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Harsco Corp – ‘10-Q’ for 3/31/13 – ‘EX-10.1’

On:  Thursday, 5/9/13, at 11:49am ET   ·   For:  3/31/13   ·   Accession #:  45876-13-70   ·   File #:  1-03970

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  As Of               Filer                 Filing    For·On·As Docs:Size

 5/09/13  Harsco Corp                       10-Q        3/31/13   66:8.9M

Quarterly Report   —   Form 10-Q   —   Sect. 13 / 15(d) – SEA’34
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-Q        Quarterly Report                                    HTML    604K 
 2: EX-10.1     Material Contract                                   HTML     32K 
 3: EX-31.1     Certification -- §302 - SOA'02                      HTML     26K 
 4: EX-31.2     Certification -- §302 - SOA'02                      HTML     26K 
 5: EX-32       Certification -- §906 - SOA'02                      HTML     22K 
43: R1          Document and Entity Information                     HTML     41K 
33: R2          Condensed Consolidated Balance Sheets               HTML    165K 
41: R3          Condensed Consolidated Statements of Income         HTML    160K 
45: R4          Condensed Consolidated Statements of Comprehensive  HTML     66K 
                Income                                                           
60: R5          Condensed Consolidated Statements of Comprehensive  HTML     29K 
                Income (Parenthetical)                                           
35: R6          Condensed Consolidated Statements of Cash Flows     HTML    145K 
40: R7          Condensed Consolidated Statements of Equity         HTML     85K 
30: R8          Condensed Consolidated Statements of Equity         HTML     45K 
                (Parenthetical)                                                  
22: R9          Basis of Presentation                               HTML     31K 
61: R10         Recently Adopted and Recently Issued Accounting     HTML     29K 
                Standards                                                        
47: R11         Accounts Receivable and Inventories                 HTML     49K 
46: R12         Property, Plant and Equipment                       HTML     39K 
51: R13         Goodwill and Other Intangible Assets                HTML     81K 
52: R14         Employee Benefit Plans                              HTML     76K 
50: R15         Income Taxes                                        HTML     29K 
53: R16         Commitments and Contingencies                       HTML     49K 
42: R17         Reconciliation of Basic and Diluted Shares          HTML     52K 
44: R18         Derivative Instruments, Hedging Activities and      HTML    192K 
                Fair Value                                                       
49: R19         Review of Operations by Segment                     HTML     65K 
66: R20         Other Expenses                                      HTML     34K 
56: R21         Components of Accumulated Other Comprehensive Loss  HTML     74K 
                (Notes)                                                          
37: R22         Restructuring Programs                              HTML     90K 
48: R23         Accounts Receivable and Inventories (Tables)        HTML     54K 
39: R24         Property, Plant and Equipment (Tables)              HTML     38K 
16: R25         Goodwill and Other Intangible Assets (Tables)       HTML     83K 
57: R26         Employee Benefit Plans (Tables)                     HTML     69K 
62: R27         Reconciliation of Basic and Diluted Shares          HTML     53K 
                (Tables)                                                         
26: R28         Derivative Instruments, Hedging Activities and      HTML    192K 
                Fair Value (Tables)                                              
25: R29         Review of Operations by Segment (Tables)            HTML     62K 
28: R30         Other Expenses (Tables)                             HTML     33K 
29: R31         Components of Accumulated Other Comprehensive Loss  HTML     71K 
                (Tables)                                                         
31: R32         Restructuring Programs (Tables)                     HTML     87K 
15: R33         Accounts Receivable and Inventories (Details)       HTML     52K 
54: R34         Property, Plant and Equipment (Details)             HTML     35K 
36: R35         Goodwill and Other Intangible Assets (Details)      HTML     30K 
38: R36         Goodwill and Other Intangible Assets (Details 2)    HTML     52K 
19: R37         Employee Benefit Plans (Details)                    HTML     65K 
65: R38         Income Taxes (Details)                              HTML     28K 
12: R39         Commitments and Contingencies (Details)             HTML     57K 
32: R40         Reconciliation of Basic and Diluted Shares          HTML     51K 
                Reconciliation of Basic and Diluted Shares                       
                (Details)                                                        
59: R41         Reconciliation of Basic and Diluted Shares          HTML     28K 
                (Details 2)                                                      
18: R42         Derivative Instruments, Hedging Activities and      HTML     38K 
                Fair Value (Details)                                             
24: R43         Derivative Instruments, Hedging Activities and      HTML     44K 
                Fair Value (Details 2)                                           
27: R44         Derivative Instruments, Hedging Activities and      HTML     35K 
                Fair Value (Details 3)                                           
34: R45         Derivative Instruments, Hedging Activities and      HTML     23K 
                Fair Value (Details 4)                                           
14: R46         Derivative Instruments, Hedging Activities and      HTML     32K 
                Fair Value (Details 5)                                           
21: R47         Derivative Instruments, Hedging Activities and      HTML     25K 
                Fair Value (Details 6)                                           
13: R48         Review of Operations by Segment (Details)           HTML     40K 
58: R49         Other Expenses (Details)                            HTML     37K 
17: R50         Components of Accumulated Other Comprehensive Loss  HTML     58K 
                (Details)                                                        
55: R51         Components of Accumulated Other Comprehensive Loss  HTML     45K 
                Reclassifications (Details)                                      
20: R52         Restructuring Programs (Details)                    HTML     76K 
64: XML         IDEA XML File -- Filing Summary                      XML     97K 
23: EXCEL       IDEA Workbook of Financial Reports (.xls)            XLS   1.37M 
 6: EX-101.INS  XBRL Instance -- hsc-20130331                        XML   2.07M 
 8: EX-101.CAL  XBRL Calculations -- hsc-20130331_cal                XML    211K 
 9: EX-101.DEF  XBRL Definitions -- hsc-20130331_def                 XML    482K 
10: EX-101.LAB  XBRL Labels -- hsc-20130331_lab                      XML   1.34M 
11: EX-101.PRE  XBRL Presentations -- hsc-20130331_pre               XML    730K 
 7: EX-101.SCH  XBRL Schema -- hsc-20130331                          XSD    132K 
63: ZIP         XBRL Zipped Folder -- 0000045876-13-000070-xbrl      Zip    192K 


