<DOCUMENT>
<TYPE>EX-10.P
<SEQUENCE>5
<FILENAME>y46501mex10-p.txt
<DESCRIPTION>AUTH TERMS & CONDITIONS OF THE ANNUAL INCENT AWDS
<TEXT>

<PAGE>   1
                                                                   EXHIBIT 10(p)
                               HARSCO CORPORATION

                   1995 EXECUTIVE INCENTIVE COMPENSATION PLAN

                     AUTHORIZATION, TERMS, AND CONDITIONS OF
                             ANNUAL INCENTIVE AWARDS
                    (AS AMENDED AND RESTATED JANUARY 1, 2001)



1.     Purposes of Annual Incentive Awards

       The grant of Annual Incentive Awards ("Awards") under the 1995 Executive
       Incentive Compensation Plan is intended to further the profitable growth
       of Harsco Corporation (the "Company") by offering a short-term incentive
       opportunity, in addition to base salary, to officers and key corporate
       and divisional employees of the Company and its subsidiaries who are
       largely responsible for such growth, to the benefit of the Company's
       stockholders. Such Awards are expected to encourage recipients to improve
       their performance and remain with the Company and its subsidiaries, and
       that the possibility of such awards will encourage other qualified
       persons to seek and accept employment with the Company and its
       subsidiaries.

2.     Overview

       This document (the "Authorization") sets forth the authorization, terms,
       and conditions of Awards under the Company's 1995 Executive Incentive
       Compensation Plan (the "1995 Plan"), as determined by the Management
       Development and Compensation Committee (the "Committee"). The terms of
       this Authorization are subject to, and qualified in their entirety by
       reference to, the 1995 Plan, including Section 6(h) of the 1995 Plan
       setting forth terms relating to Awards. If any terms of this
       Authorization are inconsistent with the terms of the 1995 Plan, the terms
       of the 1995 Plan shall control. Terms used in this Authorization but not
       otherwise defined herein shall have the meanings ascribed to such terms
       in the 1995 Plan.

3.     Definitions

       In addition to terms defined in Sections 1 and 2 hereof, the following
       terms shall be defined as set forth below:

       3.1    Award Potential means the range of amounts, denominated in cash,
              that may be deemed to be earned upon achievement of Performance
              Objectives, as set forth in Section 4.1. The terms Maximum and
              Target Award Potential have the meanings set forth in Section 4.1,
              and the term Earned Award Potential has the meaning set forth in
              Section






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<PAGE>   2
       5.1.   Award Potentials are hypothetical amounts intended solely to
              provide a  means of valuing Awards for purposes
              of settlement.

       3.2    Base Salary means salary actually earned by a Participant during
              the Performance Year to which the Award relates (as distinct from
              the annual salary rate in effect at the end of such Performance
              Year). This amount excludes payments resulting from awards
              authorized under the Company's Annual and Long-Term Incentive
              Plans prior to 1995 and payments under the 1995 Plan, the
              Authorization, or Awards thereunder.

       3.3    Cause means (i) the willful and continued failure by the
              Participant to perform substantially his or her duties with the
              Company or a subsidiary (other than such failure resulting from
              the Participant's incapacity due to physical or mental illness),
              or (ii) the willful engaging by the Participant in illegal
              conduct, or (iii) the willful engaging by the Participant in
              conduct in violation of any provision of the Code of Conduct or
              other published policies of the Company, or (iv) the willful
              engaging by the Participant in any act of serious dishonesty which
              adversely affects, or in the reasonable estimation of the
              Committee, could in the future adversely affect, the value,
              reliability or performance of the Participant to the Company. For
              purposes of this definition, no act, or failure to act, on the
              part of the Participant shall be considered "willful" unless done,
              or omitted to be done, by the Participant in bad faith and without
              reasonable belief that his or her action or omission was in, or
              not opposed to, the best interests of the Company.

       3.4    Eligible Unit means the Company as a whole or any department,
              division, subsidiary, or other business unit or function of the
              Company for which separate operational results may be available to
              the Committee, as specified by the Committee.

       3.5    Fair Market Value of Common Stock as of any given date means the
              average of the high and the low sale prices of a share of common
              stock reported in the table entitled "New York Stock Exchange
              Composite Transactions" contained in The Wall Street Journal (or
              an equivalent successor table) for such date or, if no such prices
              are reported for such date, on the most recent trading day prior
              to that date for which such prices were reported.

       3.6    Normal Retirement means retirement at or after age 62 with at
              least 30 years of service, or at or after age 65.

       3.7    Participant means an officer of the Company (including division
              officers).







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<PAGE>   3


       3.8    Performance Objective means the business criteria and minimum,
              targeted, and maximum Performance Levels with respect to such
              business criteria required to be achieved during a Performance
              Year as conditions to the settlement of an Award, and other
              related terms, as set forth in Section 4.2.

