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


    EXHIBIT
10(u)

     

     

    HARSCO
CORPORATION

     

    Deferred
Compensation Plan for Non-Employee Directors

     

    (As
Amended and Restated as of December 31, 2008)

     

    Harsco
Corporation (the “Corporation”) hereby adopts this Deferred Compensation Plan
for Non-Employee Directors (the “Plan”) pursuant to which eligible members of
its Board of Directors may elect to defer receipt of all or any portion of the
compensation payable to them for services rendered to the Corporation as
Directors.

     

    1. Eligible
Directors.  The Directors of the Corporation eligible to make
deferral elections under this Plan shall be those Directors who are not actively
employed officers or employees of the Corporation or of any of its subsidiaries
or affiliates (hereinafter referred to individually as a “Non-Employee Director”
and collectively as the “Non-Employee Directors,” which includes such a person
participating in the Plan after ceasing to be a Director of the
Corporation).

     

    2. Deferrable
Compensation.  A Non-Employee Director may elect to defer
receipt of all, any part or none of the aggregate compensation payable by the
Corporation for services rendered as a Director, including the annual base
retainer, Committee Chairman annual retainer increment, attendance fees for
board and committee meetings, and other fees for special services that are
payable in cash (in the aggregate, the “Director’s Fees”).

     

    3. Election To
Defer.  A Non-Employee Director who desires to defer receipt of
all or a portion of his or her Director’s Fees earned in any calendar year shall
so notify the Corporation’s Pension Committee in writing before the first day of
the calendar year, specifying on a form supplied by the Committee (the “Deferral
Election”) (a) the dollar amount or percentage of the Director’s Fees to be
deferred, (b) the deferral period under Paragraph 7 and/or Paragraph 9(a), (c)
the form of payment under Paragraph 7 and/or Paragraph 9(a), and (d) the
notional investment direction under Paragraph 5(a).  A newly-appointed
Non-Employee Director shall be eligible to defer payment of future Director’s
Fees by filing a Deferral Election with the Pension Committee not later than 30
days of his or her appointment to the Board of Directors and such Deferral
Election shall be effective only with regard to the amount of Director’s Fees
earned during the calendar year following the filing of the Deferral Election as
determined pursuant to the pro-ration method permitted under Section 409A of the
Internal Revenue Code of 1986, as amended (the “Code”).  The Deferral
Elections made pursuant to this Paragraph shall be irrevocable with respect to
those Director’s Fees to which such elections pertain and shall also apply to
Director’s Fees payable in future calendar years unless the Non-Employee
Director terminates or modifies such Deferral Election with respect to a future
calendar year by filing a new Deferral Election before the first day of the
calendar year with respect to which the Deferral Election is to become
effective.  Such new Deferral Election shall likewise continue in
effect and apply to future calendar years until similarly changed.

     

    4. Non-Deferred
Compensation.  Any Director’s Fees not deferred under this Plan
shall be paid in accordance with normal Corporation policy.

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    5. Deferred Compensation
Accounts And Notional Investment Directions.

     

    (a) Accounts:  At
the time a Non-Employee Director elects to defer the receipt of compensation
pursuant to Paragraph 3 above, he shall also direct the amount of the deferral
to be notionally invested in an Interest-Bearing Account and the amount to be
notionally invested in a Harsco Stock Account.  Pursuant to such
investment direction, the deferral amounts shall be credited to the appropriate
accounts as set forth below:

     

    (i) Interest-Bearing
Account:  To the extent that a
Non-Employee Director elects a notional investment in an Interest-Bearing
Account, the Corporation shall credit an Interest-Bearing Account established in
his or her name with the amount of the deferred Director’s Fees to be so
invested.  This credit shall occur on a quarterly basis, as of each
February 15, May 15, August 15 and November 15 for fees earned during the
quarterly period ending on the day immediately preceding such crediting
date.

