{"id":38639,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/clawback-policy-harsco-corp.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"clawback-policy-harsco-corp","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/clawback-policy-harsco-corp.html","title":{"rendered":"Clawback Policy – Harsco Corp."},"content":{"rendered":"

GLOBAL FINANCIAL ACCOUNTING,
\nREPORTING<\/em><\/strong><\/p>\n

\n

AND GENERAL MANUAL<\/em><\/strong><\/p>\n

\n

TITLE:<\/strong> CLAWBACK POLICY<\/strong><\/p>\n<\/p>\n

ISSUE DATE:<\/strong> 03-12-12<\/p>\n<\/p>\n

EFFECTIVE DATE:<\/strong> 3-12-12<\/p>\n<\/p>\n

REPLACES:<\/strong> NEW<\/p>\n<\/p>\n

ISSUED BY:<\/strong> MEK<\/p>\n<\/p>\n

AUTHORIZED BY:<\/strong> HWK<\/p>\n<\/p>\n

\n\n\n\n
\n

I. <\/strong><\/p>\n<\/td>\n

\n

POLICY<\/u><\/strong><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

This Clawback Policy (this “Policy<\/em><\/strong>“) has been
\nadopted by the Board of Directors (the “Board<\/em><\/strong>“) of
\nHarsco Corporation (the “Company<\/em><\/strong>“) and is effective as
\nof March 12, 2012 (the “Effective Date<\/em><\/strong>“) in advance of
\nthe effective date of the final rules or regulations (“Final
\nRegulations<\/em><\/strong>“) expected to be adopted by the U.S. Securities and
\nExchange Commission and the effective date of the listing requirements expected
\nto be adopted by the New York Stock Exchange that would implement the
\nincentive-based compensation recovery requirements set forth in Section 10D of
\nthe Securities Exchange Act of 1934 (the “Exchange
\nAct<\/em><\/strong>“), as added by Section 954 of the Dodd-Frank Wall Street
\nReform and Consumer Protection Act.<\/p>\n<\/p>\n\n\n\n
\n

II. <\/strong><\/p>\n<\/td>\n

\n

PROCEDURE<\/u><\/strong><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Recovery of Excessive Incentive-Based Compensation.
\n<\/em><\/strong>In the event that following the Effective Date the Company is
\nrequired to prepare an accounting restatement due to the Company153s material
\nnoncompliance with any financial reporting requirement under the U.S. federal
\nsecurities laws (a “Triggering Event<\/em><\/strong>“), the Company
\nwill use reasonable efforts to recover, subject to the terms of this Policy,
\nfrom any current or former Executive Officer of the Company (A) who was paid or
\ngranted Incentive-Based Compensation on or after the Effective Date and (B) whom
\nthe Board has determined has willfully committed an act of fraud, dishonesty or
\nrecklessness in the performance of his or her duties as an Executive Officer
\nthat contributed to the noncompliance that resulted in the Company153s obligation
\nto prepare the accounting restatement (“Misconduct<\/em><\/strong>,”
\nand each such current or former Executive Officer that the Board determines to
\nhave engaged in Misconduct, a “Culpable Employee<\/em><\/strong>“),
\nall Excessive Incentive-Based Compensation.<\/p>\n<\/p>\n

\n

CLAWBACK POLICY<\/strong><\/p>\n

\n

\n<\/p>\n\n\n\n
<\/td>\n\n

A.<\/p>\n<\/td>\n

\n

Definitions. <\/em><\/strong>For purposes of this Policy, the
\nfollowing terms have the meanings indicated, in addition to the other terms
\ndefined herein:<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

1.<\/p>\n<\/td>\n

\n

“Executive Officer<\/em><\/strong>” has the meaning ascribed
\nthereto in Rule 3b-7 of the General Rules and Regulations under the Exchange
\nAct, as in effect on the Effective Date.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

2.<\/p>\n<\/td>\n

\n

“Excessive Incentive-Based Compensation<\/em><\/strong>” means the
\namount of Incentive-Based Compensation paid or granted by the Company or any
\nsubsidiary of the Company to a Culpable Employee on or after the Effective Date
\nin excess of what would have been paid or granted to that Culpable Employee
\nunder the circumstances reflected by the accounting restatement, but in no event
\nwill such Excessive Incentive-Based Compensation exceed the total amount of such
\nIncentive-Based Compensation originally paid or granted to that Culpable
\nEmployee on or after the Effective Date.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n\n
<\/td>\n\n

3.<\/p>\n<\/td>\n

\n

“Incentive-Based Compensation<\/em><\/strong>” means, with respect
\nto a Culpable Employee:<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

(1) the amount of the Culpable Employee153s annual incentive awards paid under
\nthe Company153s annual cash incentive compensation program; (2) the
\nperformance-based equity awards (or any amount attributable to such awards) paid
\nor granted to the Culpable Employee under the Company153s long-term incentive
\nequity program; and (3) any other incentive-based compensation paid or granted
\nin respect of Company and\/or individual performance to a Culpable Employee
\npursuant to an “incentive plan,” as such term is defined in Item 402(a)(6)(iii)
\nof Regulation S-K under the Exchange Act.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n\n
<\/td>\n\n

B.<\/p>\n<\/td>\n

\n

Process. <\/em><\/strong>If the Board determines following the
\noccurrence of a Triggering Event that one or more Culpable Employees have
\nengaged in Misconduct, the Board, after considering the recommendations of the
\nManagement Development and Compensation Committee of the Board, will review each
\nCulpable Employee153s Incentive-Based Compensation and, with respect to each
\nCulpable Employee, will take prompt and reasonable action in accordance with
\nthis Policy to seek recovery of all Excessive Incentive-Based Compensation.
\nThere shall be no duplication of recovery under this Policy and any of 15 U.S.C.
\nSection 7243 (Section 304 of the Sarbanes-Oxley Act of 2002) or Section 10D of
\nthe Exchange Act.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

C.<\/p>\n<\/td>\n

\n

Interpretation of this Policy; Determinations by the Board.
\n<\/em><\/strong>The Board currently intends that this Policy will remain operative
\nuntil the effective date of the Final Regulations. The Board may at any time in
\nits sole discretion supplement or amend any provision of this Policy in any
\nrespect, repeal this Policy in whole or part or adopt a new policy relating to
\nrecovery of incentive-based compensation with such terms as the Board determines
\nin its sole discretion to be appropriate. The Board has the exclusive power and
\nauthority to administer this Policy, including, without limitation, the right
\nand power to<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n

\n

CLAWBACK POLICY<\/strong><\/p>\n

\n

\n\n\n\n
<\/td>\n<\/td>\n\n

interpret the provisions of this Policy and to make all determinations deemed
\nnecessary or advisable for the administration of this Policy, including, without
\nlimitation, any determination as to (a) whether a Triggering Event has occurred;
\n(b) whether Misconduct has occurred; (c) whether any current or former Executive
\nOfficer is a Culpable Employee; and (d) what constitutes Excessive
\nIncentive-Based Compensation. All such actions, interpretations and
\ndeterminations that are taken or made by the Board in good faith will be final,
\nconclusive and binding.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p><\/p>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7728],"corporate_contracts_industries":[9455],"corporate_contracts_types":[9539,9546],"class_list":["post-38639","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-harsco-corp","corporate_contracts_industries-manufacturing__metal","corporate_contracts_types-compensation","corporate_contracts_types-compensation__incentive"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/38639","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=38639"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=38639"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=38639"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=38639"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}