‘EX-10.1’   —   Material Contract


This Exhibit is an HTML Document rendered as filed.  [ Alternative Formats ]



 <!   C:   C: 
  HSC-EX10.1_2013.3.31  
Exhibit 10.1


Harsco Corporation
350 Poplar Church Road
Camp Hill, PA 17011 USA
Phone: 717.763.7064
Fax: 717.763.6424
Web: www.harsco.com


March 20, 2013

F. N. Grasberger
180 Eshelman Road
Lancaster, PA 17601

Dear Nick:

On behalf of Harsco Corporation, I am pleased to confirm our offer of employment for the position of Chief Financial Officer at an annual base salary of $525,000 located in Camp Hill, Pennsylvania. Your responsibilities will be consistent with the discussions in your interviews and will include improvement in the overall Company financial performance, including growth in revenues and earnings as well as EVA improvement.

In addition to the base salary mentioned above, we will also provide the following as part of our offer:

We are extending a one-time sign on bonus of $80,000.00. The bonus will be paid within the first 30 days of your employment. Payment is subject to applicable taxes and repayment on a pro-rated basis if you voluntarily terminate your employment or are terminated for cause within 18 months of receipt of each installment

You will be eligible for an annual incentive award based on the achievement of Economic Value Added objectives set by Harsco's Board of Directors. The target award available to you will be 75% of your base earnings for the 2013 plan year, with a maximum award of 150% for the 2013 plan year. Your annual incentive in 2013 will be pro-rated based upon your start date, and participation is subject to the terms of the 2013 Equity Incentive and Compensation Plan (the “2013 Plan”), if the 2013 Plan is adopted by our shareholders in 2013 or the 1995 Executive Incentive Compensation Plan, as amended and restated to date (the “1995 Plan”) if the 2013 Plan is not approved by our shareholders in 2013. Plan design and payout criteria are reviewed periodically, are subject to change and are at the sole discretion of the Harsco Board of Directors.

