{"id":40017,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/incentive-stock-option-harsco-corp.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"incentive-stock-option-harsco-corp","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/incentive-stock-option-harsco-corp.html","title":{"rendered":"Incentive Stock Option – Harsco Corp."},"content":{"rendered":"

HARSCO CORPORATION<\/strong><\/p>\n

350 Poplar Church Road<\/p>\n

Camp Hill, Pennsylvania 17011<\/p>\n

Date: January 25, 2011<\/p>\n

U.S. Option Contract<\/u><\/p>\n

Incentive Stock Option (ISO)<\/u><\/p>\n

and Nonqualified Stock Option (NQSO)<\/u><\/p>\n

Dear :<\/p>\n

1. In order to encourage you to acquire and hold stock in Harsco Corporation
\n(the “Company”), and as an incentive to you to devote extra time and effort in
\nfurtherance of its interests, the Company hereby gives and grants to you
\npursuant to its 1995 Executive Incentive Compensation Plan, as amended and
\nrestated January 27, 2004 (the “Plan”), a copy of which is annexed hereto and
\nhereby made a part hereof, in consideration of the undertaking on your part set
\nforth below, and subject to the further provisions hereof and to the terms and
\nconditions of the Plan, the right and option (the “Option”) to purchase up to an
\naggregate of ( ) shares of its Common Stock for the price of Thirty-One Dollars
\nand Seventy-Five Cents ($31.75) per share, being not less than the fair market
\nvalue of the stock at the date of grant of this Option. Subject to the
\nprovisions of Section 3(b) providing for early exercise, this Option shall be
\nexercisable unless earlier terminated pursuant to Sections 4, 5, 6 or 7, in
\nwhole, or from time to time, in part commencing three years after the date of
\ngrant, said date being shown above, and ending on the day before seven years
\nfrom the date of grant or not later than January 24, 2018. It is intended that
\nthis Option constitute an “incentive stock option” within the meaning of Section
\n422 of the Internal Revenue Code with respect to ( ) of the shares and
\nconstitute a “nonqualified stock option” with respect to ( ) of the shares.<\/p>\n

\n

<\/p>\n

2. (a) In consideration for the Option set forth in this Agreement, you agree
\nthat during your employment by the Company and for a period of twelve (12)
\nmonths after the cessation of such employment, you shall not, directly or
\nindirectly:<\/p>\n

(i) for or on behalf of a same, similar or competitive business as the
\nCompany, solicit, contract with, or accept business from any entity or
\nindividual which (1) was or has been a customer of the Company within two years
\nprior to the cessation of your employment, (2) was or is a prospective customer
\nof the Company with which you had business-related communications within two
\nyears prior to the cessation of your employment;<\/p>\n

(ii) render services to, become employed by, own, or have a financial or
\nother interest in (either as an individual, partner, joint venturer, owner,
\nmanager, stockholder, employee, partner, officer, director, independent
\ncontractor, or other such role) any business which is engaged in a same, similar
\nor competitive business as the operating unit(s) of the Company that you were
\nemployed with any time during the last 12 months of your employment with the
\nCompany;<\/p>\n

(iii) induce, offer, assist, encourage or suggest (1) that another business
\nor enterprise offer employment to or enter into a business affiliation with any
\nCompany employee, agent or representative, or (2) that any Company employee,
\nagent or representative terminate his or her employment or business affiliation
\nwith the Company.<\/p>\n

(b) The restrictions set forth in paragraph 2 shall not be assignable by you
\nbecause your duties and covenants therein are personal. The Company may without
\nsecuring your consent, assign its rights and obligations under paragraph 2 to
\n(1) successors or assigns of the Company, (2) entities with which the Company
\nmay merge or consolidate, (3) entities to which the Company may sell or transfer
\nall or substantially all of its assets, (4) entities which by any corporate
\ntransaction or reorganization operate and control the Company153s business, or (5)
\nto any other entities which operate as a successor to the Company or any of its
\noperating units by operation of law or otherwise.<\/p>\n

(c) The restrictions set forth in paragraph 2(a) shall be in addition to any
\nother such restrictions agreed to, through separate agreements, if any, between
\nyou and the Company.<\/p>\n

(d) The restrictions contained in this paragraph 2 shall survive the exercise
\nof the Option and the termination of this Agreement.<\/p>\n

