directors recognizes the long and valued service which the
Executive has provided as an officer of Harsco and considers the Executive to be
an important resource which the Company desires to retain; and

     

    WHEREAS,
the Company desires to assure fair treatment of its key executives in the event
of a Change in Control and to allow them to make critical career decisions
without undue time pressure and financial uncertainty, thereby increasing their
willingness to remain with the Company notwithstanding the outcome of a possible
Change in Control transaction; and

     

    WHEREAS,
the Company recognizes that its key executives will be involved in evaluating or
negotiating any offers, proposals, or other transactions which could result in
Changes in Control of the Company and believes that it is in the best interests
of the Company and its shareholders that such key executives be in a position,
free from personal financial and employment considerations, to be able to assess
objectively and pursue aggressively the interests of the Company’s shareholders
in making these evaluations and carrying on such negotiations; and

     

    WHEREAS,
the Board of Directors (the “Board”) of the Company believes it is essential to
provide the Executive with compensation arrangements upon a Change in Control
which provide the Executive with individual financial security and which are
competitive with those of other corporations, and in order to accomplish these
objectives, the Board has caused the Company to enter into this Agreement;
and

     

    WHEREAS,
the Company and the Executive have previously entered into an agreement, dated
_____________ (the “Prior Agreement”) regarding compensation to be paid to the
Executive in certain circumstances, including following a Change in Control;
and

     

    WHEREAS,
the Company and the Executive desire to replace and supersede the Prior
Agreement with this Agreement;

     

    NOW
THEREFORE, the parties, for good and valuable consideration and intending to be
legally bound, agree as follows:

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      	
              1.  

            	
              Certain
      Definitions.

            


    

     

    
      	
              (a)  

            	
              The
      “Term of the Agreement” is the period commencing on the date hereof and
      ending on the third anniversary of such date provided, however, that
      (i) commencing on the date one year after the date hereof, and on each
      annual anniversary of such date (such date and each annual anniversary
      thereof is hereinafter referred to as the “Renewal Date”), the Term of the
      Agreement shall be automatically extended so as to terminate three years
      from such Renewal Date, unless at least 60 days prior to the Renewal Date
      the Company shall give notice that the Term of the Agreement shall not be
      so extended; and (ii) if a Change in Control occurs during the Term of the
      Agreement, the Term of the Agreement will expire on the last day of the
      Protection Period (as defined herein); and (iii) if, prior to a Change in
      Control, the Executive ceases for any reason to be an officer of the
      Company, thereupon without action, the Term of the Agreement shall be
      deemed to have expired and this Agreement will immediately terminate and
      be of no further effect.

            


    

     

    
      	
              (b)  

            	
              The
      “Effective Date” shall be the first date during the “Term of the
      Agreement” as defined in Section 1(a) on which a Change in Control
      occurs.  Anything in this Agreement to the contrary
      notwithstanding, if the Executive’s employment with the Company terminates
      prior to the date on which a Change in Control occurs, and the Executive
      reasonably demonstrates that such termination (1) was at the request of a
      third party who has taken steps reasonably calculated to effect a Change
      in Control or (2) otherwise arose in connection with or anticipation of a
      Change in Control, then for all purposes of this Agreement the “Effective
      Date” shall mean the date immediately prior to the date of such
      termination of employment.

            


    

     

    
      	
              (c)  

            	
              A
      reference herein to a section of the Internal Revenue Code of 1986, as
      amended (the “Code”) or a subsection thereof shall be construed to
      incorporate reference to any section or subsection of the Code enacted as
      a successor thereto, any applicable proposed, temporary or final
      regulations promulgated pursuant to such sections and any applicable
      interpretation thereof by the Internal Revenue
  Service.

            


    

     

    
      	
              (d)  

            	
              “Present
      Value,” for purposes of this Agreement, shall be determined in accordance
      with Section 280G(d) (4) of the Code as of the date specified for such
      determination, applying a discount rate, compounded no less frequently
      than monthly, that is equivalent to the rate specified for such
      determination.

            


    

     

    
      	
              (e)  

            	
              “Employee
      Benefits” and “Employee Benefit Plans” means the perquisites, benefits and
      service credit for benefits as provided under any and all employee
      retirement income and welfare benefit policies, plans, programs or
      arrangements in which the Executive is entitled to participate, including
      without limitation any stock option, performance share, performance unit,
      stock purchase, stock appreciation, savings ,pension, supplemental
      executive retirement, or other retirement income or welfare benefit,
      deferred compensation, incentive compensation, group or other life,
      health, medical/hospital or other insurance (whether funded by actual
      insurance or self-insured by the Company), disability, salary
      continuation, expense reimbursement and other employee benefit policies,
      plans, programs or arrangements that may now exist or any equivalent
      successor policies, plans, programs or arrangements that may be adopted
      hereafter by the Company or any
successor.

