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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
JANUARY 24, 2006
(Date of earliest event reported)
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HARSCO CORPORATION
(Exact name of registrant as specified in its charter)
DE 1-3970 23-1483991
(State or other jurisdiction (Commission File Number) (I.R.S. Employer
of incorporation) Identification No.)
350 POPLAR CHURCH ROAD, CAMP HILL, PA 17011
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code 717-763-7064
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
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ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On January 24, 2006, the Company's Board of Directors approved an award of
performance-based restricted stock units to five of the Company's executive
officers and certain other officers of the Company. Pursuant to such approval,
the Company granted the following restricted stock units to the following
executive officers of the Company:
Number of Restricted Fair Market Value
Name Stock Units 01-24-06
---- ----------- --------
Geoffrey D. H. Butler 5,000 units $ 357,550
President & CEO MultiServ and
SGB Groups
Salvatore D. Fazzolari 5,000 units $ 357,550
President, Chief Financial
Officer & Treasurer
Mark E. Kimmel 1,350 units $ 96,539
General Counsel &
Corporate Secretary
Richard C. Neuffer 2,500 units $ 178,775
Group President
Stephen J. Schnoor 1,350 units $ 96,539
Vice President & Controller
The awards, which vest after three years of continuous employment, were made
pursuant to the terms of the Company's 1995 Executive Incentive Compensation
Plan. The form of the award agreement is attached to this filing as Exhibit 10
and is incorporated herein by reference.
In addition, the Board approved a cash payment to Derek C. Hathaway, the
Company's Chairman and Chief Executive Officer. This payment was in lieu of the
restricted stock units award that was made to other officers of the Company as
noted above. The Board took into account Mr. Hathaway's present stock holdings
and outstanding stock options in the Company and the stage of his career at
Harsco, and determined that it was appropriate to award him cash in lieu of the
restricted stock units. Mr. Hathaway's cash payment was equal to $715,100 and
was based on the average of the high and the low sales price (Fair Market Value
as defined by the Executive Incentive Compensation Plan) of the Company's common
stock on January 24, 2006 and 10,000 shares.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
Exhibit 10. Restricted Stock Units Agreement
EXHIBIT INDEX
10. Restricted Stock Units Agreement
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
HARSCO CORPORATION
(Registrant)
DATE: January 26, 2006 /S/ Salvatore D. Fazzolari
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Salvatore D. Fazzolari
President, Chief Financial Officer
and Treasurer
EXHIBIT 10
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HARSCO CORPORATION
RESTRICTED STOCK UNITS AGREEMENT
This Agreement (the "Agreement") is made on this ____ day of ______, 200__
(the "Date of Grant") by and between Harsco Corporation, a Delaware corporation
(the "Company") and _____________, (the "Grantee").
1. GRANT OF RESTRICTED STOCK UNITS. Subject to and upon the terms,
conditions and restrictions set forth in this Agreement and in the
Company's 1995 Executive Incentive Compensation Plan (as Amended and
Restated) (the "Plan"), the Company hereby grants to the Grantee as of
the Date of Grant _________ Restricted Stock Units (the "Restricted
Stock Units"), which shall become vested in accordance with Section 3
hereof. Each Restricted Stock Unit shall represent one hypothetical
share of Common Stock, $1.25 par value of the Company (the "Common
Stock") and shall at all times be equal in value to one share of
Common Stock. The Restricted Stock Units will be credited to the
Grantee in an account established for the Grantee until payment in
accordance with Section 4 hereof.
2. RESTRICTIONS ON TRANSFER OF RESTRICTED STOCK UNITS. Neither the
Restricted Stock Units granted hereby nor any interest therein or in
the Common Stock related thereto shall be transferable prior to
payment other than by will or pursuant to the laws of descent and
distribution (or to a designated Beneficiary in the event of the
Grantee's death).
3. VESTING OF RESTRICTED STOCK UNITS.
(a) The Restricted Stock Units shall become vested on the third
anniversary of the Date of Grant (the "Vesting Date") if the
Grantee shall have remained in the continuous employ of the
Company or a subsidiary during that three (3) year period. Any
Restricted Stock Units not vested will be forfeited, except as
provided in Section 3(b) below, if the Grantee ceases to be
continuously employed by the Company prior to the Vesting Date.
For purposes of this Agreement, "continuously employed" shall
mean the absence of any interruption or termination of employment
with the Company or with a subsidiary of the Company. Continuous
employment shall not be considered interrupted or terminated in
the case of sick leave, military leave or any other leave of
absence approved by the Company or in the case of transfers
between locations of the Company and its subsidiaries.
(b) Notwithstanding the provisions of Section 3(a), all of the
Restricted Stock Units shall immediately become non-forfeitable
upon the occurrence of any of the following events (each, a
"Vesting Event"): (i) the Grantee's
death or becoming Disabled, (ii) a Change in Control, or (iii)
the Grantee's normal retirement at age 65.
(c) For purposes of this Section 3, the Grantee shall be considered
"Disabled" if the Grantee is: (i) unable to engage in any
substantial gainful activity by reason of any medically
determinable physical or mental impairment which can be expected
to result in death or can be expected to last for a continuous
period of not less than twelve (12) months, or (ii) by reason of
any medically determinable physical or mental impairment which
can be expected to result in death or can be expected to last for
a continuous period of not less than twelve (12) months,
receiving income replacement benefits for a period of not less
than three (3) months under an accident and health plan covering
employees of the Company.
