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Settlement And Consulting Agreement

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THIS AGREEMENT, dated the 9th day of May, 2003, by and between HARSCO CORPORATION (hereinafter referred to as "Harsco") and Paul C. Coppock (hereinafter referred to as "Employee").


Employee has been employed by Harsco as Senior Vice President, Chief Administrative Officer, General Counsel and Secretary. Employee now desires to resign his employment and the parties desire to establish a consulting arrangement to facilitate the transition of responsibilities, and to set forth herein certain terms and conditions of such resignation.

NOW, THEREFORE, in consideration of the mutual agreements and covenants hereinafter set forth, the parties agree as follows:

1. RESIGNATION OF EMPLOYMENT. Effective on the date hereof, Employee agrees to resign his employment with Harsco. Effective on the date hereof, Employee also hereby resigns as a director and/or officer of any other subsidiary, or related or affiliated company of Harsco. Harsco and Employee will also execute the attached Consulting Agreement effective May 9, 2003.

2. PAYMENTS TO EMPLOYEE. Employee acknowledges the receipt from Harsco of all salary earned and accrued through the date hereof, and payment of accrued but unused vacation. In addition, in consideration of Employee's execution of this Agreement and the Full and Final General Release referred to in Section 9 hereof, Harsco shall (a) on the date this Agreement becomes effective pay Employee the amount of $125,000;(b) subject to the approval of the Management Development & Compensation Committee of the Harsco Board of Directors, make Employee eligible to participate in the Harsco Executive Incentive Compensation Plan for the period ending December 31, 2003, on a pro-rated basis for completed months of service during the 2003 Plan Year which would be four (4) months, in accordance with the terms of the Plan based upon the same level of goal attainment that is applied to all other Harsco Corporate officers with any such incentive compensation that may be awarded at the sole discretion of Harsco's Board of Directors payable to Employee at the same time as other participating employees; and (c) on the date this Agreement becomes effective, transfer title to the company vehicle currently in Employee's possession to Employee. Employee shall maintain full responsibility for such vehicle upon transfer. All amounts payable under this Section will be subject to any applicable local, state and federal tax withholding obligations. Employee agrees to indemnify and hold Harsco harmless from liability for tax payments, required tax withholdings, penalties, additions to tax and/or interest which may result from payments or transfers made under this Agreement and that except for any consulting fees that may be earned under the attached Consulting Agreement, Harsco shall not be required to pay any further sums to Employee for any reason as part of this settlement even if the tax liabilities and

consequences to Employee are ultimately assessed in a fashion not presently anticipated by Employee.

3. ACKNOWLEDGMENT. Harsco and Employee acknowledge the following:

(a) Employee has vested participation in the Harsco Employees Pension Plan and the Harsco Corporation Savings Plan and may make appropriate election for distribution or payment of benefits from those qualified Plans according to their respective provisions. Employee also has vested participation in the Harsco Corporation Supplemental Retirement Benefit Plan, and will receive a distribution of benefits in accordance with the terms of such Plan. It is Employee's current intention to begin receiving pension payments at age 55 in accordance with the terms of these Plans;

(b) Employee has the right to exercise any stock options within a three (3) month period following the date hereof, provided that the vesting requirement for any such options were satisfied prior to the date hereof;

(c) Harsco-provided group health insurance, group term life insurance and accidental death and dismemberment insurance, if any, shall cease in accordance with the provisions of such plans, and Employee intends to continue the group health insurance coverage at Employee's cost in accordance with COBRA immediately upon termination; and

(d) Harsco-provided long and short term disability coverage shall cease on the date hereof.

4. OTHER BENEFITS. Employee agrees that the payments provided for in Section 2 above and any benefits as described in Section 3 above include and are substantially in excess of any and all benefit payments payable under Harsco's employee benefit plans and policies including, without limitation, the Harsco Corporation Employment and Benefits Upon Termination Plan, and Employee waives and forever discharges Harsco and any of its affiliates from any liability to pay any additional salary continuation pay, termination pay, commission, bonus, or other benefit which otherwise may have been payable to Employee as a result of Employee's employment with Harsco or Employee's termination of employment under benefit plans or policies of Harsco in effect on the date hereof, it being the intention of the parties hereto to convert and merge all such rights into this Agreement.

5. NONCOMPETITION. In consideration of the payments provided to Employee in this Agreement, Employee agrees that for a period of twenty-four (24) months from the date hereof Employee shall not, directly or indirectly:

(a) for Employee or on behalf of any other person, persons, partnership, corporation, or other entity, directly or indirectly solicit, divert or attempt to solicit or divert, any customer of Harsco; or


(b) render services to, become employed by, own, or have a financial or other interest in (either as an individual, partner, joint venturer, owner, manager, stockholder, employee, partner, officer, director, independent contractor, or other such role) any business which is engaged in a same, similar or competitive business as Harsco.

Employee acknowledges that he has received fair and adequate consideration for the covenants contained in this Section. Employee agrees that if any of the provisions of this Section are or become unenforceable, the remainder hereof shall nevertheless remain binding upon him to the fullest extent possible, taking into consideration the purposes and spirit of this Agreement. Employee acknowledges that in the event of a breach by him of the provisions of this Section, Harsco would have no adequate remedy at law and would suffer substantial and irreparable damages. Accordingly, Employee hereby agrees that in such event, Harsco shall be entitled to temporary and/or permanent injunctive relief, without the necessity of proving damage, to enforce the provisions of this Section, all with out prejudice to any and all other remedies which Harsco may have at law or in equity and which Harsco may elect or invoke.

6. NON-SOLICITATION OF HARSCO EMPLOYEES. Employee agrees that for a period of one (1) year after the date hereof, Employee will not participate in recruiting any Harsco employees or in the solicitation of any Harsco employees; and Employee will not communicate to any other person or entity, about the nature, quality or quantity of work, or any special knowledge or personal characteristics of any person employed by Harsco. Should Employee wish to discuss possible employment with any then-current Harsco employee during the one year period set forth above, Employee may request permission to do so from the Chief Executive Officer who may in his discretion grant a written exception to the no solicitation agreement set forth above, provided, however, Employee agrees that Employee will not discuss any such employment possibility with such employees prior to securing Harsco's permission. Should Harsco decline to grant such permission, Employee agrees that Employee will not at any time, either during or after the non-solicitation period set forth above, advise the employee concerned that the employee was the subject of a request under this paragraph or that Harsco refused to grant Employee the right to discuss an employment possibility with the employee.

7. FURTHER COVENANTS BY EMPLOYEE. As further conditions to Harsco's performance of this Agreement, Employee agrees: (a) not to make any publ
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