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    
      	
              (f)  

            	
              A
      reference herein to a section of the Securities Exchange Act of 1934 (the
      “Exchange Act”) or any Rule promulgated thereunder shall be construed to
      incorporate reference to any section of the Exchange Act or any Rule
      enacted or promulgated as a successor
thereto.

            


    

     

    
      	
              2.  

            	
              Change in
      Control.  For the purpose of this Agreement, a “Change in
      Control” shall mean:

            


    

     

    
      	
              (a)  

            	
              The
      acquisition (other than from the Company) by any person, entity or
      “group,” within the meaning of Section 13(d)(3) or 14(d)(2) of the
      Exchange Act (a “Person”) (excluding, for
      this purpose, the Company or its subsidiaries, or any employee benefit
      plan of the Company or its subsidiaries which acquires beneficial
      ownership of voting securities of the Company) of beneficial ownership
      (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of
      20% or more of either the then outstanding shares of common stock or the
      combined voting power of the Company’s then outstanding voting securities
      entitled to vote generally in the election of directors (the “Voting
      Stock”); provided, however, that a
      Change in Control will not be deemed to have occurred if a Person becomes
      the beneficial owner of 20% or more of the Voting Stock as a result of a
      reduction in the number of shares of Voting Stock outstanding pursuant to
      a transaction or series of transactions that is approved by a majority of
      the Incumbent Board (as defined below) unless and until such Person
      thereafter becomes the beneficial owner of any additional shares of Voting
      Stock of the Company representing 1% or more of the then-outstanding
      Voting Stock of the Company, other than as a result of a stock dividend,
      stock split or similar transaction effected by the Company in which all
      holders of Voting Stock are treated equally;
or

            


    

     

    
      	
              (b)  

            	
              Individuals
      who, as of the date hereof, constitute the Board (the “Incumbent Board”)
      cease for any reason to constitute at least a majority of the Board,
      provided that any person becoming a director subsequent to the date hereof
      whose election, or nomination for election by the Company’s stockholders,
      or appointment, was approved by a vote of at least a majority of the
      directors then comprising the Incumbent Board (either by a specific vote
      or by approval of the proxy statement of the Company in which such person
      is named as a nominee for director, without objection to such nomination
      and other than an election or nomination of an individual whose initial
      assumption of office is in connection with an actual or threatened
      election contest relating to the election of the directors of the Company,
      as such terms are used in Rule 14a-11 of Regulation 14A promulgated under
      the Exchange Act) shall be, for purposes of this Agreement, considered as
      though such person were a member of the Incumbent Board;
  or

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    
      	
              (c)  

            	
              The
      consummation of a reorganization, merger or consolidation, or sale or
      other disposition of all or substantially all of the assets of the Company
      or the acquisition of the stock or assets of another corporation or other
      transaction (each, a “Business Transaction”) with respect to which, in any
      such case, the persons who were the stockholders of the Company
      immediately prior to such Business Transaction do not, immediately
      thereafter, own more than 50% of the combined voting power entitled to
      vote in the election of directors of the entity resulting from such
      Business Transaction; or

            


    

     

    
      	
              (d)  

            	
              Approval
      by the stockholders of the Company of a liquidation or dissolution of the
      Company or of the sale of all or substantially all the assets of the
      Company.

            


    

     

    Notwithstanding
the foregoing, in the event payment to the Executive under this Agreement is
triggered by a Change in Control (as opposed to the Executive's termination of
employment following a Change in Control), Section 2(a) shall be modified by the
substitution of "30%" for "20%" wherever such term appears in said Section 2(a)
and Section 2(b) shall be modified by the insertion of the words "During any
period of two consecutive calendar years" at the beginning of said Section
2(b).

     

    
      	
              3.  

            	
              Protection
      Period.  The Company hereby agrees to continue the
      Executive in its employ, and the Executive hereby agrees to remain in the
      employ of the Company, for the period commencing on the Effective Date and
      ending on the earlier to occur of (a) the third anniversary of such date;
      or (b) the date that this Agreement otherwise terminates, as provided
      herein (the “Protection Period”).

            


    

     

    
      	
              4.  

            	
              Terms of Employment
      During Protection Period.

            


    

     

    
      	
              (a)  

            	
              Position and
      Duties.

            


    

     

    
      	
              (i)  

            	
              During
      the Protection Period, (A) the Executive’s position (including status,
      offices, titles and reporting requirements), authority, duties and
      responsibilities shall be at least commensurate in all material respects
      with the most significant of those held, exercised and assigned at any
      time during the 90-day period immediately preceding the Effective Date and
      (B) the Executive’s services shall be performed at the location where the
      Executive was employed immediately preceding the Effective Date or any
      office or location less than twenty-five (25) miles from such
      location.