     

    (ii) Harsco Stock
Account:  To the extent that a
Non-Employee Director elects a notional investment in a Harsco Stock Account,
the Corporation shall credit a Harsco Stock Account established in his or her
name with units (including fractions), the number of which shall be obtained by
dividing the amount of the deferred Director’s Fees for that period to be so
invested, by the Fair Market Value of the Corporation’s common stock on the day
immediately preceding the date such credit is to be made to the Account (i.e.
February 14 for the February 15 credit date).  This credit shall occur
on a quarterly basis, as of each February 15, May 15, August 15 and November 15,
for fees earned during the quarterly period ending on the day immediately
preceding such crediting date.  These units, thus calculated, are
hereinafter referred to as “Stock Equivalents.”  For purposes of the
Plan, Fair Market Value of a share of the Corporation’s common stock on any date
shall be equal to the mean between the high and low prices at which such shares
were traded (on a consolidated basis) on the New York Stock Exchange (“NYSE”) on
such date, or, if no sales were quoted on such date, on the most recent
preceding date on which sales were quoted.  In the event of any change
in the common stock of the Corporation by reason of any stock dividend,
recapitalization, reorganization, merger, consolidation, split-up, combination
or exchange of shares, or a rights offering to purchase common stock at a price
substantially below Fair Market Value, or of any similar change affecting the
common stock, the value and attributes of each Stock Equivalent shall be
appropriately adjusted consistent with such change to the same extent as if such
Stock Equivalents were issued and outstanding shares of common stock of the
Corporation.

     

    (b) Earnings:  The
Corporation shall credit earnings to each account as follows:

     

    (i) Interest-Bearing
Account:  As of each February 15, May 15, August 15 and
November 15, the Corporation shall credit as earnings to each Interest-Bearing
Account established on behalf of a Non-Employee Director an amount equal to the
Five Year U.S. Treasury Note Percentage Rate multiplied by the average daily
balance in such Interest-Bearing Account during such quarter.  Such
Five Year U.S. Treasury Note Percentage Rate shall be equal to one twelfth
(1/12) of the yield on U.S. Treasury Notes having a maturity date five (5) years
hence as listed in The Wall Street Journal or any successor publication, as of
market closing on the business day immediately preceding the day such credits
are to be made (i.e., February 14 for the interest credit on February
15).

    
      
         

      

      
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    (ii) Harsco Stock
Account:  As of each quarterly dividend payment date, the
Corporation shall credit as earnings to each Harsco Stock Account an amount
equal to the cash dividends payable on such date with respect to that number of
shares (including fractional shares) of its common stock equal to the number of
Stock Equivalents credited to the Harsco Stock Account on the relevant dividend
record date.  The amount so credited shall then be converted into
additional Stock Equivalents in the manner described earlier using the dividend
payment date as the valuation date.

     

    (c) Account
Transfers:  A Non-Employee Director may transfer all or part of the
amount in one account to the other account by irrevocable written notice to the
Corporation’s Pension Committee.  Any such transfer will be effective
upon the date that the Corporation receives the written notice, and the value of
the Harsco Stock Account for purposes of the transfer shall be calculated using
the Fair Market Value on the date of the transfer.  No Non-Employee
Director may make a transfer between accounts within six months of any previous
opposite way transfer by such Director or within six months of any other
transaction in Corporation stock that could cause liability under Section 16(b)
of the Securities Exchange Act of 1934, and any notice of transfer in
contravention of this provision will be void.

     

    (d) A
Non-Employee Director’s account(s) shall be further divided into the following
subaccounts: (a) a “Pre-2005 Subaccount” for amounts deferred by a Non-Employee
Director as of December 31, 2004 (and earnings and losses thereon) as determined
under Treasury Regulation Section 1.409A-6(a) or any successor provision,
and (b) a “Post-2004 Subaccount” for amounts deferred for purposes of Code
Section 409A by a Non-Employee Director after December 31, 2004 (and earnings
and losses thereon). Amounts credited to the
Pre-2005 Subaccounts, which are intended to qualify for “grandfathered” status,
shall be subject to the terms and conditions specified in the Plan as in effect
immediately prior to January 1, 2005.

     

    6. Deferral
Period.  At the same time a Non-Employee Director makes a
Deferral Election pursuant to Paragraph 3 above, he shall make a payment
election (the “Payment Election”) with respect to the deferred amounts subject
to such Deferral Election by specifying the year (the “Payment Year”) in which
the deferred amounts are to be paid or to commence to be paid; provided,
however, that in no event shall the Payment Year be later than the year
following the year in which the Non-Employee Director will attain age
72.  A Payment Year may be specified as the year following the year of
the Non-Employee Director’s separation from service.  Subject to
Paragraph 8(d)(5), payments made in accordance with the Non-Employee Director’s
Payment Election shall be paid or commence to be paid within 30 days following
the first business day of the Payment Year.  Because a Non-Employee
Director may make a new Deferral Election and corresponding Payment Election for
Director’s Fees earned during each calendar year, deferred Director’s Fees under
the Plan for different calendar years may have different specified Payment
Years.