You will be eligible to participate in the Harsco Long-Term Incentive Plan (LTIP). Your annual LTIP value for 2013 will be 150% of your base pay. The 2013 Plan (or 1995 Plan if the 2013 Plan is not approved by our shareholders) grants a combination of restricted stock units and Stock Appreciation Rights for the 2013 plan year as outlined below:

Long Term Incentive
Proportion of Award
Vesting Schedule
Restricted Stock Units
1/3 of value
100% after three years
Stock Appreciation Rights
2/3 of value
20% per year

In addition to your participation in the Harsco LTIP, you will be granted 5,000 restricted stock units in May 2013. The 5,000 restricted stock units will vest in full on the third anniversary of the grant date in May 2016.




Exhibit 10.1


You will have a share ownership requirement of three (3) times your actual base salary. You will have five (5) years from your date of hire to meet your share ownership requirements. Participation is subject to the terms of the 2013 Plan (or 1995 Plan if the 2013 Plan is not approved by our shareholders). Plan design, share ownership requirements, participation and any grants in the LTIP are reviewed annually, are subject to change and are at the sole discretion of the Harsco Board of Directors.

Incentive awards granted to you will be subject to Harsco's clawback policy, and to any additional clawback provisions that we may adopt in the future in accordance with regulations to be issued under the Dodd-Frank Wall Street Reform Act.

You will be eligible for health and welfare benefits described on the included attachment. Details of the benefits will be provided at orientation. On the specific subject of vacation, you will be granted 20 days pro-rated for 2013 and will remain at that level until reaching the next threshold in the policy. You will receive 2 personal days in 2013 and will follow policy going forward.

Please be aware that, since your position will involve significant access to Harsco confidential information and/or valuable business relationships, you will be required to sign the Harsco Confidentiality Agreement and the Harsco Non-Competition Agreement each of which is attached hereto, as a condition of our employment offer.

By signing below, you represent that your employment as Chief Financial Officer of Harsco will not conflict with, result in a breach of, or constitute a default under, any confidentiality or non-competition agreement or any employment agreement to which you are a party or to which you may be subject.

This offer is also contingent upon successful completion of a background check and drug screen, which must be accomplished prior to starting employment. Please have the drug screen completed at one of the facilities on the enclosed document. Remember to take the chain of custody form.

While we hope our relationship will be mutually beneficial, it needs to be emphasized that our relationship (as with all of our employees) is “at-will”, that is, you or the Company can end the relationship for any reason and at any time, with or without cause or advance notice.

We look forward to your formal acceptance of our offer so that you may begin your employment with Harsco. Please note your acceptance by signing and returning the enclosed copy of this letter. Should you have any questions, please contact Janet Hogan, VP and CHRO, at (717) 975-5660.

Sincerely,


 
 
Accepted
Date
President and CEO
 
 
 
 
 
 
 


cc: Janet Hogan




Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘10-Q’ Filing    Date    Other Filings
Filed on:5/9/138-K
For Period end:3/31/13
3/29/13
3/20/13
 List all Filings 


4 Subsequent Filings that Reference this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 2/29/24  Enviri Corp.                      10-K       12/31/23  131:21M
 3/01/23  Enviri Corp.                      10-K       12/31/22  132:23M
 2/24/22  Enviri Corp.                      10-K       12/31/21  131:24M
 2/25/21  Enviri Corp.                      10-K       12/31/20  124:25M
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Filing Submission 0000045876-13-000070   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

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