Clawback Policy – Harsco Corp.

I.

POLICY

II.

PROCEDURE

A.

Definitions. For purposes of this Policy, the
following terms have the meanings indicated, in addition to the other terms
defined herein:

1.

“Executive Officer” has the meaning ascribed
thereto in Rule 3b-7 of the General Rules and Regulations under the Exchange
Act, as in effect on the Effective Date.

2.

“Excessive Incentive-Based Compensation” means the
amount of Incentive-Based Compensation paid or granted by the Company or any
subsidiary of the Company to a Culpable Employee on or after the Effective Date
in excess of what would have been paid or granted to that Culpable Employee
under the circumstances reflected by the accounting restatement, but in no event
will such Excessive Incentive-Based Compensation exceed the total amount of such
Incentive-Based Compensation originally paid or granted to that Culpable
Employee on or after the Effective Date.

3.

“Incentive-Based Compensation” means, with respect
to a Culpable Employee:

(1) the amount of the Culpable Employee153s annual incentive awards paid under
the Company153s annual cash incentive compensation program; (2) the
performance-based equity awards (or any amount attributable to such awards) paid
or granted to the Culpable Employee under the Company153s long-term incentive
equity program; and (3) any other incentive-based compensation paid or granted
in respect of Company and/or individual performance to a Culpable Employee
pursuant to an “incentive plan,” as such term is defined in Item 402(a)(6)(iii)
of Regulation S-K under the Exchange Act.

B.

Process. If the Board determines following the
occurrence of a Triggering Event that one or more Culpable Employees have
engaged in Misconduct, the Board, after considering the recommendations of the
Management Development and Compensation Committee of the Board, will review each
Culpable Employee153s Incentive-Based Compensation and, with respect to each
Culpable Employee, will take prompt and reasonable action in accordance with
this Policy to seek recovery of all Excessive Incentive-Based Compensation.
There shall be no duplication of recovery under this Policy and any of 15 U.S.C.
Section 7243 (Section 304 of the Sarbanes-Oxley Act of 2002) or Section 10D of
the Exchange Act.

C.

Interpretation of this Policy; Determinations by the Board.
The Board currently intends that this Policy will remain operative
until the effective date of the Final Regulations. The Board may at any time in
its sole discretion supplement or amend any provision of this Policy in any
respect, repeal this Policy in whole or part or adopt a new policy relating to
recovery of incentive-based compensation with such terms as the Board determines
in its sole discretion to be appropriate. The Board has the exclusive power and
authority to administer this Policy, including, without limitation, the right
and power to

interpret the provisions of this Policy and to make all determinations deemed
necessary or advisable for the administration of this Policy, including, without
limitation, any determination as to (a) whether a Triggering Event has occurred;
(b) whether Misconduct has occurred; (c) whether any current or former Executive
Officer is a Culpable Employee; and (d) what constitutes Excessive
Incentive-Based Compensation. All such actions, interpretations and
determinations that are taken or made by the Board in good faith will be final,
conclusive and binding.