HARSCO CORPORATION As Amended and Restated RESTRICTED STOCK UNIT AGREEMENT FOR INTERNATIONAL EMPLOYEES
EXHIBIT
10(w)
HARSCO
CORPORATION
1995
EXECUTIVE INCENTIVE COMPENSATION PLAN
As
Amended and Restated
FOR
INTERNATIONAL EMPLOYEES
This
Restricted Stock Unit Agreement (the “Agreement”) is made on this ____ day of
_______, 2008 (the “Date of Grant”) by and between Harsco Corporation, a
Delaware corporation (the “Company”) and «Name», (the “Grantee”).
1. Grant of Restricted Stock
Units. Subject to and upon the terms, conditions and
restrictions set forth in this Agreement (including the country-specific terms
for the Grantee’s country of residence set forth in the Appendix to this
Agreement) and in the Company’s 1995 Executive Incentive Compensation Plan (as
amended and restated January 27, 2004) and any sub-plan to the 1995 Executive
Incentive Compensation Plan (as amended and restated January 27, 2004) for the
Grantee’s country of residence (together, the “Plan”), the Company hereby grants
to the Grantee as of the Date of Grant «Number_of_RSUs» Restricted Stock Units
(the “Restricted Stock Units”), which shall become vested in accordance with
Section 3 hereof. Each Restricted Stock Unit shall represent one
share of Common Stock, $1.25 par value, of the Company (the “Common Stock”) and
shall at all times be equal in value to one share of Common
Stock. The Restricted Stock Units will be credited to the Grantee in
an account established for the Grantee until payment in accordance with Section
4 hereof.
Except as
expressly provided in this Agreement, capitalized terms used herein will have
the meaning ascribed to such terms in the Plan.
2. Restrictions on Transfer of
Restricted Stock Units. Neither the Restricted Stock Units
granted hereby nor any interest therein or in the Common Stock related thereto
shall be transferable prior to issuance of the Common Stock in settlement of the
Restricted Stock Unit Award other than by will or pursuant to the laws of
descent and distribution (or to a designated Beneficiary in the event of the
Grantee’s death).
3. Vesting
of Restricted Stock Units.
(a) The
Restricted Stock Units shall vest as to one-third of such Restricted Stock Units
on the first anniversary of the Date of Grant and as to an additional one-third
on each succeeding anniversary date (each such date a “Vesting Date”), so as to
be 100% vested on the third anniversary thereto, conditioned upon the Grantee’s
continued employment with the Company or a subsidiary as of each Vesting
Date. Any Restricted Stock Units not vested will be forfeited, except
as provided in Section 3(b) below, if the Grantee ceases to be continuously
employed by his/her employer (the “Employer”) or the Company or any of its
subsidiaries prior to each Vesting Date. For purposes of this
Agreement, “continuously employed” shall mean the absence of any interruption or
termination of employment with the Company or with a subsidiary of the
Company. Continuous employment shall not be considered interrupted or
terminated in the case of sick leave, military leave or any other leave of
absence approved by the Company or in the case of transfers between locations of
the Company and its subsidiaries.
(b) Notwithstanding
the provisions of Section 3(a), all of the Restricted Stock Units shall
immediately vest and become non-forfeitable upon the occurrence of any of the
following events (each, a “Vesting Event”): (i) the Grantee’s death or becoming
Disabled, (ii) a Change in Control, or (iii) the Grantee’s retirement after age
62.
(c) For
purposes of this Section 3, the Grantee shall be considered “Disabled” if the
Grantee is: (i) unable to engage in any substantial gainful activity by reason
of any medically determinable physical or mental impairment which can be
expected to result in death or can be expected to last for a continuous period
of not less than twelve (12) months, or (ii) by reason of any medically
determinable physical or mental impairment which can be expected to result in
death or can be expected to last for a continuous period of not less than twelve
(12) months, receiving income replacement benefits for a period of not less than
three (3) months under an accident and health plan covering employees of the
Company.
4. Issuance
of the Common Stock.