     

    7. Form Of Payment Of Deferred
Compensation.  A Non-Employee Director’s Payment Election shall
also specify whether the deferred Director’s Fees shall be paid in the


    
      
         

      

      
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    form of a
single lump sum or installment payments.  Initial payments made under
the Plan shall be based upon the aggregate balance in a Non-Employee Director’s
account(s) determined on the first business day of the Payment
Year.  The balance in the Non-Employee Director’s Interest-Bearing
Account shall be the dollar amount credited to such account as of the first
business day of the Payment Year.  The balance in the Non-Employee
Director’s Stock Account shall be the dollar amount determined by multiplying
the Stock Equivalents credited to such account on the first business day of the
Payment Year by the Fair Market Value of a share of common stock of the
Corporation on such date.  Subject to Paragraph 8(d)(5), the aggregate
balance as thus determined shall be paid to him in cash either in a lump sum
within 30 days following the first business day of the Payment Year or in up to
ten (10) annual installments commencing with the Payment Year as specified in
the Payment Election made pursuant to Paragraph 6 above.  Subject to
Paragraph 8(d)(5), if a Payment Election to receive installment payments is
made, the Non-Employee Director shall receive the first installment within 30
days following the first business day of the Payment Year in an amount equal to
the aggregate balance in his or her account(s) divided by the number of years in
the installment payment period.  Subsequent installments shall be
computed and paid in similar fashion; provided, however, that pending
distributions in the second through final years of the installment payment
period, the aggregate balance in the Non-Employee Director’s account(s) shall be
deemed to be invested in an Interest-Bearing Account and in a Harsco Stock
Account, as applicable, in the same proportion as deferred amounts under the
Plan were notionally invested on the first business day of the Payment Year, and
increased by earnings accordingly.  Exhibit A attached hereto presents
an example illustrating how such a calculation is made.

     

    8. Other Provisions Applicable
to Deferred Amounts.

     

    (a) Unforeseeable
Emergency.  Other provisions of the Plan notwithstanding, if, upon the
written application of a Non-Employee Director, the Board determines that he or
she has had an unforeseeable emergency within the meaning of Code Sections
409A(a)(2)(A)(vi) and Treasury Regulation Section 1.409A-3(a)(6) and
409A(a)(2)(B)(ii) and Treasury Regulation Section 1.409A-3(i)(3) (or any
successor provisions), the Board shall direct the payment to the Non-Employee
Director of all or a portion of the balance of his or her account in accordance
with Section 409A(a)(2)(B)(ii) and Treasury Regulation Section 1.409A-3(i)(3)
(or any successor provisions).

     

    (b) No Other
Withdrawals Permitted.  Except as permitted under Paragraph 8(a),
withdrawals from a Non-Employee Director’s account(s) at the election of the
Non-Employee Director or subject to the discretion of the Corporation will not
be permitted.  Thus, the provisions of Paragraph 8 of the Plan as in
effect prior to January 1, 2005, which permitted withdrawals with a financial
penalty, are no longer effective with respect to deferrals in a Non-Employee
Director’s Post-2004 Subaccounts.

     

    (c) Redeferral.  Subject
to Paragraph 8(d)(5), a Non-Employee Director may make a subsequent Payment
Election to change the time of the commencement of payment(s) of his or her
account(s), the form of payment of his or her account(s), or both, with respect
to an amount previously deferred under a Deferral Election to the extent
permitted and in accordance with the requirements of Code Section 409A(a)(4)(C)
and Treasury Regulation Section 1.409A-2(b) (or any successor provisions),
including the requirements that (i) a subsequent Payment 

    
      
         

      

      
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    Election
may not take effect until at least 12 months after the date such election is
filed with the Corporation, (ii) a subsequent Payment Election to further defer
a distribution (other than a distribution upon death or an unforeseeable
emergency) must result in the first distribution subject to the election being
made at least five years after the previously elected date of distribution, and
(iii) any subsequent Payment Election affecting a distribution that is to be
made at a specified time or pursuant to a fixed schedule must be filed with the
Corporation at least 12 months before the date the payment was scheduled to be
made under the prior Payment Election (or, in the case of installment payments,
which are treated as a single payment for purposes of this Paragraph 8(c), 12
months prior to the date the first installment payment was scheduled to be
paid).

     

    (d) Compliance
with Code Section 409A.

