Long Term IncentiveProportion of AwardVesting ScheduleRestricted Stock Units1/3 of value100% after three yearsStock Appreciation Rights2/3 of value20% per year

We are extending a one-time sign on bonus of $80,000.00. The bonus will be paid within the first 30 days of your employment. Payment is subject to applicable taxes and repayment on a pro-rated basis if you voluntarily terminate your employment or are terminated for cause within 18 months of receipt of each installment

You will be eligible for an annual incentive award based on the achievement of Economic Value Added objectives set by Harsco's Board of Directors. The target award available to you will be 75% of your base earnings for the 2013 plan year, with a maximum award of 150% for the 2013 plan year. Your annual incentive in 2013 will be pro-rated based upon your start date, and participation is subject to the terms of the 2013 Equity Incentive and Compensation Plan (the “2013 Plan”), if the 2013 Plan is adopted by our shareholders in 2013 or the 1995 Executive Incentive Compensation Plan, as amended and restated to date (the “1995 Plan”) if the 2013 Plan is not approved by our shareholders in 2013. Plan design and payout criteria are reviewed periodically, are subject to change and are at the sole discretion of the Harsco Board of Directors.

You will be eligible to participate in the Harsco Long-Term Incentive Plan (LTIP). Your annual LTIP value for 2013 will be 150% of your base pay. The 2013 Plan (or 1995 Plan if the 2013 Plan is not approved by our shareholders) grants a combination of restricted stock units and Stock Appreciation Rights for the 2013 plan year as outlined below:

In addition to your participation in the Harsco LTIP, you will be granted 5,000 restricted stock units in May 2013. The 5,000 restricted stock units will vest in full on the third anniversary of the grant date in May 2016.

You will have a share ownership requirement of three (3) times your actual base salary. You will have five (5) years from your date of hire to meet your share ownership requirements. Participation is subject to the terms of the 2013 Plan (or 1995 Plan if the 2013 Plan is not approved by our shareholders). Plan design, share ownership requirements, participation and any grants in the LTIP are reviewed annually, are subject to change and are at the sole discretion of the Harsco Board of Directors.

Incentive awards granted to you will be subject to Harsco's clawback policy, and to any additional clawback provisions that we may adopt in the future in accordance with regulations to be issued under the Dodd-Frank Wall Street Reform Act.