(a) The
Company will issue to the Grantee the Common Stock underlying the vested
Restricted Stock Units on the applicable Vesting Date or, if earlier, upon the
occurrence of a Vesting Event.
(b) Except to
the extent provided by Section 409A of the Code and permitted by the Company, no
Stock may be issued to the Grantee at a time earlier than otherwise expressly
provided in this Agreement.
(c) The
Company’s obligations to the Grantee with respect to the Restricted Stock Units
will be satisfied in full upon the issuance of shares of Common Stock
corresponding to such Restricted Stock Units.
5. Dividend,
Voting and Other Rights.
(a) The
Grantee shall have no rights of ownership in the shares of Common Stock
underlying the Restricted Stock Units and shall have no right to dividends and
no right to vote such shares until the date on which the Restricted Stock Units
are vested and a stock certificate (or certificates) representing such shares of
Common Stock is issued to the Grantee pursuant to Section 4 above.
(b) The
obligations of the Company under this Agreement will be merely that of an
unfunded and unsecured promise of the Company to deliver shares of Common Stock
in the future, and the rights of the Grantee will be no greater than that of an
unsecured general creditor. No assets of the Company will be held or
set aside as security for the obligations of the Company under this
Agreement.
6. Adjustments. The
number of shares of Common Stock issuable pursuant to the Restricted Stock Units
is subject to adjustment as provided in Section 4(c) of the Plan.
7. Compliance with
Law. The Company shall make reasonable efforts to comply with
all applicable local and United States federal and state securities laws; provided, however,
notwithstanding any other provision of this Agreement, the Company shall not be
obligated to issue any shares of Common Stock pursuant to this Agreement if the
issuance thereof would result in a violation of any such law.
8. Compliance with Section 409A of the
Code. To the extent applicable, it is intended that this
Agreement and the Plan comply with the provisions of Section 409A of the
Code. This Agreement and the Plan shall be administered in a manner
consistent with this intent, and any provision that would cause this Agreement
or the Plan to fail to satisfy Section 409A of the Code shall have no force
or effect until amended to comply with Section 409A of the Code (which
amendment may be retroactive to the extent permitted by Section 409A of the
Code and may be made by the Company without the consent of the
Grantee). In particular, to the extent that the Vesting Event (and
the right to
receive
payment of the shares of Common Stock underlying the Restricted Stock Units)
occurs pursuant to Section 3(b)(iii) or pursuant to an event that would subject
the Grantee to penalties under Section 409A(a)(1) of the Code, then
notwithstanding anything to the contrary in Section 4 above, payment will
be made to the Grantee on the earlier of (a) the Grantee’s “separation from
service” with the Company (determined in accordance with Section 409A);
provided, however, that if the
Grantee is a “specified employee” (within the meaning of Section 409A), the
date of payment shall be made on the date which is six (6) months after the date
of the Grantee’s separation from service with the Company or (b) the Grantee’s
death.
9.
Interpretation. Any
reference in this Agreement to Section 409A of the Code will also include the
final regulations, or any other guidance, promulgated with respect to such
Section by the U.S. Department of the Treasury or the Internal Revenue
Service.
10. No Employment
Rights. This award will not confer upon the Grantee any right
with respect to continuance of employment by the Employer, nor will it interfere
in any way with any right of the Employer to terminate the Grantee’s employment
at any time.
11. Taxes. Regardless
of any action the Company or the Employer takes with respect to any or all
income tax, social insurance, payroll tax, payment on account or other
tax-related withholding (“Tax-Related Items”), the Grantee acknowledges that the
ultimate liability for all Tax-Related Items legally due by him or her is and
remains the Grantee’s responsibility and that the Company and/or the Employer
(1) make no representations or undertakings regarding the treatment of any
Tax-Related Items in connection with any aspect of the Restricted Stock Units,
including the grant or vesting of the Restricted Stock Units, the settlement of
the Restricted Stock Units in shares of Common Stock upon vesting, the
subsequent sale of any shares of Common Stock acquired at vesting and the
receipt of any dividends or Dividend Equivalents; and (2) do not commit to
structure the terms of the grant or any aspect of the Restricted Stock Units to
reduce or eliminate the Grantee’s liability for Tax-Related Items.