     

    (i) It is
intended that this Plan (including all amendments thereto) comply with the
provisions of Code Section 409A, so that the income inclusion provisions of Code
Section 409A(a)(1) do not apply to a Non-Employee Director or his or her
beneficiary.  This Plan shall be administered in a manner consistent
with this intent.  For purposes of this Plan, references to a term or
event (including any authority or right of the Corporation or a Non-Employee
Director) being “permitted” under Code Section 409A mean that the term or event
will not cause the Non-Employee Director to be liable for payment of interest or
a tax penalty under Code Section 409A in connection with any amount deferred
under the Plan.

     

    (ii) Except as
permitted under Code Section 409A, amounts payable to a Non-Employee
Director or for a
Non-Employee Director’s benefit under this Plan
may not be reduced by, or offset against, any amount owing by a Non-Employee
Director to the
Corporation or any of its affiliates.

     

    (iii)   Notwithstanding
any provision of the Plan to the contrary, in light of the uncertainty with
respect to the proper application of Code Section 409A, the Corporation reserves
the right to make amendments to this Plan as the Corporation deems necessary to
avoid the imposition of taxes or penalties under Code Section 409A.

     

    (iv) For
purposes of the Plan, “separation from service” shall mean a separation from
service (within the meaning of Code Section 409A(a)(2)(A)(i) and Treasury
Regulation Section 1.409A-1(h) or any successor provisions) with the Corporation
and any member of its controlled group.

     

    (v) Notwithstanding
any provision of the Plan to the contrary, the Corporation shall have no
authority to accelerate distributions hereunder in excess of the authority
permitted under Code Section 409A, and if a Non-Employee Director is a
“specified employee,” determined pursuant to procedures adopted by the
Corporation in compliance with Code Section 409A, on the date the Non-Employee
Director separates from service amounts that would otherwise be payable pursuant
to this Plan as a result of the Non-Employee Director’s separation from service
during the six-month period immediately following such separation from service
will instead be paid on the earlier of (A) the first business day of the seventh
month following such separation from service or (B) the date of the Non-Employee
Director’s death.

    
      
         

      

      
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    9. Change In
Control.

     

    (a) In the
event of a “Change in Control” of the Corporation that constitutes a change in
the ownership or effective control of the Corporation, or in the ownership of a
substantial portion of the assets of the Corporation, within the meaning of Code
Section 409A(a)(2)(A)(v) and Treasury Regulation Section 1.409A-3(i)(5) (or any
successor provisions) (a “409A Change in Control”), accompanied or followed by a
Non-Employee Director’s separation from service with the Corporation as a
Director, all amounts credited to the account(s) of the Non-Employee Director
under the Plan shall be immediately due and payable to the Non-Employee Director
in a single lump sum notwithstanding the deferral period and form of payment
specified pursuant to his or her Deferral Election under Paragraph 3 and Payment
Election under Paragraphs 6 and 7.  In addition, if so elected by the
Non-Employee Director at the same time he makes his or her Deferral Election
under Paragraph 3 and his or her Payment Election under Paragraphs 6 and 7, upon
a 409A Change in Control after his or her separation from service from the
Corporation as a Director but prior to the full distribution of his or her
account(s), all remaining amounts credited to the account(s) of the Non-Employee
Director under the Plan that are subject to the election described in this
sentence shall be immediately due and payable to the Non-Employee Director in a
single lump sum notwithstanding his or her Payment Election under Paragraphs 6
and 7 above.

     

    (b) For
purposes of this Plan, a “Change in Control” shall have occurred
if:

     

    (i) Stock
Acquisition.  Any “person” (as such term is used in Section
13(d) and 14(d) (2) of the Exchange 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, is or becomes, other than by
purchase from the Corporation or such a corporation, the “beneficial owner” (as
such term is defined in Rule 13d-3 under the Exchange Act), directly or
indirectly, of securities of the Corporation representing 20% 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 business day immediately preceding the date
securities are first purchased by a tender or exchange offer, or the date on
which the Corporation first learns of the acquisition of 20% of such securities,
or the earlier of the business day immediately preceding the effective date of
an agreement for the merger, consolidation or other reorganization of the
Corporation or the date of approval thereof by the stockholder of the
Corporation, as the case may be.

     

    (ii) 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, and
any new director whose election by the Board or nomination for election by the
Corporation’s stockholders was approved by a vote of at least two-thirds (2/3)
of the directors then still in office who either were directors at the beginning
of the period or whose election or nomination for election was previously so
approved, cease for any reason to constitute at least a majority of the Board of
Directors.  Such a Change in Control shall be deemed to have occurred
on the date upon which the requisite majority of directors fails to be elected
by the stockholders of the Corporation.