3. (a) In order to exercise the Option you must give written notice to the
\nCompany pursuant to Section 14 of this contract stating the number of shares of
\nCommon Stock as to which the Option is being exercised, whether the shares being
\nexercised are incentive stock options or nonqualified stock options, the name
\nand address of the person to whom the stock is to be registered, and accompanied
\nby payment in full in cash, or by bank or certified check, of the option price
\nfor all such shares. At your election you may pay the option price by<\/p>\n

2<\/p>\n

\n

<\/p>\n

delivering to the Company shares of Common Stock of the Company with a fair
\nmarket value equal to the option price or by a combination of cash and shares of
\nCommon Stock. For purposes of this Section the fair market value of the
\nCompany153s Common Stock shall be the closing price of the Common Stock on the New
\nYork Stock Exchange on the last trading day preceding the day on which notice of
\nyour exercise is received by the Company.<\/p>\n

Regardless of any action the Company takes with respect to any or all income
\ntax, social insurance, payroll tax, payment on account or other tax-related
\nwithholding (“Tax-Related Items”), you hereby acknowledge that the ultimate
\nliability for all Tax-Related Items legally due by you, is and remains your
\nresponsibility and may exceed the amount actually withheld by the Company.
\nFurthermore, you acknowledge that the Company (a) makes no representations or
\nundertakings regarding the treatment of any Tax-Related Items in connection with
\nany aspect of the Option grant, including the grant, vesting or exercise of the
\nOption, or the subsequent sale of shares acquired pursuant to such exercise; and
\n(b) does not commit to and is under no obligation to structure the terms of the
\ngrant or any aspect of the Option to reduce or eliminate your liability for
\nTax-Related Items or achieve any particular tax result. If you become subject to
\nany Tax-Related Items in more than one jurisdiction (including jurisdictions
\noutside the United States) between the date of grant and the date of any
\nrelevant taxable event, you acknowledge that the Company may be required to
\nwithhold or account for (including report) Tax-Related Items in more than one
\njurisdiction.<\/p>\n

You acknowledge and agree that the Company shall not be required to deliver
\nthe shares being exercised upon any exercise of the Option unless it has
\nreceived payment in a form acceptable to the Company for all applicable
\nTax-Related Items, or arrangements satisfactory to the Company for the payment
\nthereof have been made.<\/p>\n

In this regard, you authorize the Company, in its sole discretion and without
\nany notice or further authorization by you, to withhold all applicable
\nTax-Related Items legally due by you from your wages or other cash compensation
\npaid by the Company or from proceeds of the sale of shares. Alternatively, or in
\naddition, the Company may instruct the broker whom it has selected for this
\npurpose (on your behalf and at your direction pursuant to this authorization) to
\nsell the shares that you acquire to meet the Tax-Related Items withholding
\nobligation. In addition, unless otherwise determined by the Company, Tax-Related
\nItems may be paid with outstanding shares of the Company153s Common Stock, such
\nshares to be valued at Fair Market Value on the exercise date. Finally, you
\nshall pay to the Company any amount of Tax-Related Items that the Company may be
\nrequired to withhold as a result of your participation in the Plan or your
\nexercise of the Option that cannot be satisfied by the means previously
\ndescribed.<\/p>\n

3<\/p>\n

\n

<\/p>\n

To avoid any negative accounting treatment, the Company may withhold or
\naccount for Tax-Related Items by considering applicable minimum statutory
\nwithholding amounts or other applicable withholding rates.<\/p>\n

(b) If at any time there occurs a “change in control” of the Company in
\naccordance with Section 8(b) of the Plan, then:<\/p>\n

(i) if, at the time of such change in control, more than six months have
\nelapsed since the date this Option was granted, this Option shall become
\nimmediately exercisable in full for the remainder of its term with respect to
\nall shares of Common Stock covered hereby on and after the date of such change
\nin control, or<\/p>\n

(ii) if, at the time of such change in control, fewer than six months have
\nelapsed since the date this Option was granted, this Option shall become
\nimmediately exercisable in full for the remainder of its term with respect to
\nall shares of Common Stock covered hereby on the first day following the end of
\na six month period after the date this Option was granted.<\/p>\n

4. If you retire while in the employ of the Company or a Subsidiary and prior
\nto the time you have fully exercised this Option, you may exercise this Option:\n<\/p>\n