Prior to
the taxable event, the Grantee shall pay or make adequate arrangements
satisfactory to the Company and/or the Employer to satisfy all tax withholding
and payment on account obligations of the Company and/or the Employer that arise
in connection with the Restricted Stock Units. In this regard, if
permissible under local law, the Grantee authorizes the Company and/or the
Employer, at its discretion, to satisfy the obligations with regard to all
Tax-Related Items legally payable by the Grantee by withholding a number of
shares of Common Stock otherwise issuable to the Grantee under the Restricted
Stock Units, provided, however, that no shares of Common Stock are withheld with
a value exceeding the minimum withholding amount (or such other amount as is
required to avoid adverse accounting implications). If the foregoing
method of withholding is prohibited or insufficient to satisfy all Tax-Related
Items legally payable by the Grantee, then the Grantee hereby authorizes the
Company and/or the Employer to satisfy the Grantee’s obligation for Tax-Related
Items by any one or a combination of the following methods: (i) by withholding
from the Grantee’s wages or other cash compensation paid to the Grantee by the
Company and/or the Employer; or (ii) by selling shares or arranging for the sale
of shares of Common Stock (in either case on the Grantee’s behalf and at the
Grantee’s direction pursuant to this authorization) issued in settlement of the
Restricted Stock Units. If the obligation for Tax-Related Items is
satisfied by withholding a number of shares of Common Stock as described herein,
the Grantee will be deemed to have been issued the full number of shares of
Common Stock under the Restricted Stock Units, notwithstanding that a number of
the shares of Common Stock is held back solely for the purpose of paying the
Tax-Related Items due as a result of the vesting of the Restricted Stock
Units.
Finally,
the Grantee will pay to the Company or the Employer any amount of Tax-Related
Items that the Company or the Employer may be required to withhold as a result
of the Grantee’s
participation
in the Plan or his/her acquisition of shares of Common Stock that cannot be
satisfied by the means previously described. The Company shall not be
required to issue shares of Common Stock pursuant to this Agreement unless and
until such obligations are satisfied.
12. Nature of Grant. In
accepting the grant of Restricted Stock Units, the Grantee acknowledges and
agrees that:
(a) the Plan
is established voluntarily by the Company, it is discretionary in nature and it
may be modified, amended, suspended or terminated by the Company at any time,
unless otherwise provided in the Plan and the Agreement;
(b) the Award
is voluntary and occasional and does not create any contractual or other right
to receive future grants of Restricted Stock Units, or benefits in lieu of
Restricted Stock Units, even if Restricted Stock Units have been granted
repeatedly in the past;
(c) all
decisions with respect to future grants of Restricted Stock Units or other
awards, if any, will be at the sole discretion of the Company;
(d) the
Grantee is voluntarily participating in the Plan;
(e) the award
of Restricted Stock Units is not part of normal or expected compensation or
salary for any purposes, including, but not limited to, calculating any
severance, resignation, termination, redundancy, end of service payments,
bonuses, long-service awards, pension or retirement or welfare benefits or
similar payments and in no event should be considered as compensation for, or
relating in any way to, past services for the Company or the
Employer;
(f) the award
of Restricted Stock Units and the Grantee’s participation in the Plan will not
be interpreted to form an employment contract or relationship with the Company
or any of its subsidiaries;
(g) the
future value of the shares of Common Stock underlying the Award is unknown and
cannot be predicted with certainty;
(h) in
consideration of the grant of the Restricted Stock Units, no claim or
entitlement to compensation or damages shall arise from termination of the Award
or diminution in value of the Award or shares of Common Stock acquired pursuant
to the Award resulting from termination of the Grantee’s employment by the
Company or the Employer (for any reason whatsoever and whether or not in breach
of local labor laws) and the Grantee irrevocably releases the Company and the
Employer from any such claim that may arise; if, notwithstanding the foregoing,
any such claim is found by a court of competent jurisdiction to have arisen,
then, by accepting the Award, the Grantee will be deemed irrevocably to have
waived the Grantee’s entitlement to pursue such claim;
(i) in the
event of termination of the Grantee’s employment (whether or not in breach of
local labor laws), the Grantee’s right to receive the Award and vest in the
Award under the Plan, if any, will terminate effective as of the date that the
Grantee is no longer actively employed and will not be extended by any notice
period mandated under local law (e.g., active employment would
not include a period of “garden leave” or similar period pursuant to local law);
the Committee shall have the exclusive discretion to determine when the Grantee
is no longer actively employed for purposes of the Grantee’s Award;
(j) the
Company is not providing any tax, legal or financial advice, nor is the Company
making any recommendations regarding the Grantee’s participation in the Plan, or
the Grantee’s acquisition or sale of the underlying shares of Common Stock;
and
(k) the
Grantee is hereby advised to consult with the Grantee’s personal tax, legal and
financial advisors regarding the Grantee’s participation in the Plan before
taking any action related to the Plan.