4. ISSUANCE OF THE COMMON STOCK.
(a) The Company will issue to the Grantee the Common Stock underlying
the vested Restricted Stock Units on the Vesting Date or, if
earlier, upon the occurrence of a Vesting Event.
(b) Except to the extent provided by Section 409A of the Code and
permitted by the Company, no Stock may be issued to the Grantee
at a time earlier than otherwise expressly provided in this
Agreement.
(c) The Company's obligations to the Grantee with respect to the
Restricted Stock Units will be satisfied in full upon the
issuance of shares of Common Stock corresponding to such
Restricted Stock Units.
5. DIVIDEND, VOTING AND OTHER RIGHTS.
(a) The Grantee shall have no rights of ownership in the Restricted
Stock Units and shall have no right to dividends and no right to
vote Restricted Stock Units until the date on which the
Restricted Stock Units are transferred to the Grantee pursuant to
Section 4 above and a stock certificate (or certificates)
representing such shares of Common Stock is issued to the
Grantee.
(b) The obligations of the Company under this Agreement will be
merely that of an unfunded and unsecured promise of the Company
to deliver shares of Common Stock in the future, and the rights
of the Grantee will be no greater than that of an unsecured
general creditor. No assets of the Company will be held or set
aside as security for the obligations of the Company under this
Agreement.
6. ADJUSTMENTS. The number of shares of Common Stock issuable pursuant to
the Restricted Stock Units is subject to adjustment as provided in
Section 4(c) of the Plan.
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7. COMPLIANCE WITH LAW. The Company shall make reasonable efforts to
comply with all applicable federal and state securities laws;
provided, however, notwithstanding any other provision of this
Agreement, the Company shall not be obligated to issue any shares of
Common Stock pursuant to this Agreement if the issuance thereof would
result in a violation of any such law.
8. COMPLIANCE WITH SECTION 409A OF THE CODE. To the extent applicable, it
is intended that this Agreement and the Plan comply with the
provisions of Section 409A of the Code. This Agreement and the Plan
shall be administered in a manner consistent with this intent, and any
provision that would cause this Agreement or the Plan to fail to
satisfy Section 409A of the Code shall have no force or effect until
amended to comply with Section 409A of the Code (which amendment may
be retroactive to the extent permitted by Section 409A of the Code and
may be made by the Company without the consent of the Grantee). In
particular, to the extent that the Vesting Event (and the right to
receive payment of the shares of Common Stock underlying the
Restricted Stock Units) occurs pursuant to Section 3(b)(ii) or Section
3(b)(iii) or pursuant to an event that does not constitute a permitted
distribution event under Section 409A(a)(2) of the Code, then
notwithstanding anything to the contrary in Section 4 above, payment
will be made to the Grantee on the earlier of (a) the Grantee's
"separation from service" with the Company (determined in accordance
with Section 409A); provided, however, that if the Grantee is a
"specified employee" (within the meaning of Section 409A), the date of
payment shall be made on the date which is six (6) months after the
date of the Grantee's separation from service with the Company or (b)
the Grantee's death.
9. INTERPRETATION. Any reference in this Agreement to Section 409A of the
Code will also include any proposed, temporary or final regulations,
or any other guidance, promulgated with respect to such Section by the
U.S. Department of the Treasury or the Internal Revenue Service.
Except as expressly provided in this Agreement, capitalized terms used
herein will have the meaning ascribed to such terms in the Plan.
10. NO EMPLOYMENT RIGHTS. This award will not confer upon the Grantee any
right with respect to continuance of employment by the Company, nor
will it interfere in any way with any right of the Company to
terminate the Grantee's employment at any time.
11. TAXES. The Grantee will pay to the Company, on demand, any taxes the
Company reasonably determines it is required to withhold under
applicable tax laws with respect to the Restricted Stock Units or the
issuance of Common Stock pursuant to this award. The tax withholding
obligation shall be satisfied by the Company withholding shares of
Common Stock otherwise issuable pursuant to this award in order to
satisfy the minimum tax withholding amount permissible under the
method that results in the least amount withheld.
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12. AMENDMENTS. Any amendment to the Plan shall be deemed to be an
amendment to this Agreement to the extent that the amendment is
applicable hereto; provided, however, that no amendment shall
adversely affect the rights of the Grantee under this Agreement
without the Grantee's consent.
13. SEVERABILITY. In the event that one or more of the provisions of this
Agreement shall be invalidated for any reason by a court of competent
jurisdiction, any provision so invalidated shall be deemed to be
separable from the other provisions hereof, and the remaining
provisions hereof shall continue to be valid and fully enforceable.
14. RELATION TO PLAN. This Agreement is subject to the terms and
conditions of the Plan. In the event of any inconsistency between the
provisions of this Agreement and the Plan, the Plan shall govern. The
Board acting pursuant to the Plan, as constituted from time to time,
shall, except as expressly provided otherwise herein, have the right
to determine any questions which arise in connection with the grant of
the Restricted Stock Units.
This Agreement is executed by the Company on the day and year first set
forth above.
HARSCO CORPORATION
By: _____________________________________
Name:
Title:
The undersigned hereby acknowledges receipt of an executed original of this
Agreement and accepts the award of Restricted Stock Units granted hereunder on
the terms and conditions set forth herein and in the Company's 1995 Executive
Incentive Compensation Plan (as Amended and Restated).
Date: ________________, 200_ _____________________________________
Grantee
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