            


    

     

    
      	
              (ii)  

            	
              During
      the Protection Period, and excluding any periods of vacation and sick
      leave to which the Executive is entitled, the Executive agrees to devote
      reasonable attention and time during normal business hours to the business
      and affairs of the Company and, to the extent necessary to discharge the
      responsibilities assigned to the Executive hereunder, to use the
      Executive’s reasonable best efforts to perform faithfully and efficiently
      such responsibilities.  During the Protection Period it shall
      not be a 

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    
       

      
        	
                  

              	
                violation
      of this Agreement for the Executive to (A) serve on corporate, civic or
      charitable boards or committees, (B) deliver lectures, fulfill speaking
      engagements or teach at educational institutions and (C) manage personal
      investments, so long as such activities do not significantly interfere
      with the performance of the Executive’s responsibilities as an employee of
      the Company in accordance with this Agreement.  It is expressly
      understood and agreed that to the extent that any such activities have
      been conducted by the Executive prior to the Effective Date, the continued
      conduct of such activities (or the conduct of activities similar in nature
      and scope thereto) subsequent to the Effective Date shall not thereafter
      be deemed to interfere with the performance of the Executive’s
      responsibilities to the
Company.

              


      

    

     

     

    
      	
              (b)  

            	
              Compensation.

            


    

     

    
      	
              (i)  

            	
              Base
      Salary.  During the Protection Period, the Executive
      shall receive a base salary (“Base Salary”) at a monthly rate at least
      equal to the highest monthly base salary paid or payable to the Executive
      by the Company during the twelve-month period immediately preceding the
      month in which the Effective Date occurs.  During the Protection
      Period, the Base Salary shall be reviewed at least annually and shall be
      increased at any time and from time to time as shall be substantially
      consistent with increases in base salary awarded in the ordinary course of
      business to other key executives of the Company and its
      subsidiaries.  Any increase in Base Salary shall not serve to
      limit or reduce any other obligation to the Executive under this
      Agreement.  Base Salary shall not be reduced after any such
      increase.

            


    

     

    
      	
              (ii)  

            	
              Annual
      Bonus.  In addition to Base Salary, the Executive shall
      be awarded, for each fiscal year ending during the Protection Period, an
      annual bonus (an “Annual Bonus”) (either pursuant to the Incentive
      Compensation Plan of the Company or otherwise) in cash at least equal to
      the average annual cash incentive payments received by the Executive from
      the Company and its subsidiaries in respect of the three fiscal years
      immediately preceding the fiscal year in which the Effective Date
      occurs.  Upon termination of the Protection Period, the Company
      shall pay the Executive an Annual Bonus for the year in which termination
      occurs, prorated to the end of the Protection Period.  Such
      annual Bonus shall be paid in the calendar year following the calendar
      year in which the amounts are earned, but in no event later than 2-1/2
      months after the end of the calendar year in which such amounts are
      earned.

            


    

     

    
      	
              (iii)  

            	
              Incentive, Savings and
      Retirement Plans.  In addition to Base Salary and Annual
      Bonus payable as hereinabove provided, the Executive shall be entitled to
      participate during the Protection Period in all incentive, savings,
      pension supplemental executive retirement, and other retirement plans,
      deferred compensation plans, stock option plans and other equity and
      

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    
       

      
        	
                  

              	
                long-term
      incentive plans and other plans, practices, policies and programs
      applicable to other key executives of the Company and its subsidiaries
      (including, without limitation, the Company’s Incentive Compensation Plan,
      its Savings Plan and its Supplemental Executive Retirement Plan), in each
      case providing benefits which are the economic equivalent to those
      currently in effect or as subsequently amended.  Such plans,
      practices, policies and programs, in the aggregate, shall provide the
      Executive with compensation, benefits and reward opportunities at least as
      favorable as the most favorable of such compensation, benefits and reward
      opportunities provided by the Company for the Executive under such plans,
      practices, policies and programs as in effect at any time during the
      90-day period immediately preceding the Effective Date or, if more
      favorable to the Executive, as provided at any time thereafter with
      respect to other key executives of the Company and its
      subsidiaries.

              


      

       

    

    
      	
              (iv)  

            	
              Welfare Benefit
      Plans.  During the Protection Period, the Executive
      and/or the Executive’s family, as the case may be, shall be eligible for
      participation in, and shall receive all benefits under, welfare benefit
      plans, practices, policies and programs provided by the Company and its
      subsidiaries (including, without limitation, medical, prescription,
      dental, disability, salary continuance, employee life, group life,
      accidental death and travel accident insurance plans and programs), at
      least as favorable as the most favorable of such plans, practices,
      policies and programs in effect at any time during the 90-day period
      immediately preceding the Effective Date or, if more favorable to the
      Executive and/or the Executive’s family, as in effect at any time
      thereafter with respect to other key executives of the Company and its
      subsidiaries.

            


    

     

    
      	
              (v)  

            	
              Expenses.  During
      the Protection Period, the Executive shall be entitled to an office or
      offices of a size and with furnishings and other appointments, and to
      secretarial and other assistance, at least equal to the most favorable of
      the foregoing provided to the Executive by the Company and its
      subsidiaries at any time during the 90-day period immediately preceding
      the Effective Date or, if more favorable to the Executive, as provided at
      any time thereafter with respect to other key executives of the Company
      and its subsidiaries.