13. Data Privacy. The
Grantee hereby explicitly and unambiguously consents to the collection, use and
transfer, in electronic or other form, of the Grantee’s personal data as
described in the Agreement by and among, as applicable, the Employer, and the
Company and its subsidiaries for the exclusive purpose of implementing,
administering and managing the Grantee’s participation in the Plan.
The
Grantee understands that the Company and the Employer may hold certain personal
information about the Grantee, including, but not limited to, the Grantee’s
name, home address and telephone number, date of birth, social insurance number
or other identification number, salary, nationality, job title, any stock or
directorships held in the Company, details of all Restricted Stock Units or any
other entitlement to shares Common Stock awarded, canceled, exercised, vested,
unvested or outstanding in the Grantee’s favor, for the purpose of implementing,
administering and managing the Plan (“Data”). The Grantee understands
that Data may be transferred to any third parties assisting in the
implementation, administration and management of the Plan, that these recipients
may be located in the Grantee’s country or elsewhere including outside the
European Economic Area, and that the recipients’ country (e.g., the United States) may
have different data privacy laws and protections than the Grantee’s
country. The Grantee understands that the Grantee may request a list
with the names and addresses of any potential recipients of the Data by
contacting the Grantee’s local human resources representative. The
Grantee authorizes the recipients to receive, possess, use, retain and transfer
the Data, in electronic or other form, for the sole purpose of implementing,
administering and managing the Grantee’s participation in the Plan, including
any requisite transfer of such Data as may be required to a broker or other
third party with whom the Grantee may elect to deposit any shares of Common
Stock acquired pursuant to the Award. The Grantee understands that Data will be
held only as long as is necessary to implement, administer and manage the
Grantee’s participation in the Plan. The Grantee understands that the
Grantee may, at any time, view Data, request additional information about the
storage and processing of Data, require any necessary amendments to Data or
refuse or withdraw the consents herein, in any case without cost, by contacting
in writing the Grantee’s local human resources representative. The
Grantee understands, however, that refusing or withdrawing the Grantee’s consent
may affect the Grantee’s ability to participate in the Plan. For more
information on the consequences of the Grantee’s refusal to consent or
withdrawal of consent, the Grantee understands that the Grantee may contact the
Grantee’s local human resources representative.
14. Governing Law. The
Restricted Stock Unit grant and the provisions of this Agreement are governed
by, and subject to, the Delaware General Corporation law and the laws of the
State of Pennsylvania (with the exception of its conflict of law provisions), as
provided in the Plan.
For
purposes of litigating any dispute that arises directly or indirectly from the
relationship of the parties evidenced by this grant or the Agreement, the
parties hereby submit to and consent to the exclusive jurisdiction of the State
of Pennsylvania and agree that such litigation shall be conducted only in the
courts of Cumberland County, Pennsylvania, or the federal courts for the United
States for the Middle District of Pennsylvania, and no other courts, where this
grant is made and/or to be performed.
15. Language. If the
Grantee has received this Agreement or any other document related to the Plan
translated into a language other than English and if the translated version is
different than the English version, the English version will control, unless
otherwise prescribed by local law.
