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EXHIBIT 10a
[HARSCO CORPORATION LETTERHEAD]
22 August 1995
Xx. Xxxxxxx X. Xxxxxxx
0000 Xxxxxxxx Xxxx Xxxxx
Xxxxxxxxxxxxx, XX 00000
Dear Xxxxxxx,
This letter will acknowledge that you have resigned from Harsco as of
30 September 1995 and that the Company has accepted your resignation. It will
further serve to confirm the agreement that we have entered into to satisfy
Harsco's financial obligations to you under the agreement dated 20 January 1994
(the "Premerger Agreement"), and to meet the Company's anticipated need for
your future services from time to time, particularly with regard to defense
business matters.
The Company will continue your current salary and benefits until the
date of your resignation, 30 September 1995. It is mutually agreed that in
consideration of the provisions of this letter agreement, the Premerger
Agreement and the related Special Supplemental Retirement Benefit Agreement
dated 28 January 1994 between the Company and you are canceled and Harsco will
not have any obligations under those Agreements. Thus, your service credit
under the Harsco pension plans will be calculated from your actual date of
employment at the Company's BMY Division.
On or before 28 February 1996, Harsco will pay you three-fourths (3/4)
of the amount that you would have received under the 1995 Executive Incentive
Compensation Plan (the "Plan") had you been employed for the full year. This
amount will be paid entirely in cash, notwithstanding the provisions of the
Plan that require payment partly in common stock.
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Xx. Xxxxxxx X. Xxxxxxx
22 August 1995
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Harsco will retain you as a consultant to the Corporation for the
period 1 October 1995 through 30 September 1998. You will provide Harsco such
services as the Chairman and Chief Executive Officer may request relating to
the defense business, United Defense, L.P., and such other matters as may be
relevant to your knowledge and expertise. You will cooperate with Harsco with
regard to legal issues and testify when requested. You will be available to
provide occasional consultation from your home or at the Corporate Office upon
request by Harsco.
In consideration of the consulting services described above, Harsco
will pay you a monthly fee of $18,333.33 on the last day of each month during
the term of this consulting agreement. For each day of substantial service
that you perform at Harsco's request under this agreement (but not including
the brief periodic discussions which would be provided without additional
compensation) Harsco will pay you an additional $800 per day of service. The
Company will also reimburse you for your actual and reasonable travel expenses
incurred at the specific request of the Chairman and Chief Executive Officer
when submitted with proper supporting documentation in compliance with Harsco
expense reimbursement policies. Harsco will not provide any insurance, pension
or other benefits to you beyond those accrued as of the date of your
resignation. Your stock options will be exercisable for a period of time in
accordance with their terms.
Nothing in this Agreement will be deemed to constitute you as an
employee of Harsco. If the obligations of this Agreement are satisfactorily
performed, Harsco by policy does not limit your ability to render services for
other noncompeting entities.
It is understood that, as a consultant, you will be an independent
contractor to Harsco, and Harsco will not be responsible for withholding any
federal, state, or local taxes. Harsco will issue an IRS Form 1099 at the
Company's year-end accounting for taxable remuneration paid under the
consulting agreement.
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Xx. Xxxxxxx X. Xxxxxxx
22 August 1995
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A copy of Harsco's Code of Conduct is attached and is incorporated
herein. You expressly agree to conform to the requirements of this Code. You
will not make any effort to acquire information for the Company to which Harsco
is not legally entitled.
In consideration of Harsco's undertakings in this agreement, you are
signing simultaneously with the execution of this agreement, the enclosed
confidentiality agreement.
This agreement is for your unique personal services and will not be
assignable or delegable by you. In the event of your death, Harsco will make
the remaining payments under the consulting agreement to your estate.
In the event that you breach this agreement or the attached
confidentiality agreement, Harsco will have the right to terminate all further
consideration under this agreement.
If this letter accurately states our agreement, please indicate your
acceptance by signing and returning to me the enclosed copy of this letter.
Sincerely,
/s/ XXXXX X. XXXXXXXX
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Xxxxx X. Xxxxxxxx
Chairman, President & CEO
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Attachment
Accepted and agreed to this 23 day of August 1995.
/s/ XXXXXXX X. XXXXXXX
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Xxxxxxx X. Xxxxxxx
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CONFIDENTIALITY AGREEMENT
I, Xxxxxxx X. Xxxxxxx, in consideration of my engagement as a consultant to
Harsco Corporation ("Harsco") hereby agree that:
1. Unless authorized in writing or instructed by Harsco, I will not during my
consulting period or after such consulting period, disclose to anyone
outside of Harsco or use any of Harsco's confidential, secret or
proprietary information known to or acquired by me during my employment or
consulting period relating to human resources, administration, strategic
business plans, products, pricing, costs, bids, processes, know-how,
customer relations, marketing proposals, profit and loss information,
design proposals and specifications, strategic marketing proposals, trade
secrets, research, developments, equipment, computer software, computer
processed data, suppliers or supplies and services or other information
concerning Harsco. This Agreement shall not restrict the disclosure or use
of information which is publicly available or the disclosure or use of
information which I am required to disclose by order of a court of
competent jurisdiction.
2. This Agreement shall be binding on my heirs, legal representatives and
assigns, and shall inure to the benefit of any successors and assigns of
Harsco.
3. If any provision of this Agreement is found to be invalid by a court of
competent jurisdiction, such invalidity will not invalidate the rest of
this Agreement but it will be construed as not containing said provision
and the rights and obligations of the parties will be interpreted,
construed and enforced accordingly.
4. The parties hereto agree that this Agreement is made under the laws of the
Commonwealth of Pennsylvania and for all purposes shall be construed and
enforced in accordance with the laws of the Commonwealth of Pennsylvania,
in which jurisdiction Harsco maintains its principal offices and place of
business.
8/23/95 /s/ XXXXXXX X. XXXXXXX
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Date Xxxxxxx X. Xxxxxxx
HARSCO CORPORATION
8/23/95 /s/ XXXXX X. XXXXXXXX
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Date Xxxxx X. Xxxxxxxx
Chairman, President & CEO
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