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

You will be eligible for an annual incentive award based on the achievement of Economic Value Added objectives set by the Harsco's Board of Directors. The target award available to you will be 100% of your base earnings for the 2012 plan year, with a maximum award of 200% for the 2012 calendar year. Your annual incentive in 2012 will be pro-rated based upon your start date and participation is subject to the terms of the 1995 Executive Incentive Compensation Plan, as amended and restated to date (the “Plan”). 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 2012 will be 200% of your base salary and will be pro-rated for the 2012 plan year. The plan grants a combination of restricted stock units and Stock Appreciation Rights for the 2012 plan year, as outlined below:

As noted above, you will be granted a pro-rated award for 2012 as of close of business on your date of hire which will vest using the above schedule. Additionally, you will have a share ownership requirement of five (5) 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 Plan. 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.

Four weeks annual paid vacation.

You will be eligible for health and welfare benefits as described by Janet Hogan. Details of the benefits will be provided at orientation or please feel free to call Janet at ###-###-####.

For your relocation to the Harrisburg, Pennsylvania, Area, Harsco will assume the expenses outlined in the enclosed Policy, “Transfers and Relocation of Employees”. Although each geographic move is unique, we believe this will cover most of the major costs you will incur. Please note this is subject to repayment on a pro-rated basis if you voluntarily terminate your employment or are terminated for cause within 18 months of your start date.