            


    

     

    
      	
              (vi)  

            	
              Vacation.  During
      the Protection Period, the Executive shall be entitled to paid vacation
      and holidays in accordance with the most favorable plans, policies,
      programs and practices of the Company and its subsidiaries as in effect at
      any time during the 90-day period immediately preceding the Effective Date
      or, if more favorable to the Executive, as in effect at any time
      thereafter with respect to other key executives of the Company and its
      subsidiaries.

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    
      	
              5.  

            	
              Certain Terms Relating
      to Termination.

            


    

     

    
      	
              (a)  

            	
              Disability.  If
      the Company determines in good faith that the Disability of the Executive
      has occurred (pursuant to the definition of “Disability” set forth below)
      during the Protection Period, it may give to the Executive written notice
      of its intention to terminate the Executive’s employment.  In
      such event, the Executive’s employment with the Company shall terminate
      effective on the 30th day after receipt of such notice by the Executive
      (the “Disability Effective Date”), provided that, within the 30 days after
      such receipt, the Executive shall not have returned to full-time
      performance of the Executive’s duties.  For purposes of this
      Agreement, “Disability” means disability which, at least 26 weeks after
      its commencement, is determined to be total and permanent by a physician
      selected by the Company or its insurers and acceptable to the Executive or
      the Executive’s legal representative (such agreement as to acceptability
      not to be withheld unreasonably).

            


    

     

    
      	
              (b)  

            	
              Cause.  During
      the Protection Period, the Company may terminate the Executive’s
      employment for “Cause.”  For purposes of this Agreement, “Cause”
      means (i) an act or acts of personal dishonesty taken by the Executive and
      intended to result in substantial personal enrichment of the Executive at
      the expense of the Company, (ii) repeated violations by the Executive of
      the Executive’s obligations under Section 4(a) of this Agreement which are
      demonstrably willful and deliberate on the Executive’s part and which are
      not remedied in a reasonable period of time after receipt of written
      notice from the Company or (iii) the conviction of the Executive of a
      felony.

            


    

     

    
      	
              (c)  

            	
              Good
      Reason.  Notwithstanding anything to the contrary
      contained herein, during the Protection Period, the Executive’s employment
      may be terminated by the Executive for Good Reason.  For
      purposes of this Agreement, “Good Reason”
means:

            


    

     

    
      	
              (i)  

            	
              the
      assignment to the Executive of any duties inconsistent in any respect with
      the Executive’s position (including status, offices, titles and reporting
      requirements), authority, duties or responsibilities as contemplated by
      Section 4(a) of this Agreement, or any other action by the Company which
      results in a diminution in such position, authority, duties or
      responsibilities, excluding for this purpose an isolated, insubstantial
      and inadvertent action not taken in bad faith and which is remedied by the
      Company promptly after receipt of notice thereof given by the
      Executive;

            


    

     

    
      	
              (ii)  

            	
              any
      failure by the Company to comply with any of the provisions of Section
      4(b) of this Agreement, other than an isolated, insubstantial and
      inadvertent failure not occurring in bad faith and which is remedied by
      the Company promptly after receipt of notice thereof given by the
      Executive;

            


    

     

    
      	
              (iii)  

            	
              the
      Company’s requiring the Executive to be based at any office or location
      other than that described in Section 4(a)(i)(B) hereof, except for travel
      reasonably required in the performance of the Executive’s
      responsibilities;

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    
      	
              (iv)  

            	
              any
      purported termination by the Company of the Executive’s employment
      otherwise than as expressly permitted by this Agreement;
  or

            


    

     

    
      	
              (v)  

            	
              any
      failure by the Company to comply with and satisfy Section 12(c) of this
      Agreement.

            


    

     

    For
purposes of this Section 5(c), any good faith determination of “Good Reason”
made by the Executive shall be conclusive.  Anything in this Agreement
to the contrary notwithstanding, a termination by the Executive for any reason
during the 30-day period immediately following the first anniversary of the
Effective Date shall be deemed to be a termination for Good Reason for all
purposes of this Agreement.

     

    
      	
              (d)  

            	
              Notice of
      Termination.  Any termination of the Executive’s
      employment by the Company for Cause or by the Executive for Good Reason
      shall be communicated by Notice of Termination to the other party hereto
      given in accordance with Section 13(b) of this Agreement.  For
      purposes of this Agreement, a “Notice of Termination” means a written
      notice which (i) indicates the specific termination provision in this
      Agreement relied upon, (ii) sets forth in reasonable detail the facts and
      circumstances claimed to provide a basis for termination of the
      Executive’s employment under the provision so indicated and (iii) if the
      Date of Termination (as defined below) is other than the date of receipt
      of such notice, specifies the termination date (which date shall be not
      more than fifteen (15) days after the giving of such
      notice).  The failure by the Executive to set forth in the
      Notice of Termination any fact or circumstance which contributes to a
      showing of Good Reason shall not waive any right of the Executive
      hereunder or preclude the Executive from asserting such fact or
      circumstance in enforcing his rights
hereunder.