       3.9    Performance Level means a specified measure of achievement with
              respect to a business criteria, required in connection with a
              Performance Objective, as set forth in Section 4.2.

       3.10   Performance Year means the fiscal year or other specified period
              during which the achievement of Performance Objectives with
              respect to a given Award shall be measured.

       3.11   Restricted Stock means Restricted Stock granted in settlement of a
              specified portion of an Award, subject to the terms of the 1995
              Plan and this Authorization. Common Stock issued or delivered as
              Restricted Stock may consist, in whole or in part, of authorized
              and unissued shares or treasury shares.

       3.12   Restricted Period shall have the meaning set forth in Section 6.1
              hereof.

       3.13   Salary Level means the numbered category assigned to each
              Participant for purposes of determining annual salary rate under
              the Company's executive compensation program, as of the end of the
              Performance Year to which an Award relates.

       3.14   Termination means a termination of employment immediately after
              which the Participant is not an employee of the Company or any
              subsidiary. Conversion from full-time or part-time employment or a
              leave of absence from employment, if approved by the Committee,
              shall not be deemed to be a Termination for purposes of this
              Authorization.

4.     Awards, Award Potentials, and Performance Objectives

       The Committee may authorize Awards for a given Performance Year for
       eligible officers of the Company. The authorization of an Award for a
       Participant will confer upon such Participant a conditional right to
       receive cash upon achievement of Performance Objectives specified for the
       Participant. Each Award shall relate to a single Performance Year
       specified by the Committee.







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<PAGE>   4
       4.1    Award Potential; Maximum and Target Award Potentials. The Award
              Potential for each Award shall range from zero to a maximum amount
              equal to the Participant's Base Salary multiplied by his or her
              Salary Level multiplied by 0.03(1), such maximum amount being
              designated the Maximum Award Potential. Within this range, the
              Award Potential equal to 67% of the Maximum Award Potential shall
              be designated as the Target Award Potential.

       4.2    Performance Objectives. For each Award, the Committee shall
              specify Performance Objectives, which shall be set forth in one or
              more exhibits which may be from time to time appended to this
              Authorization. The Performance Objectives specified in a given
              exhibit may apply to one or more Participants, including groups of
              Participants working for an Eligible Unit. Each such exhibit shall
              set forth the following, in any format deemed appropriate by the
              Committee:

              (a)   The Committee shall specify the business criteria for each
                    Performance Objective, setting forth the nature of the
                    performance to be measured. The Committee may limit the
                    scope of any business criteria authorized under the 1995
                    Plan, and set forth in detail any terms relating to such
                    business criteria as the Committee deems necessary or
                    desirable to enable Performance Objectives to be unambiguous
                    and subject to precise measurement.

              (b)   Because multiple Performance Objectives will be designated
                    for each Award, the Committee shall specify the weighting to
                    be given each Performance Objective. Such weighting will be
                    expressed as a percentage, by which a Participant's Award
                    Potential may be multiplied to determine the portion of the
                    Award Potential that relates to a given Performance
                    Objective.

              (c)   The Committee shall designate for each Performance
                    Objective a Minimum, Target, and Maximum Performance Level.
                    The Minimum Performance Level will represent the threshold
                    level of performance required before any Award Potential
                    will be deemed to be earned with respect to a given
                    Performance Objective. The Target Performance Level will
                    represent the level of performance required in order that
                    the Target Award Potential will be deemed to be earned with
                    respect to a given Performance Objective. The Maximum
                    Performance Level will represent the level of performance
                    required in order that the Maximum Award Potential

----------------------
(1) As approved by the Management Development and Compensation Committee on
December 14, 2000.







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<PAGE>   5
                     will be deemed to be earned with respect to a given
                     Performance Objective.

              (d)    The Committee shall designate the Performance Year to which
                     the Performance Objectives relate.

       4.3    Guidelines for Establishing Performance Levels. In establishing
              Performance Levels, the Minimum Performance Level will represent
              less than desired performance, the Target Performance Level will
              represent superior, professional performance under existing
              circumstances rather than ordinary performance, and the Maximum
              Performance Level will represent distinguished performance
              expected to be achieved only rarely, e.g., something on the order
              of two out of ten times. Although the Target Award Potential
              represents 67% of the Maximum Award Potential, there is no
              requirement that Target Performance Levels bear any particular
              mathematical relationship to Maximum Performance Levels or Minimum
              Performance Levels.