(i) within three months after the date your employment with the Company or a
\nSubsidiary terminates by reason of your retirement with respect to incentive
\nstock options; and<\/p>\n

(ii) within three years after the date your employment with the Company or a
\nSubsidiary terminates by reason of your retirement with respect to nonqualified
\nstock options,<\/p>\n

to the extent this Option was exercisable by you on the date your employment
\nso terminated, and provided that the exercise is prior to the date seven years
\nfrom the date of grant. For purposes of this Option Contract, “retire” shall
\nmean your termination of employment that qualifies as a retirement under the
\nCompany153s tax-qualified retirement plan.<\/p>\n

5. If you become disabled while in the employ of the Company or a Subsidiary
\nand prior to the time you have fully exercised this Option, you may exercise
\nthis Option:<\/p>\n

(i) within twelve months after the date your employment with the Company or a
\nSubsidiary terminates by reason of your disability with respect to incentive
\nstock options, and,<\/p>\n

(ii) within three years after the date your employment with the Company or a
\nsubsidiary terminates by reason of your disability with respect to nonqualified
\nstock options,<\/p>\n

4<\/p>\n

\n

<\/p>\n

to the extent this Option was exercisable by you on the date your employment
\nso terminated, and provided that the exercise is prior to the date seven years
\nfrom the date of grant. For purposes of this Option Contract, “disabled” shall
\nmean your permanent and total disability as defined in Section 22(e) of the
\nInternal Revenue Code.<\/p>\n

6. If you die while in the employ of the Company or a Subsidiary and prior to
\nthe time you have fully exercised this Option, the executor or administrator of
\nyour estate or the person to whom this Option is transferred by will or the laws
\nof descent or distribution may exercise this Option:<\/p>\n

(i) within twelve months after the date of your death with respect to
\nincentive stock options, and<\/p>\n

(ii) within three years after the date of your death with respect to
\nnonqualified stock options,<\/p>\n

to the extent it was exercisable by you on the date of your death, and
\nprovided that the exercise is prior to the date seven years from the date of
\ngrant.<\/p>\n

7. With respect to both incentive stock options and nonqualified stock
\noptions, this Option shall terminate, to the extent it has not been previously
\nexercised, three months after the termination of your employment with the
\nCompany or a Subsidiary for any reason other than your retirement, disability or
\ndeath. During such three month period following your termination of employment
\nyou may exercise this Option to the extent it was exercisable by you on the date
\nyour employment terminated.<\/p>\n

8. Your acceptance of the Option will confirm: (1) that you are familiar with
\nthe business and affairs of the Company and its subsidiaries and (2) that you
\nunderstand and agree that the granting of the Option, and any action thereunder,
\ndoes not involve any statements or representations of any kind by the Company as
\nto its business, affairs, earnings or assets, or as to the tax status of the
\nOption or the tax consequences of any exercise thereof, or otherwise. You
\nfurther agree that any action at any time taken by or on behalf of the Company
\nor a subsidiary thereof, or by its directors or any committee thereof, which
\nmight or shall at any time adversely affect you or the Option, may be freely
\ntaken, notwithstanding any such adverse effect, without your being thereby or
\notherwise entitled to any right or claim against the Company or any other person
\nor party by reason thereof; provided, however, that exercise rights arising
\nunder Section 8 of the Plan due to a “change in control” shall not be abrogated.\n<\/p>\n

9. The Option is personal to you and except in the event of your death is not
\ntransferable or assignable either by your act or by operation of law, and no
\nassignee, trustee in bankruptcy, receiver or other party whomsoever shall have
\nany right to exercise the Option or any other right with respect to the Option
\nor to the Plan. The Option is transferable by your will or the laws of descent
\nand distribution, and in the event of your death the person<\/p>\n

5<\/p>\n

\n

<\/p>\n

entitled thereto shall, subject to the provisions hereof and of the Plan, be
\nentitled to exercise the Option to the same extent that you were entitled to as
\nof the date of your death. Unless otherwise indicated by the context or
\notherwise required by any term hereof, references herein to “you,” or in the
\nPlan to “the Optionee,” shall apply to said person entitled thereto.<\/p>\n