16. Electronic
Delivery. The Company may, in its sole discretion, decide to
deliver any documents related to the Restricted Stock Units granted under and
participation in the Plan or future Restricted Stock Units that may be granted
under the Plan by electronic means or to request the Grantee’s consent to
participate in the Plan by electronic means. The Grantee hereby
consents to receive such documents by electronic delivery and, if requested, to
agree to participate in the Plan through an on-line or electronic system
established and maintained by the Company or a third party designated by the
Company.
17. Appendix. Notwithstanding
any provisions in this Agreement or the Plan, the grant of Restricted Stock
Units shall be subject to any special terms and conditions set forth in the
Appendix to this Agreement for the Grantee’s country of residence, if
any. The Appendix constitutes part of this Agreement.
18. Amendments. Any
amendment to the Plan shall be deemed to be an amendment to this Agreement to
the extent that the amendment is applicable hereto; provided, however, that no
amendment shall adversely affect the rights of the Grantee under this Agreement
without the Grantee’s consent.
19. Severability. In
the event that one or more of the provisions of this Agreement shall be
invalidated for any reason by a court of competent jurisdiction, any provision
so invalidated shall be deemed to be separable from the other provisions hereof,
and the remaining provisions hereof shall continue to be valid and fully
enforceable.
20. Relation to
Plan. This Agreement is subject to the terms and conditions of
the Plan. In the event of any inconsistency between the provisions of
this Agreement and the Plan, the Plan shall govern. The Board acting
pursuant to the Plan, as constituted from time to time, shall, except as
expressly provided otherwise herein, have the right to determine any questions
which arise in connection with the grant of the Restricted Stock
Units.
This
Agreement is executed by the Company on the day and year first set forth
above.
|
HARSCO
CORPORATION
By:
▇▇▇▇
▇. ▇▇▇▇▇▇
General
Counsel and Corporate
Secretary
|
The
undersigned hereby acknowledges receipt of an executed original of this
Agreement and accepts the award of Restricted Stock Units granted hereunder on
the terms and conditions set forth in this Agreement, the Appendix, the
Company’s 1995 Executive Incentive Compensation Plan (as Amended and Restated)
and any sub-plan to the 1995 Executive Incentive Compensation Plan.
| Date: ________________, 2008 | _______________________________
Name
|
APPENDIX
ADDITIONAL
TERMS AND CONDITIONS OF THE
HARSCO
CORPORATION 1995 EXECUTIVE INCENTIVE COMPENSATION PLAN
FOR
INTERNATIONAL EMPLOYEES
TERMS
AND CONDITIONS
This
Appendix includes additional terms and conditions that govern the Restricted
Stock Units granted to the Grantee under the Plan if he or she resides in one of
the countries listed below. This Appendix is part of the
Agreement. Unless otherwise defined, capitalized terms used but not
defined in this Appendix have the meanings set forth in the Plan and/or the
Agreement.
NOTIFICATIONS
This
Appendix also includes information regarding exchange controls and certain other
issues of which the Grantee should be aware with respect to participation in the
Plan. The information is based on the securities, exchange control,
and other laws in effect in the respective countries as of January
2008. Such laws are often complex and change
frequently. As a result, the Company strongly recommends that the
Grantee not rely on the information in this Appendix as the only source of
information relating to the consequences of his or her participation in the Plan
because the information may be out of date at the time that the Grantee vests in
the Restricted Stock Units or sell shares of Common Stock acquired under the
Plan.
In
addition, the information contained herein is general in nature and may not
apply to the Grantee’s particular situation, and the Company is not in a
position to assure the Grantee of a particular result. Accordingly,
the Grantee is advised to seek appropriate professional advice as to how the
relevant laws in his or her country may apply to the Grantee’s
situation.
Finally,
if the Grantee is a citizen or resident of a country other than the one in which
he or she is currently working, the information contained herein may not be
applicable.