            


    

     

    
      	
              (e)  

            	
              Date of
      Termination.  “Date of Termination” means the date on
      which Executive incurs a “separation from service” within the meaning of
      Section 409A of the Code.

            


    

     

    
      	
              6.  

            	
              Obligations of the
      Company upon Termination During the Protection
    Period.

            


    

     

    
      	
              (a)  

            	
              Death.  If
      the Executive’s employment is terminated during the Protection Period by
      reason of the Executive’s death, this Agreement shall terminate without
      further obligations under this Agreement to the Executive’s
      representatives, other than those obligations accrued or earned and vested
      (if applicable) by the Executive as of the Date of Termination, including,
      for this purpose (i) the Executive’s full Base Salary through the Date of
      Termination at the rate in effect on the Date of Termination or, if
      higher, at the highest rate in effect at any time from the 90-day period
      preceding the Effective Date through the Date of Termination (the “Highest
      Base Salary”), (ii) the product of the Annual Bonus paid to the Executive
      for the last full fiscal year and a fraction, the numerator of which is
      the number of days in the current fiscal year through the Date of
      Termination, and the denominator of which is 365 and (iii) any
      compensation previously deferred by


            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    
       

      
        	
                  

              	
                the
      Executive (together with any accrued interest thereon) and not yet paid by
      the Company and any accrued vacation pay not yet paid by the Company (such
      amounts specified in clauses (i), (ii) and (iii) are hereinafter referred
      to as “Accrued Obligations”).  All such Accrued Obligations
      shall be paid to the Executive’s estate or beneficiary, as applicable, in
      a lump sum in cash within 30 days of the Date of
      Termination.  Anything in this Agreement to the contrary
      notwithstanding, the Executive’s family shall be entitled to receive
      Employee Benefits at least equal to the most favorable Employee Benefits
      provided by the Company and any of its subsidiaries to surviving families
      of executives of the Company and such subsidiaries under such Employee
      Benefit Plans relating to family death benefits, if any, in accordance
      with the most favorable Employee Benefit Plans of the Company and its
      subsidiaries in effect at any time during the 90-day period immediately
      preceding the Effective Date or, if more favorable to the Executive and/or
      the Executive’s family, as in effect on the date of the Executive’s death
      with respect to other key executives of the Company and its subsidiaries
      and their families.

              


      

    

     

     

    
      	
              (b)  

            	
              Disability.  If
      the Executive’s employment is terminated during the Protection Period by
      reason of the Executive’s Disability, this Agreement shall terminate
      without further obligations to the Executive, other than those obligations
      accrued or earned and vested (if applicable) by the Executive as of the
      Date of Termination, including for this purpose, all Accrued
      Obligations.  All such Accrued Obligations shall be paid to the
      Executive in a lump sum in cash within 30 days of the Date of
      Termination.  Anything in this Agreement to the contrary
      notwithstanding, the Executive shall be entitled after the Disability
      Effective Date to receive disability and other Employee Benefits at least
      equal to the most favorable of those provided by the Company and its
      subsidiaries to disabled executives and/or their families in accordance
      with such Employee Benefit Plans relating to disability, if any, of the
      Company and its subsidiaries in effect at any time during the 90-day
      period immediately preceding the Effective Date or, if more favorable to
      the Executive and/or the Executive’s family, as in effect at any time
      thereafter with respect to other key executives of the Company and its
      subsidiaries and their families.

            


    

     

    
      	
              (c)  

            	
              Cause; Other than for
      Good Reason.  If the Executive’s employment shall be
      terminated during the Protection Period for Cause, this Agreement shall
      terminate without further obligations to the Executive, other than the
      obligation to pay to the Executive the Highest Base Salary through the
      Date of Termination plus the amount of any compensation previously
      deferred by the Executive (together with accrued interest thereon as
      provided under the terms of any agreement providing for the deferral of
      such compensation).  If the Executive terminates employment
      during the Protection Period other than for Good Reason (including by
      reason of retirement), this Agreement shall terminate without further
      obligations to the Executive, other than those obligations accrued or
      earned and vested (if applicable) by the Executive through the Date of
      Termination, including for this purpose, the Executive’s Base Salary
      through the Date of Termination at the rate in effect on the Date of
      Termination plus the amount of any compensation


            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      
        	
                  

              	
                previously
      deferred by the Executive (together with accrued interest thereon as
      provided under the terms of any agreement providing for the deferral of
      such compensation).  Subject to Section 7, all such amounts
      under this Section 6(c) shall be paid to the Executive in a lump sum in
      cash within 90 days of the Date of
Termination.

              


      

       

    

    
      	
              (d)  

            	
              Good Reason; Other
      than for Cause, Disability or
Death.