10. Nothing herein is intended to or shall give you any right or status of
\nany kind as a stockholder of the Company in respect of any shares covered by the
\nOption or entitle you to any dividends or other distributions thereon unless and
\nuntil said shares shall have been delivered to you and registered in your name.\n<\/p>\n

11. Nothing herein shall confer upon you any right to be continued in the
\nemploy of the Company or a Subsidiary or shall prevent the Company or Subsidiary
\nwhich employs you from changing the terms of your employment or terminating your
\nemployment at any time, with or without cause.<\/p>\n

12. If and when any questions arise from time to time as to the intent,
\nmeaning or application of any one or more of the provisions hereof or of the
\nPlan, such questions will be decided by the Management Development and
\nCompensation Committee or such other committee of the Board as may be designated
\nby the Board, or in the event the Company is merged into or consolidated with
\nany other corporation, by the Board of Directors (or a Committee appointed by
\nit) of the surviving or resulting corporation. Subject to the “change in
\ncontrol” provisions of Section 8 of the Plan, the decision of such Board of
\nDirectors or Committee, as the case may be, as to what is a fair and equitable
\nsettlement of each such question or as to what is a fair and proper
\ninterpretation of any provision hereof or thereof, whatever the effect of such a
\ndecision may be, beneficial or adverse, upon the Option or you, shall be
\nconclusive and binding and you hereby agree that the Option is granted to and
\naccepted by you subject to such condition and understanding.<\/p>\n

13. At such time or times as you may exercise this Option, the Company may
\nrequire you to represent in writing that it is your intention to acquire the
\nshares being acquired for investment only and not with a view to distribution
\nthereof. In such event, no shares will be issued unless and until the Company is
\nsatisfied as to the correctness of such representation. Also, the Company, in
\nits discretion, may from time to time impose “blackout periods” in which you may
\nnot sell the shares acquired by exercise of any option.<\/p>\n

14. Whenever any notice is to be given hereunder by you or by the Company,
\nsuch notice (i) if to you, may be given by delivering the same to you personally
\nor by sending it to you by registered or certified mail to your last address as
\nshown on the records of the Company, and (ii) if to the Company, may be given by
\ndelivering the same personally to its President, its Secretary, or its
\nTreasurer, or by sending it to the Company by registered or certified mail
\ndirected to it, at its said principal office, provided that a notice hereunder
\nshall not be deemed given to the Company unless and until it receives the same
\nat this said principal office.<\/p>\n

6<\/p>\n

\n

<\/p>\n

15. Except to the extent that counsel to the Company shall render their
\nopinion that no approval by the New York Stock Exchange is required in the
\npremises, this Option Contract and all of the obligations of the Company in
\nconnection therewith and under the Plan shall be subject to and conditioned upon
\nthe approval by the New York Stock Exchange of a Listing Application with
\nrespect to all shares of stock of the Company (other than treasury shares) which
\nmay be issued under the Plan with respect to this particular Option Contract.\n<\/p>\n

16. If the foregoing is acceptable to you, please so confirm by signing and
\nreturning the duplicate of this letter enclosed for that purpose, whereupon this
\nletter and such confirmation, together with the Plan, shall constitute an
\nagreement between you and the Company superseding any and all other
\nunderstandings in reference to the matter herein, including among others, the
\nstock Option hereinabove granted, and binding upon and inuring to the benefit of
\nthe Company and, unless otherwise determined as provided in the Plan, its
\nsuccessors and assigns, as well as yourself and, to the extent hereinabove
\nprovided, your legal representatives. In the event of a conflict between the
\nprovisions in this Option Contract and in the Plan, the provisions of the Plan
\nshall govern and control. The laws of the Commonwealth of Pennsylvania shall
\ncontrol the interpretation and construction of all your rights hereunder.<\/p>\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n\n

HARSCO CORPORATION<\/p>\n<\/td>\n<\/tr>\n

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

By:<\/p>\n<\/td>\n

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

S. D. Fazzolari<\/p>\n<\/td>\n<\/tr>\n

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

Chairman, President & Chief Executive Officer<\/p>\n<\/td>\n<\/tr>\n

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

I hereby accept and agree to the provisions of this Option Contract and the
\nPlan that is attached as of the date of this Option Contract. I acknowledge that
\nthis includes my agreement to abide by the noncompetition and other provisions
\nof Section 2.<\/p>\n<\/td>\n

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

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

<\/td>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

7<\/p>\n

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