       4.4    Notification of Awards. The Company shall notify members of the
              class of eligible employees of their selection for participation,
              the authorization of Awards, and the applicable Performance
              Objectives as promptly as practicable. Such notification shall be
              accomplished in any reasonable manner, in the discretion of the
              Committee.

5.     Settlement of Awards in Cash and Restricted Stock

       5.1    Determination of Earned Award Potential and Limitation Thereof. As
              promptly as practicable following the end of each Performance
              Year, the Committee shall determine whether and the extent to
              which Performance Objectives and other material terms and
              conditions relating to each Participant's Award for such
              Performance Year have been achieved and satisfied, and shall
              determine the Award Potential, if any, deemed to be earned with
              respect to each such Award (the "Earned Award Potential"). In the
              event that a Participant's Earned Award Potential exceeds
              $2,000,000, the Earned Award Potential for such Participant's
              Award shall be reduced to that amount.

       5.2    Payment of Cash and Grant of Restricted Stock. At the time the
              Committee determines a Participant's Earned Award Potential under
              Section 5.1, each Participant shall become entitled, subject to
              Sections 5.3 and 5.4, to receive a payment in cash equal to his or
              her Earned Award Potential. Such cash payment shall be made as
              promptly as practicable after the determination by the Committee
              of the Participant's Earned Award Potential. Participants may
              request that the Committee pay his or her award 60% in cash and
              the balance in a






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<PAGE>   6
              number of shares of common stock of the Company, equal to 40% of
              his or her Earned Award Potential divided by the Fair Market Value
              of common stock on the last trading day of the performance year.
              Upon approval by the Committee, the award shall be paid to the
              requesting Participant in that manner. Such common stock may
              consist in whole or in part, of authorized and unissued shares or
              treasury stock.

       5.3    Committee Discretion. The Committee may, at any time prior to the
              payment under Section 5.2, adjust or modify Performance
              Objectives, Award Potentials, or other Award terms (1) in
              recognition of unusual or nonrecurring events affecting the
              Company or any Eligible Unit, or the financial statements or
              results thereof, or in response to changes in applicable laws
              (including tax, disclosure, and other laws), regulations,
              accounting principles, or other circumstances deemed relevant by
              the Committee, (2) in view of the Committee's assessment of the
              business strategy of the Company and Eligible Units thereof,
              performance of comparable organizations, economic and business
              conditions, personal performance of the Participant, and other
              circumstances deemed relevant by the Committee, or (3) with
              respect to any Participant whose position or duties with the
              Company or any subsidiary has changed; provided, however, that no
              such adjustment or modification may be made with respect to an
              Award granted to a "covered employee" within the meaning of Code
              Section 162(m) and regulations thereunder if and to the extent
              that such adjustment or modification would increase the amount of
              compensation payable to such covered employee upon achievement of
              the existing Performance Objectives. Examples of considerations
              which might influence the Committee in exercising its discretion
              hereunder include:

              (a)    Achievement of a rate of return on stockholders' equity
                     which was either significantly more or significantly less
                     than the Committee's estimate of the Company's competitive
                     cost of equity.

              (b)    The existence of compensation restraints at an Eligible
                     Unit.

              (c)    A substantial change in the established strategic
                     performance objectives during the period.

              (d)    A substantial change in the composition of an Eligible Unit
                     during the period.

       5.4    Settlement of Award In the Event of Termination. In the event of a
              Participant's Termination, such Participant (or his or her
              beneficiary) shall receive, in lieu of payment of all amounts
              specified in Section 5.2, settlement of such Participant's Award
              as provided in this Section 5.4.






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<PAGE>   7
              In the event of a Participant's Termination by reason of Normal
              Retirement, death, or full and permanent disability (as determined
              by the Committee) prior to the end of a Performance Year to which
              an Award relates, the Participant's Earned Award Potential shall
              be 100% of the Earned Award Potential otherwise determined under
              Section 5.1. (However, the definition of "Base Salary" will have
              the effect of prorating the Participant's Earned Award Potential
              according to the salary actually earned during the year to the
              date of retirement.) In the event of a Participant's Termination
              for any reason other than an involuntary Termination for Cause
              after the end of a Performance Year to which an Award relates but
              prior to settlement of an Award relating to such Performance Year,
              the Participant's Earned Award Potential shall equal 100% of the
              Earned Award Potential otherwise determined under Section 5.1. In
              any case, the Participant's Earned Award Potential shall be
              determined by the Committee at such time as determinations are
              otherwise made under Section 5.1, and settlement of his or her
              Award shall be made as promptly as practicable thereafter.

              Any settlement under this Section 5.4 shall be made in the form of
              a payment in cash equal to 100% of the Participant's Earned Award
              Potential (as adjusted under this Section 5.4).