            


    

     

    
      	
              (i)  

            	
              If,
      during the Protection Period, the Company shall terminate the Executive’s
      employment other than for Cause, Disability, or death or if the Executive
      shall terminate his employment for Good Reason, the Company shall pay to
      the Executive the aggregate of the following
  amounts:

            


    

     

    
      	
              (A)  

            	
              the
      Executive’s full base salary and vacation pay accrued (for vacation not
      taken) through the Date of Termination at the rate in effect at the time
      of the Date of Termination plus pro-rated incentive
      compensation under the Company’s annual incentive compensation plan
      through the Date of Termination at the same percentage rate (i.e.,
      percentage of the Executive’s previous year-end salary) applicable to the
      calendar year immediately prior to the Date of Termination, plus all other
      amounts to which the Executive is entitled under any compensation plan,
      program, practice or policy of the Company in effect at the time such
      payments are due; and

            


    

     

    
      	
              (B)  

            	
              in
      the event any compensation has been previously deferred by the Executive,
      all amounts previously deferred (together with any accrued interest
      thereon pursuant to the terms of any agreement providing for the deferral
      of such compensation) and not yet paid by the Company;
  and

            


    

     

    
      	
              (C)  

            	
              a
      lump sum severance payment in an amount equal to three times the
      Executive’s Base Salary.

            


    

     

    Subject
to Section 7 hereof, such payment will be made in a lump sum in cash within 90
days after the Date of Termination, provided, however, that in the event
Executive’s termination of employment occurs prior to a Change in Control,
payment will be made within 90 days after the Change in Control.

     

    
      	
              (ii)  

            	
              Notwithstanding
      the provisions of Section 6(d)(i), no payments shall be made under Section
      6(d)(i) if the Executive declines to sign and return the Company’s
      standard release agreement (the “Release Agreement”) within the time
      period that the Company determines is required under applicable law, but
      in no event more than 45 days following delivery of the Release Agreement,
      or revokes such Release Agreement during the waiting period required by
      law, provided that the Company delivers to the Executive such Release
      Agreement within seven days of the Executive’s Date of
      Termination.

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    
      	
              7.  

            	
              Delayed Payments to
      Specified Employees.  Notwithstanding any provision of
      this Agreement to the contrary, if the Executive is a “specified employee”
      (within the meaning of Section 409A and determined pursuant to the
      identification methodology selected by the Company from time to time) on
      his Date of Termination and if any portion of the payments or benefits to
      be received by the Executive upon separation from service (within the
      meaning of Section 409A) would be considered deferred compensation (within
      the meaning of Section 409A) the payment or provision of which is required
      to be delayed pursuant to the six-month delay rule set forth in Section
      409A in order to avoid taxes or penalties under Section 409A, then the
      Company will not pay or provide the amount or benefit on the otherwise
      scheduled date, but such payments or benefits will instead be accumulated
      and paid or made available on the earlier of (i) the first day of the
      seventh month following the date of the Executive’s Date of Termination
      and (ii) the Executive’s death.  Any remaining payments and
      benefits due under this Agreement shall be paid or provided in accordance
      with the normal payment dates specified for them
  herein.

            


    

     

    
      	
              8.  

            	
              Non-exclusivity of
      Rights.  Nothing in this Agreement shall prevent or limit
      the Executive’s continuing or future participation in any benefit, bonus,
      incentive or other plans, programs, policies or practices, provided by the
      Company or any of its subsidiaries and for which the Executive may
      qualify, nor shall anything herein limit or otherwise affect such rights
      as the Executive may have under any stock option or other agreements with
      the Company or any of its subsidiaries.  Amounts which are
      vested benefits or which the Executive is otherwise entitled to receive
      under any plan, policy, practice or program of the Company or any of its
      subsidiaries at or subsequent to the Date of Termination shall be payable
      in accordance with such plan, policy, practice or
  program.

            


    

     

    
      	
              9.  

            	
              Full
      Settlement.  Not later than the Effective Date, the
      Company will take appropriate steps, in form and substance satisfactory to
      the Executive, to ensure the Company’s financial ability to meet its
      financial obligations to the Executive under this Agreement through the
      escrowing of sufficient funds with a financially sound and reputable
      escrow agent, the securing of a letter of credit in favor of the Executive
      from a financially sound and reputable banking or financial institution,
      or other similar financial arrangement with an independent
      entity.  The Company’s obligation to make the payments provided
      for in this Agreement and otherwise to perform its obligations hereunder
      shall not be affected by any set-off, counterclaim, recoupment, defense or
      other claim, right or action which the Company may have against the
      Executive or others.  In no event shall the Executive be
      obligated to seek other employment or take any other action by way of
      mitigation of the amounts payable to the Executive under any of the
      provisions of this Agreement.  The Company agrees to pay, to the
      full extent permitted by law, all legal fees and expenses which the
      Executive may reasonably incur as a result of any contest (regardless of
      the outcome thereof) by the Company or others of the validity or
      enforceability of, or liability under, any provision of this Agreement or
      any guarantee of performance thereof (including as a result of any contest
      by the Executive about the amount of any payment pursuant to Section 10 of
      this Agreement), plus in each case interest at the applicable Federal rate
      provided for in Section 7872(f)(2) of the
Code.