AUSTRALIA
TERMS
AND CONDITIONS
Restricted Stock Units Payable Only
in Shares. Notwithstanding any discretion in the Plan or
anything to the contrary in the Agreement, the grant of Restricted Stock Units
does not provide any right for the Grantee to receive a cash payment and the
Restricted Stock Units are payable in shares of Common Stock
only.
BELGIUM
TERMS
AND CONDITIONS
Tax Compliance. The Grantee is
required to report any taxable income attributable to the Restricted Stock Units
on his or her annual tax return. In addition, the Grantee is required
to report any bank accounts opened and maintained outside Belgium on his or her
annual tax return.
BRAZIL
TERMS
AND CONDITIONS
Compliance with
Law. By accepting the Restricted Stock Units, the Grantee
acknowledges that he or she agrees to comply with applicable Brazilian laws and
pay any and all applicable taxes associated with the vesting of the Restricted
Stock Units, the receipt of any dividends, and the sale of shares of Common
Stock acquired under the Plan.
NOTIFICATIONS
Exchange Control
Information. If the Grantee is resident or domiciled in
Brazil, he or she will be required to submit annually a declaration of assets
and rights held outside of Brazil to the Central Bank of Brazil if the aggregate
value of such assets and rights is equal to or greater than
US$100,000. Assets and rights that must be reported include shares of
Common Stock.
CANADA
TERMS
AND CONDITIONS
The following provisions
will apply to Grantees who are residents of Quebec:
Language
Consent. The parties acknowledge that it is their express wish
that this Agreement, as well as all documents, notices and legal proceedings
entered into, given or instituted pursuant hereto or relating directly or
indirectly hereto, be drawn up in English.
Les parties reconnaissent avoir
exigé la rédaction en anglais de cette convention (“Agreement”), ainsi que de tous documents
exécutés, ▇▇▇▇ ▇▇▇▇▇▇ et procédures judiciaries intentées, directement ou
indirectement, relativement à ou suite à la présente
convention.
Data Privacy Notice and
Consent. This provision supplements Section 13 of the
Agreement:
The
Grantee hereby authorizes the Company and the Company’s representatives to
discuss with and obtain all relevant information from all personnel,
professional or not, involved in the administration and operation of the
Plan. The Grantee further authorizes the Company and any subsidiary
and the administrator of the Plan to disclose and discuss the Plan with their
advisors. The Grantee further authorizes the Company and any
subsidiary to record such information and to keep such information in his or her
Grantee file.
GERMANY
NOTIFICATIONS
Exchange Control
Information. Cross-border payments in excess of €12,500 must
be reported monthly to the German Federal Bank. If the Grantee uses a
German bank to transfer a cross-border payment in excess of €12,500 in
connection with the sale of shares of Common Stock acquired under the Plan, the
bank will make the report for the Grantee. In addition, the Grantee
must report any receivables or payables or debts in foreign currency exceeding
€5,000,000 on a monthly basis.
MEXICO
TERMS
AND CONDITIONS
Labor Law Policy and
Acknowledgment. In accepting the grant of Restricted Stock
Units, the Grantee expressly recognizes that Harsco Corporation, with registered
offices at ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇
▇▇▇▇▇▇ of America, is solely responsible for the administration of the Plan and
that his or her participation in the Plan and acquisition of shares of Common
Stock do not constitute an employment relationship between the Grantee and
Harsco Corporation since the Grantee is participating in the Plan on a wholly
commercial basis and his or her sole Employer is MultiServ Metals de Mexico SA
de CV. Based on the foregoing, the Grantee expressly recognizes that the Plan
and the benefits that he or she may derive from participating in the Plan do not
establish any rights between the Grantee and the Employer, MultiServ Metals de
Mexico SA de CV, and do not form part of the employment conditions and/or
benefits provided by MultiServ Metals de Mexico SA de CV and any modification of
the Plan or its termination shall not constitute a change or impairment of the
terms and conditions of the Grantee’s employment.
The
Grantee further understands that his or her participation in the Plan is as a
result of a unilateral and discretionary decision of Harsco Corporation;
therefore, Harsco Corporation reserves the absolute right to amend and/or
discontinue the Grantee’s participation at any time without any liability to the
Grantee.
