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CONSULTING AGREEMENT
THIS AGREEMENT, dated as of the 1st day of March 1998, is made by and
between the HARSCO CORPORATION (hereinafter referred to as "Harsco") and XXXXXXX
X. XXXXXXXXX (hereinafter referred to as "Consultant").
WHEREAS, effective March 1, 1998, Consultant is retiring as the Senior
Vice President and Chief Operating Officer of Harsco Corporation and for a
certain period after such retirement, Harsco desires the Consultant to provide
certain consulting services to Harsco, and Consultant has agreed to provide such
services, all pursuant to the terms of this Agreement.
NOW, THEREFORE, in consideration of the mutual agreements and covenants
hereinafter set forth, the parties agree as follows:
1. Consulting Services. From March 1, 1998 through February 28, 1999,
Consultant will serve as a general advisor and consultant to Harsco regarding
matters relevant to the knowledge and expertise which Consultant acquired as an
officer of Harsco. During that period, Consultant shall provide such specific
services as may be reasonably assigned to him from time to time by the Chief
Executive Officer pursuant to a schedule mutually satisfactory to both
Consultant and Harsco. Such services will be rendered from Consultant's home
including telephone consultations with Harsco on an as-needed basis, and upon
the request of the Chief Executive Officer, will be rendered at the Corporate
Office and/or other locations.
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2. Consulting Fees and Other Compensation.
(a) Harsco shall pay Consultant at the rate of $10,000 for each
three month period commencing March 1, 1998, and ending February 28, 1999.
Payments will be made in arrears by the 10th day after each three month period.
The fee will be prorated for any period of less than three months in the event
of early termination of the agreement.
(b) Harsco will provide Consultant with partial reimbursement of
COBRA premiums for continuation of group health insurance for Consultant and his
qualified dependents (provided that Consultant elects to continue such coverage)
for the medical insurance plan that is in effect for Corporate Office employees
as such plan may be changed from time to time. Reimbursement will continue until
Consultant attains age 65 years on December 26, 2000.
Harsco's COBRA reimbursement payment will be made monthly upon
receipt of a check from Consultant in the amount of the COBRA premium (which is
currently $490.49). The reimbursement to the Consultant will be in a monthly
amount equal to Consultant's premium payment less the amount of the coverage
cost being charged at that time by Harsco to Corporate Office employees
(currently $126.00 for employee plus spouse).
Amounts payable under this subsection (b) may be considered
income to Consultant and be subject to state and local tax obligations at the
end of the year in which the amounts are paid.
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(c) Harsco will continue Consultant's present level of life insurance
coverage in the amount of $500,000 until Consultant attains age 65 years. This
benefit will result in income being imputed to Consultant for federal income tax
purposes under Internal Revenue Code Section 79. Subsequent to that time, a
post-retirement group term life insurance benefit of $5,000 will be continued on
Consultant's life at Harsco's expense.
(d) Consultant agrees to indemnify and hold Harsco harmless from any
liability for tax payments, required tax withholdings, penalties, additions to
tax and/or interest which may arise from compensation and benefits provided
under this agreement.
3. Expenses. In addition to the payment of consulting fees pursuant to
Section 2 above, Consultant shall be reimbursed by Harsco for reasonable
business travel expenses incurred in connection with the performance of services
hereunder, provided that prior approval by Harsco for incurring the expenses was
obtained, and appropriate receipts are presented to Harsco.
4. Term and Termination. The term of this Agreement shall commence on
March 1, 1998 and shall remain in effect until December 31, 2000 (provided,
however, that the consulting duties and accrual of fees terminate February 28,
1999). Notwithstanding the foregoing, this Agreement shall terminate upon the
death or disability of Consultant, and Harsco may terminate this Agreement for
"cause" upon written notice to Consultant. As used in this Agreement, the term
"cause" shall include, but not be limited to Consultant's unreasonable refusal
to
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perform the duties reasonably assigned to him under this Agreement or other
breach of this Agreement. Upon termination of this Agreement for any reason,
Consultant shall be paid any unpaid consulting fees earned prior to termination.
The provisions of Sections 6 and 7 shall survive termination of this Agreement.
5. Relationship. In performing his obligations hereunder, Consultant
acknowledges and agrees that he is an independent contractor and not an agent or
employee of Harsco. Consultant further acknowledges and agrees that he is
responsible for his own estimated and self-employment taxes, and that he shall
be treated as an independent contractor for all purposes, including but not
limited to federal and state taxation, withholding taxes, unemployment
insurance, and workers' compensation and disability insurance.
6. Confidentiality. In consideration of the fees to be received
pursuant to Section 2 hereof, Consultant agrees that during the term of this
Agreement and at any time thereafter, Consultant will not disclose to any person
or use for his own benefit any confidential or proprietary information
concerning the strategic plans, customers, suppliers, products, operations,
sales techniques or other business related information of Harsco Corporation.
7. Developments. Consultant agrees that all ideas, inventions, trade
secrets, know how, documents and data ("Developments") developed pursuant to
Consultant's services provided pursuant to this Agreement shall remain and
become the exclusive property of Harsco. Consultant agrees to provide all
reasonable assistance to Harsco in perfecting and maintaining its rights to the
Developments. Harsco shall
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have the right to use the Developments for any purpose without any additional
compensation to Consultant.
8. Harsco Code of Conduct. A copy of Harsco Corporation's Code of
Conduct dated March 1997 (the "Code") is attached hereto and incorporated herein
by reference. Consultant acknowledges receipt thereof and expressly agrees to
conform to the requirements set forth in the Code.
9. General Provisions. This Agreement shall be binding upon and inure
to the benefit of the parties hereto and their respective successors, assigns
and legal representatives; provided, however, that this Agreement is personal to
Consultant and neither this Agreement nor Consultant's rights hereunder may be
assigned by him. This Agreement may be amended or modified only by a written
instrument executed by each of the parties hereto. This Agreement sets forth the
entire agreement and understanding of the parties hereto, and supersedes all
prior agreements, arrangements and understandings, written or oral, relating to
the subject matter hereof. This Agreement shall be governed and construed in
accordance with the laws of the Commonwealth of Pennsylvania applicable to
agreements made and to be performed entirely within such Commonwealth.
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IN WITNESS WHEREOF, the parties have executed this Agreement as of the
day and year set forth above.
HARSCO CORPORATION
By: /s/ X.X. Xxxxxxxx
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Title: Chairman and CEO
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/s/Xxxxxxx X. Xxxxxxxxx
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Xxxxxxx X. Xxxxxxxxx
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