    
      
         

      

      
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    (iii) Other
Events.  There occurs a change in control of the Corporation of
a nature that would be required to be reported as such in response to Item 1(a)
of the Current Report on Form 8-K pursuant to Section 13 of 15(d) of the
Exchange Act, or any successor provision to such Item relating to a “change in
control,” or in any other filings under the Exchange Act.

     

    10. Death of a Non-Employee
Director.  If a Non-Employee Director dies prior to receiving
the entire balance of his or her account(s) under the Plan, any balance
remaining in his or her account(s) shall be paid in a lump sum as soon as
practicable to the Non-Employee Director’s designated beneficiary or, if the
Non-Employee Director has not designated a beneficiary or the designated
beneficiary is dead, then to his or her estate.  Any designation of a
beneficiary may be revoked or modified at any time by the Non-Employee Director,
except that no designation shall be recognized as valid unless properly filed
with the Pension Committee during the lifetime of the Non-Employee Director
while he is legally competent.

     

    11. Withholding Of
Taxes.  The rights of a Non-Employee Director to payments or
credits under this Plan shall be subject to the Corporation’s obligations, if
any, to withhold income or other taxes from such payments.

     

    12. Status Of
Plan.  This Plan is a nonqualified deferred compensation plan
covering no employees of the Corporation.  As such, the Plan is exempt
from the requirements of the Employee Retirement Income Security Act of 1974, as
amended.  The Corporation intends that the Plan shall at all times be
maintained on an unfunded basis for federal income tax
purposes.  Hence, all payments from this Plan shall be made from the
general assets of the Corporation. This Plan shall not require the Corporation
to set aside, segregate, earmark, pay into a trust or special account or
otherwise restrict the use of its assets in the operation of its
business.  A Non-Employee Director (or, if applicable, his or her
designated beneficiary) shall have no greater right or status than as an
unsecured general creditor of the Corporation with respect to any amounts owed
hereunder.

     

    13. Rights
Nonassignable.  All payments to persons entitled to benefits
hereunder shall be made to such persons and shall not be grantable, transferable
or otherwise assignable in anticipation of payment thereof, in whole or in part,
by the voluntary or involuntary acts of any such persons or by operation of law
subject to garnishment, execution, attachment or any other similar legal process
of creditors of such persons.

     

    14. Administration.  Full
power and authority to construe, interpret and administer this Plan shall be
vested in the Corporation’s Pension Committee.  The Pension Committee
shall have full power and authority to make each determination provided for in
this Plan.  All determinations made by the Pension Committee shall be
conclusive and binding upon the Corporation and any other party claiming rights
hereunder.

     

    Termination.  The
Board of Directors may, in its discretion, terminate this Plan at any
time.  Upon termination of the Plan, benefits shall be paid in
accordance with the deferral elections made by the Non-Employee Director, and
the Corporation shall have no right to accelerate any payment under the Plan
except to the extent (if any) permitted under Code Section 409A and Treasury
Regulation Section 1.409A-3(j)(4)(ix) (or any successor
provisions).

    
      
         

      

      
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    15. Amendment.  The
Board of Directors may, in its discretion, amend this Plan from time to
time.  In addition, the Pension Committee may from time to time amend
this Plan to make such administrative changes as it may deem necessary or
desirable.  No such amendment shall divest any Non-Employee Director
(or person claiming through him) of any rights to amounts previously credited to
his or her accounts hereunder.

     

    16. Incompetency.  If
a person to receive payment hereunder is deemed by the Pension Committee or is
adjusted to be legally incompetent, to the extent permitted under Code Section
409A the payments shall be made to the duly appointed guardian of such
incompetent, or they may be made to such person or persons who the Pension
Committee believes are caring for or supporting such incompetent; and the
receipt thereof by such person or persons shall constitute complete satisfaction
of the Corporation’s obligations under this Plan.

     

    17. Expenses.  The
expenses of administering this Plan shall be borne by the
Corporation.

     

    18. Gender.  The
masculine pronoun shall be deemed to include the feminine, and the singular to
include the plural, unless a different meaning is plainly required by
context.

     

    19. Governing
Law.  This Plan shall be construed, administered and enforced
according to the laws of the Commonwealth of Pennsylvania.

     

    20. Effective
Date.  The effective date of this amendment and restatement of
the Plan is December 31, 2008 and shall apply with respect to the Director’s
Fees payable by the Corporation in respect of services performed on or after
such date.