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    
      	
              10.  

            	
              Reduction of Payments
      by the Company.

            


    

     

    
      	
              (a)  

            	
              Anything
      in this Agreement to the contrary notwithstanding, in the event it shall
      be determined that any payment or distribution by the Company to or for
      the benefit of the Executive (whether paid or payable or distributed or
      distributable pursuant to the terms of this Agreement or otherwise) (a
      “Payment”) would be nondeductible by the Company for Federal income tax
      purposes because of Section 280G of the Code, then the amounts payable or
      distributable to or for the benefit of the Executive pursuant to this
      Agreement (such payments or distributions pursuant to this Agreement are
      hereinafter referred to as “Agreement Payments”) shall be reduced in such
      a way that their aggregate Present Value shall be equal to the Reduced
      Amount.  The “Reduced Amount” shall be an amount expressed in
      Present Value which maximizes the aggregate present value of Agreement
      Payments without causing any Payment to be nondeductible by the Company
      because of Section 280G of the
Code.

            


    

     

    
      	
              (b)  

            	
              All
      determinations required to be made under this Section 10 shall be made by
      an independent accounting firm selected by the Company (the “Accounting
      Firm”) which shall provide detailed supporting calculations both to the
      Company and the Executive within 15 business days of the Date of
      Termination or such earlier time as is requested by the Company and, if
      requested by the Executive, an opinion that he has substantial authority
      not to report any excise tax on his Federal income tax return with respect
      to the Agreement Payments.  Any such determination by the
      Accounting Firm shall be binding upon the Company and the
      Executive.  The Company shall determine which and how much of
      the Agreement Payments shall be eliminated or reduced consistent with the
      requirements of this Section 10 and shall notify the Executive promptly of
      such determination.  Within five business days thereafter, the
      Company shall pay to or distribute to or for the benefit of the Executive
      such amounts as are then due to the Executive under this
      Agreement.

            


    

     

    
      	
              (c)  

            	
              As
      a result of the uncertainty in the application of Section 280G of the Code
      at the time of the initial determination by the Accounting Firm hereunder,
      it is possible that Agreement Payments will have been made by the Company
      which should not have been made (“Overpayment”) or that additional
      Agreement Payments which will not have been made by the Company could have
      been made (“Underpayment”), in each case, consistent with the calculations
      required to be made hereunder.  In the event that the Accounting
      Firm, based upon the assertion of a deficiency by the Internal Revenue
      Service against the Executive which the Accounting Firm believes has a
      high probability of success determines that an Overpayment has been made,
      any such Overpayment paid or distributed by the Company to or for the
      benefit of the Executive shall be repaid by the Executive to the Company
      together with interest at the applicable Federal rate provided for in
      Section 7872(f)(2) of the Code; provided, however, that
      no amount shall be payable by the Executive to the Company if and to the
      extent such deemed 

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    
       

      
        	
                  

              	
                payment
      would not either reduce the amount on which the Executive is subject to
      tax under Section 1 and Section 4999 of the Code or generate a refund of
      such taxes.  In the event that the Accounting Firm, based upon
      controlling precedent or other substantial authority, determines that an
      Underpayment has occurred, any such Underpayment shall be promptly paid by
      the Company to or for the benefit of the Executive together with interest
      at the applicable Federal rate provided for in Section 7872(f)(2) of the
      Code.

              


      

       

    

    
      	
              11.  

            	
              Confidential
      Information.  The Executive shall hold in a fiduciary
      capacity for the benefit of the Company all secret or confidential
      information, knowledge or data relating to the Company or any of its
      subsidiaries, and their respective businesses, which shall have been
      obtained by the Executive during the Executive’s employment by the Company
      or any of its subsidiaries and which shall not be or become public
      knowledge (other than by acts by the Executive or his representatives in
      violation of this Agreement).  After termination of the
      Executive’s employment with the Company, the Executive shall not, without
      the prior written consent of the Company, communicate or divulge any such
      information, knowledge or data to anyone other than the Company and those
      designated by it.  In no event shall an asserted violation of
      the provisions of this Section 11 constitute a basis for deferring or
      withholding any amounts otherwise payable to the Executive under this
      Agreement.

            


    

     

    
      	
              12.  

            	
              Successors.

            


    

     

    
      	
              (a)  

            	
              This
      Agreement is personal to the Executive and without the prior written
      consent of the Company shall not be assignable by the Executive otherwise
      than by will or the laws of descent and distribution.  This
      Agreement shall inure to the benefit of and be enforceable by the
      Executive’s legal representatives.