Finally,
the Grantee hereby declares that he or she does not reserve to him- or herself
any action or right to bring any claim against Harsco Corporation for any
compensation or damages regarding any provision of the Plan or the benefits
derived under the Plan, and the Grantee therefore grants a full and broad
release to Harsco Corporation, its affiliates, branches, representation offices,
its shareholders, officers, agents, or legal representatives with respect to any
claim that may arise.
Spanish
Translation
MÉXICO
TÉRMINOS
Y CONDICIONES
Política Laboral y
Reconocimiento. Al aceptar el otorgamiento de las Acciones
Restringidas, el Beneficiario expresamente reconoce que Harsco Corporation, con
oficinas registradas en ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇,
en los Estados Unidos de América, es el único
responsable
por la administración del Plan y que su participación en el Plan y la
adquisición de Acciones no constituyen una relación de trabajo entre el
Beneficiario y Harsco Corporation, ya que el Beneficiario participa en un marco
totalmente comercial y que su único patrón lo es MultiServ Metals de Mexico SA
de CV. Derivado de lo anterior, el Beneficiario expresamente reconoce
que el Plan y los beneficios que deriven de su participación en el Plan no
establecen derecho alguno entre el Beneficiario y el patrón, MultiServ Metals de
Mexico SA de CV, y no ▇▇▇▇▇▇ parte de las condiciones de trabajo y/o
prestaciones otorgadas por MultiServ Metals de Mexico SA de CV y cualquier
modificación al Plan o su terminación no constituye un cambio o impedimento en
los términos y condiciones de la relación de trabajo del
Beneficiario.
Asimismo,
el Beneficiario entiende que su participación en el Plan es resultado de una
decisión unilateral y discrecional de Harsco Corporation; por lo tanto, Harsco
Corporation se reserva el derecho absoluto de modificar y/o terminar la
participación del Beneficiario en cualquier tiempo sin responsabilidad para con
el mismo.
Finalmente,
por medio del presente el Beneficiario manifiesta que no se reserva ninguna
acción o derecho que ejercitar en contra de Harsco Corporation por cualquier
compensación o daño en relación con cualquier disposición del Plan o de los
beneficios derivado del mismo y el Beneficiario por lo tanto, otorga el
finiquito más amplio que en derecho proceda a Harsco Corporation, sus afiliadas,
sucursales, oficinas de representación, sus accionistas, funcionarios, agentes o
representantes legales, con respecto a cualquier demanda que pudiera
surgir.
NETHERLANDS
NOTIFICATIONS
Securities Law
Information. The Grantee should be aware of Dutch ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇ rules which may impact the sale of shares of Common Stock acquired under
the Plan. In particular, the Grantee may be prohibited from effecting
certain transactions if he or she has insider information regarding the
Company.
By
accepting the grant of Restricted Stock Units and participating in the Plan, the
Grantee acknowledges having read and understood this Securities Law Information
and further acknowledges that it is the Grantee’s responsibility to comply with
the following Dutch ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ rules:
Under
Article 46 of the Act on the Supervision of the Securities Trade 1995, anyone
who has “insider information” related to an issuing company is prohibited from
effectuating a transaction in securities in or from the
Netherlands. “Inside information” is defined as knowledge of details
concerning the issuing company to which the securities relate that is not public
and which, if published, would reasonably be expected to affect the stock price,
regardless of the development of the price. The insider could be any
Grantee of the Company or a subsidiary in the Netherlands who has inside
information as described herein.
Given the
broad scope of the definition of inside information, certain Grantees of the
Company working at a subsidiary in the Netherlands (including a Grantee in the
Plan) may have inside information and, thus, would be prohibited from
effectuating a transaction in securities in the Netherlands at a time when the
Grantee had such inside information.
POLAND
NOTIFICATIONS
Exchange Control
Information. Polish residents holding foreign securities
(including shares of Common Stock) and maintaining accounts abroad must report
information to the National Bank of Poland on transactions and balances of the
securities and cash deposited in such accounts if the value of such transactions
or balances exceeds €10,000. If required, the reports are due on a
quarterly basis by the 20th day following the end of each
quarter. The reports are filed on special forms available on the
website of the National Bank of Poland.