     

    21. Section 16
Compliance.  It is the Corporation’s intent that this Plan and
any credits or payments made hereunder comply with Section 16 of the Securities
Exchange Act of 1934 (the “Exchange Act”) and any related regulations
promulgated there under, including any reporting requirements.  To
that end, to the extent permitted under Code Section 409A the Corporation may,
in its sole discretion, (i) substitute a payment in cash for any fees that were
otherwise to be deferred under this Plan, if it deems it so appropriate or (ii)
delay any payment otherwise required under the terms of the Plan until
compliance with the requirements of the Exchange Act can be
assured.

     

    This
amended and restated plan document is effective December 31, 2008 and executed
this 31st day of December, 2008.

     

    
      	
              Attest:

            	 
      	
              Harsco
      Corporation

            
	 	 	 
	
               /S/
      A. Verona Dorch

            	 
      	
               /S/
      Mark E. Kimmel

            
	
              A.
      Verona Dorch

            	 
      	
              Mark
      E. Kimmel

            
	
              Assistant
      General Counsel

            	 
      	
              General
      Counsel

            


    

    


     

    
      
         

      

      
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    Exhibit
A

    


    Deferred
Compensation Plan for Non-Employee Directors

     

    (As
Amended and Restated as of December 31, 2008)

     

    Example

     

    This
example, prepared for illustrative purposes only, describes the operation of the
installment payout option set forth in Paragraph 7 of the Plan.

     

    Director
Green, age 62, elects to defer all of his Director Fees until the year following
the year he attains age 72.  During his service as a Director, Green
directs 60% of his Fees to be invested in the Harsco Stock Account (HSA) and 40%
to be invested in the Interest-Bearing Account (IBA).  Pursuant to
Green’s prior direction, his accounts are to be paid out in three annual
installments.  If Green attains age 72 in 2008 his installment should
be calculated and paid as follows:

     

    1st
Installment

     

    o WHEN
PAID - Within 30 days of the first business day (assume January 2) in
2009.

     

    o HOW
MUCH - First installment equals one-third of the aggregate dollar value of
Green’s accounts as of January 2, 2009.  Assume Green’s HSA on January
2, 2009 is credited with 1,000 Stock Equivalents and the FMV of a share of
Harsco common stock on such date is $60, thus giving his HSA a value of
$60,000.  Assume further, that as of January 2, 2009, Green’s IBA is
credited with $30,000 (representing his prior deferrals plus
interest).  Accordingly, Green’s first installment should equal
$30,000 ($90,000 aggregate account balance value divided by 3).

     

    o BALANCE
IN ACCOUNT AFTER 1ST INSTALLMENT - In order to continue the 60/40
proportionality going forward, the $60,000 in remaining value under the Plan
should result in the HSA holding 60% of that value and the IBA holding the
remaining 40%.  Thus, as of January 2, 2009, the HSA is debited 333.33
shares leaving 666.66 shares (which at $60 FMV equal $40,000) and the IBA is
debited $10,000, thus leaving $20,000.

     

    2nd
Installment

     

    o When
paid - Within 30 days of January 2, 2010.

     

    o How
much - Second installment equals one-half of the aggregate dollar value of
Green’s accounts as of January 2, 2010.  Assume that as of this date,
Green’s HSA was credited with 700 Stock Equivalents (666.66 from prior year plus
33.34 new units attributable to dividends in the interim) and that the FMV of a
share of Harsco stock on that date was $62.  Thus, Green’s HSA would
be worth $43,400 at January 2, 2010.  Assume further that Green’s IBA
was worth $21,000 ($20,000 from prior year plus interim interest of
$1,000).  Green’s second installment would thus equal $32,200
(($43,400 + $21,000)/ 2).

    
      
         

      

      
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    o Balance
is Accounts after 2nd Installment - The same methodology would be used again to
retain the 60/40 proportionality.  As of January 2, 2010, the combined
value of HSA and the IBA was worth $64,400, and after the payout of half this
amount, the combined value was $32,200.  This means that the HSA would
have 60% of the total value (or $19,320) and the IBA should have 40% (or
$12,880).  Thus, the HSA should be debited 388.39 shares (representing
$24,080 or 388.39 x $62 FMV/share) leaving 311.61 shares (or $19,320 in
value).  The IBA should be debited $8,120, leaving
$12,880.

     

    3rd and Last
Installment

     

    o WHEN
PAID - Within 30 days of January 2, 2011.

     

    o HOW
MUCH - Calculate value of both HSA and IBA as of January 2, 2011 (as described
above) and pay out total.

     

     

    
      
         

      

      
        -10-