            


    

     

    
      	
              (b)  

            	
              This
      Agreement shall inure to the benefit of and be binding upon the Company
      and its successors and assigns.

            


    

     

    
      	
              (c)  

            	
              The
      Company will require any successor (whether direct or indirect, by
      purchase, merger, consolidation or otherwise) to all or substantially all
      of the business and/or assets of the Company to assume expressly and agree
      to perform this Agreement in the same manner and to the same extent that
      the Company would be required to perform it if no such succession had
      taken place.  As used in this Agreement, “Company” shall mean
      the Company as hereinbefore defined and any successor to its business
      and/or assets as aforesaid which assumes and agrees to perform this
      Agreement by operation of law or
otherwise.

            


    

     

    
      	
              13.  

            	
              Miscellaneous.

            


    

     

    
      	
              (a)  

            	
              This
      Agreement shall be governed by and construed in accordance with the laws
      of the State of Delaware, without reference to principles of conflict of
      laws.  The captions of this Agreement are not part of the
      provisions hereof and shall have no force or effect.  This
      Agreement may not be amended or modified otherwise than by a written
      agreement executed by the parties hereto or their respective successors
      and legal representatives.

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    
      	
              (b)  

            	
              All
      notices and other communications hereunder shall be in writing and shall
      be given by hand delivery to the other party or by registered or certified
      mail, return receipt requested, postage prepaid, addressed as
      follows:

            


    

     

    If to the
Executive:

     

    __________________

    __________________

    __________________

     

    If to the
Company:

    Harsco
Corporation

    350
Poplar Church Road

    Camp
Hill, PA  17011

    Attention:  Chief
Operating Officer

     

    or to
such other address as either party shall have furnished to the other in writing
in accordance herewith.  Notice and communications shall be effective
when actually received by the addressee.

     

    
      	
              (c)  

            	
              The
      invalidity or unenforceability of any provision of this Agreement shall
      not affect the validity or enforceability of any other provision of this
      Agreement.

            


    

     

    
      	
              (d)  

            	
              The
      Company may withhold from any amounts payable under this Agreement such
      Federal, state or local taxes as shall be required to be withheld pursuant
      to any applicable law or
regulation.

            


    

     

    
      	
              (e)  

            	
              The
      Executive’s failure to insist upon strict compliance with any provision
      hereof shall not be deemed to be a waiver of such provision or any other
      provision thereof.

            


    

     

    
      	
              (f)  

            	
              This
      Agreement contains the entire understanding of the Company and the
      Executive with respect to the subject matter hereof and supersedes any
      prior agreements relating to the subject matter hereof, including, without
      limitation, the Prior Agreement.  Notwithstanding the preceding
      sentence, this Agreement does not supersede or override the provisions of
      any stock option, employee benefit or other plan, program, policy or
      practice in which Executive is a participant or under which the Executive
      is a beneficiary.

            


    

     

    
      	
              (g)  

            	
              The
      Executive and the Company acknowledge that the employment of the Executive
      by the Company prior to the Effective Date is “at will”, and, prior to the
      Effective Date, may be terminated by either the Executive or the Company
      at any time.  Upon a termination of the Executive’s employment
      or upon the Executive’s ceasing to be an officer of the Company, in each
      case, prior to the Effective Date, there shall be no further rights under
      this Agreement.

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

       

    

    
      	
              14.  

            	
              Code Section
      409A.  To the extent applicable, it is intended that this
      Agreement 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 Agreement shall
      be administered and interpreted in a manner consistent with this
      intent.  If any provision of this Agreement is susceptible of
      two interpretations, one of which results in the compliance of the
      Agreement 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.  To the extent that there is a
      material risk that any payments under this Agreement may result in the
      imposition of an additional tax to the Executive under Code Section 409A,
      the Company will reasonably cooperate with the Executive to amend this
      Agreement such that payments hereunder comply with Code Section 409A
      without materially changing the economic value of this Agreement such that
      payments hereunder comply with Code Section 409A without materially
      changing the economic value of this Agreement to either
    party.

            


    

     

    
      
        
          	
                   

                	
                  Notwithstanding
      the foregoing or any other provision of this Agreement to the contrary,
      neither the Company nor any of its subsidiaries or affiliates shall be
      deemed to guarantee any particular tax result for any Executive, spouse,
      or beneficiary with respect to any payments provided
      hereunder.

                


        

      

       

    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    IN
WITNESS WHEREOF, the Executive has hereunto set his hand and, pursuant to the
authorization from its Board of Directors, the Company has caused these presents
to be executed as of the day and year first above written.

     

    


    


     

    
      	 	      
              Executive 

            
	 	 
	 	HARSCO
      CORPORATION 
	 	 
	 	Name 
	 	Title 
	 	 
	 	 
	      
              Attest: 

            	 
	 	 
	A. Verona
      Dorch 	 
	      
              Assistant
      General Counsel and Assistant Corporate
    Secretary