SLOVAK
REPUBLIC
NOTIFICATIONS
Exchange Control
Information. The Grantee is required to notify the Slovak
National Bank with respect to the establishment of accounts abroad within 15
days after the end of the calendar year (effective from January 1,
2007). The notification forms may be found at the Slovak National
Bank website as follows: ▇▇▇.▇▇▇.▇▇. The
Grantee should consult with a personal legal advisor to determine which forms
the Grantee will be required to submit and when they will be due.
SOUTH
AFRICA
TERMS
AND CONDITIONS
Withholding
Taxes. This provision supplements Section 11 of the
Agreement:
By
accepting the Restricted Stock Units, the Grantee agrees to notify the Employer
of the amount of any gain realized upon vesting of the Restricted Stock
Units. If the Grantee fails to advise the Employer of the gain
realized at vesting, he or she may be liable for a fine. The Grantee
will be responsible for paying any difference between the actual tax liability
and the amount withheld.
Exchange Control
Obligations. The Grantee is solely responsible for complying
with applicable South African exchange control regulations. Since the
exchange control regulations change frequently and without notice, the Grantee
should consult his or her legal advisor prior to the acquisition or sale of
Common Stock under the Plan to ensure compliance with current
regulations. As noted, it is the Grantee’s responsibility to comply
with South African exchange control laws, and neither the Company nor the
Employer will be liable for any fines or penalties resulting from failure to
comply with applicable laws.
UNITED ARAB
EMIRATES
There are
no country specific provisions.
UNITED
KINGDOM
TERMS
AND CONDITIONS
Withholding
Taxes. This provisions supplements Section 11 of the
Agreement:
If
payment or withholding of the Tax-Related Items is not made within 90 days of
the event giving rise to the Tax-Related Items (the “Due Date”) or such other
period specified in Section 222(1)(c) of the U.K. Income Tax (Earnings and
Pension) ▇▇▇ ▇▇▇▇, the amount of any uncollected Tax-Related Items will
constitute a loan owed by the Grantee to the Employer, effective on the Due
Date. The Grantee agrees that the loan will bear interest at the
then-current Official Rate of Her Majesty’s Revenue and Customs (“HMRC”), it
will be immediately due and repayable, and the Company or the Employer may
recover it at any time thereafter by any of the means referred to in Section 11
of the Agreement. Notwithstanding the foregoing, if the Grantee is a
director or executive officer of the Company (within the meaning of Section
13(k) of the U.S. Securities and Exchange Act of 1934, as amended), the Grantee
will not be eligible for such a loan to cover the Tax-Related
Items. In the event that the Grantee is a director or executive
officer and the Tax-Related Items are not collected from or paid by the Grantee
by the Due Date, the amount of any uncollected Tax-Related Items will constitute
a benefit to the Grantee on which additional income tax and national insurance
contributions will be payable. The Grantee will be responsible for
reporting and paying any income tax and national insurance contributions due on
this additional benefit directly to HMRC under the self-assessment
regime.
Director
Notification. If the Grantee is a director or shadow director
of a U.K. subsidiary of the Company and the U.K. subsidiary is not wholly owned
by the Company, the Grantee is subject to certain notification requirements
under the Companies Act. Specifically, the Grantee must notify the
U.K. subsidiary in writing of the Grantee’s interest in the Company and the
number and class of shares or
rights to
which the interest relates. The Grantee must also notify the U.K.
subsidiary when the Grantee acquires or sells shares of Common Stock acquired
under the Plan. This disclosure requirement also applies to any
rights or shares acquired by the Grantee’s spouse or children (under the age of
18).
Restricted Stock Units Payable Only
in Shares. For Grantees who are resident and ordinarily
resident in the U.K. at the time that this grant is made, Restricted Stock Units
shall be payable in shares of Common Stock only and do not provide any right for
the Grantee to receive a cash payment.