              In the event of a Participant's Termination (i) for any reason
              other than Normal Retirement, death, or full and permanent
              disability (as determined by the Committee) prior to the end of a
              Performance Year to which an Award relates or (ii) which is an
              involuntary Termination for Cause after the end of a Performance
              Year to which an Award relates but prior to the Committee's
              determination of the Participant's Earned Award Potential with
              respect to such Award, any Award of such Participant for which
              such Earned Award Potential has not previously been determined
              shall be forfeited.

       5.5    Certification. Determinations by the Committee under this Section
              5 shall be set forth in a written certification, which may include
              for this purpose approved minutes of a meeting of the Committee at
              which such determinations were made.

6.     Restricted Stock

       6.1    Effective January 6, 1999, all restrictions against transfer and
              forfeiture conditions applicable to the outstanding Restricted
              Stock shall terminate and all such shares which had not previously
              been forfeited shall become transferable and nonforfeitable. In
              addition, on such






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<PAGE>   8
              date, the Company shall repurchase from the Participants all
              outstanding Restricted Stock with respect to which the Fair Market
              Value on January 6, 1999 is more than 10% below the Fair Market
              Value which was used at the time of grant to calculate the number
              of shares awarded ("Original Grant Value"). Such repurchases shall
              be paid for by the Company as soon as practicable in cash (subject
              to necessary withholding) at a price per share equal to the
              Original Grant Value. With respect to awards made in the form of a
              deferred right to receive common stock of the Company (United
              Kingdom Participants only), the Company shall issue common stock
              with respect to those awards which are not being purchased for
              cash, and with respect to the awards which the Company is
              repurchasing, the Company shall pay cash to the Participants in an
              amount per share equal to the Original Grant Value (subject to
              necessary withholding) in satisfaction of its obligation to
              deliver those shares.

       6.2    Delivery of Stock Certificates Upon Termination of Restricted
              Period. Following termination of the Restricted Period applicable
              to Restricted Stock, the Company shall upon Participant's request,
              promptly cause to be delivered to the Participant one or more
              certificates representing the shares granted as such Restricted
              Stock (which shares shall no longer be deemed to be Restricted
              Stock), with any legends no longer applicable to such shares
              removed from such certificate(s).

7.     Tax Withholding

       7.1    Upon the termination of the Restricted Period applicable to
              Restricted Stock, the Company will withhold from such Restricted
              Stock, whole shares of Common Stock which shall be sufficient in
              value to satisfy all or a portion of such tax withholding
              obligations.

       7.2    Shares withheld or surrendered under this Section 7 shall be
              valued at their Fair Market Value on January 6, 1999. The
              Committee may, in its discretion, impose restrictions on any share
              withholding and surrender under this Section 7, including
              restrictions on Participants subject to Section 16 of the Exchange
              Act, in order to ensure that the grant of a right to elect such
              share withholding and provide the opportunity to such Participants
              to avail themselves of an exemption for the actual withholding or
              surrender of shares from short-swing profits liability under the
              Exchange Act.

8.     Administration

              Administrative details relating to Awards shall be handled by the
              Administrator, which shall be one or more individuals, employed in
              the Company's corporate office, designated by the Chief Executive
              Officer of the Company to serve in such capacity.







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<PAGE>   9
                                                                  Exhibit 1995-I

                       ANNUAL INCENTIVE AWARDS AUTHORIZED
                                    FOR 1995


The following sets forth the name of eligible officers for whom Annual Incentive
Awards are authorized for the 1995 Performance Year. Opposite the name of each
Participant is the Exhibit setting forth the Performance Objectives applicable
to such Participant.

<TABLE>
<CAPTION>
                                                                              Exhibit Setting Forth
                     Name                                                     Performance Objective
<S>                                                                           <C>

                                                                                 Exhibit 1995-II
         -----------------------------------

                                                                                 Exhibit 1995-III
         -----------------------------------

                                                                                 Exhibit 1995-III
         -----------------------------------

                                                                                 Exhibit 1995-IV
         -----------------------------------

                                                                                 Exhibit 1995-IV
         -----------------------------------

                                                                                 Exhibit 1995-IV
         -----------------------------------

                                                                                 Exhibit 1995-V
         -----------------------------------
</TABLE>






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<PAGE>   10
                                                               Exhibit 1995-____

                         PERFORMANCE OBJECTIVES FOR 1995
                             ANNUAL INCENTIVE AWARDS

                            [NAME OF ELIGIBLE UNIT:]



<TABLE>
<CAPTION>
                                                                         Performance Level
                                                          ------------------------------------------------
<S>                         <C>                             <C>               <C>              <C>
Weight                      Business Criteria               Minimum           Target           Maximum



Notes
</TABLE>






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</TEXT>
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