exhibit10-1.htm


     
      
        

      

    

     

    
      Exhibit
        10.1

      


      First
        Amended and Restated

      ICO,
        Inc.

      2007
        Equity Incentive Plan

      


      


      ARTICLE
        1

      Objectives

      


      This
        First Amended and Restated ICO, Inc. 2007 Equity Incentive Plan (formerly
        known
        as the ICO, Inc. 1998 Stock Option Plan) is intended to advance the interests
        of
        the Company, its shareholders, and its subsidiaries by encouraging and enabling
        selected key employees of the Company, upon whose judgment, initiative and
        effort the Company is largely dependent for the successful conduct of its
        business, to acquire and/or increase and retain a proprietary interest in
        the
        Company by ownership of its stock.

      


      ARTICLE
        2

      Definitions

      


      
        	
                2.1

              	
                For
                  purposes of the Plan the following terms shall have the definition
                  that is
                  attributed to them, unless another definition is clearly indicated
                  by a
                  particular usage and context.

              


      

      


      
        	
                 

              	
                (a)

              	
                “Affiliates”
                  means, except to the extent otherwise not permitted under Code
                  Section
                  424(f), any one or more corporations which are members of a
                  “parent-subsidiary controlled group” as such term is defined in Code
                  Section 1563(a)(1), except that “at least 50 percent” shall be
                  substituted for “at least 80 percent” each place it appears in Code
                  Section 1563(a)(1).

              


      

      


      
        	
                 

              	
                (b)

              	
                “Award”
                  means any form of award authorized and granted under the Plan,
                  whether
                  singly or in combination, pursuant to such terms, conditions, restrictions
                  and/or limitations (if any) as the Committee may
                  establish.  Awards granted under the Plan may
                  include:

              


      

      


      (i)           Options;
        and

       

      (ii)           Restricted
        Shares.

       

      
        	
                 

              	
                (c)

              	
                “Award
                  Agreement” means an agreement between a Participant and ICO, Inc.
                  evidencing an Award.

              


      

      


      
        	
                 

              	
                (d)

              	
                “Change
                  of Control” has the meaning ascribed to it in Section
                  10.3.

              


      

      


      
        	
                 

              	
                (e)

              	
                “Code”
                  means the Internal Revenue Code of 1986, as
                  amended.

              


      

      


      
        	
                 

              	
                (f)

              	
                “Committee”
                  means the Compensation Committee, or such other committee comprised
                  solely
                  of “non-employee directors,” as defined in Rule 16b-3(b)(3), as designated
                  by the

              


      


      
        
           

        

        
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      Board
        of
        Directors, vested with authority for administration of the Plan by the
        Board.  The Committee shall be comprised solely of two (2) or more
        outside directors (within the meaning of the term “outside directors” as used in
        Code Section 162(m) and applicable interpretive authority thereunder, and
        within
        the meaning of “Nonemployee Director” as defined in Rule 16b-3, as
        currently in effect or as hereinafter modified or amended).

      


      
        	
                 

              	
                (g)

              	
                The
                  “Company” means ICO, Inc. and any Affiliate of
                  ICO.

              


      

      


      
        	
                 

              	
                (h)

              	
                “Date
                  of Exercise” means the date on which the Company has received a
                  written notice of exercise of an Option, in such form as is acceptable
                  to
                  the Company, and full payment of the purchase
                  price.

              


      

      


      
        	
                 

              	
                (i)

              	
                “Date
                  of Grant” means the date when the grant of an Award is effective,
                  which shall be designated by the Committee at the time it makes
                  an Award,
                  and shall be either the date when the Award is made or a date in
                  the
                  future specified by the Committee.

              


      

      


      
        	
                 

              	
                (j)

              	
                “Effective
                  Date” means January 25, 2007.

              


      

      


      
        	
                 

              	
                (k)

              	
                “Eligible
                  Employee” means any individual employed by the Company who performs
                  services for the Company and is treated as an employee for federal
                  income
                  tax purposes either in the U.S. or in another country where such
                  individual is employed  or is otherwise
                  taxable.  Eligible Employees include individuals employed by the
                  Company and on foreign assignment or working for the Company in
                  a business
                  unit that is located outside of such individual’s country of
                  citizenship.

              


      

      


      
        	
                 

              	
                (l)

              	
                The
                  “Fair Market Value” of a Share on a specified date means the last
                  sale price reported on the NASDAQ Global MarketTM  (the “NASDAQ”)
                  on the specified date, or if Shares are no longer traded on the
                  NASDAQ,
                  the last sales price reported on any other stock exchange or
                  over-the-counter trading system on which Shares are trading on
                  the
                  specified date.  If no sale has been made on a specified date,
                  then the Fair Market Value of the Shares on that date shall mean
                  the last
                  sales price on the last preceding day on which any sales of Shares
                  were
                  made on the NASDAQ or other applicable stock exchange or over-the-counter
                  trading system.

              


      

      


      
        	
                 

              	
                (m)

              	
                “Incentive
                  Stock Option” shall have the same meaning as given to that term by
                  Section 422 of the Code.

              


      

      


      
        	
                 

              	
                (n)

              	
                “Nonqualified
                  Stock Option” means any Option granted under the Plan that is not
                  considered an Incentive Stock
                  Option.

              


      

      


      
        	
                 

              	
                (o)

              	
                “Option”
                  means the right to purchase a stated number of Shares at a specified
                  price.  An Option may be granted to an Eligible Employee subject
                  to the terms of this Plan, and such other conditions and restrictions
                  as
                  the Committee deems appropriate.  Each Option
                  shall

              


      


      
        
           

        

        
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      be
        designated by the Committee to be either an Incentive Stock Option or a
        Nonqualified Stock Option.

      


      
        	
                 

              	
                (p)

              	
                “Option
                  Expiration Date” is the last day of the term of an Option, i.e. the
                  last date when an Option may be
                  exercised.

              


      

      


      
        	
                 

              	
                (q)

              	
                “Option
                  Price” means the purchase price per Share subject to an Option and
                  shall be fixed by the Committee, but shall not be less than 100%
                  of the
                  Fair Market Value of a Share on the Date of
                  Grant.

              


      

      


      
        	
                 

              	
                (r)

              	
                “Participant”
                  means any Eligible Employee who is granted an Award under
                  the
                  Plan.

              


      

      


      
        	
                 

              	
                (s)

              	
                “Performance
                  Measures” has the meaning ascribed to it in Section
                  3.3.

              


      

      


      
        	
                 

              	
                (t)

              	
                “Performance
                  Period” has the meaning ascribed to it in Section
                  3.3.

              


      

      


      
        	
                 

              	
                (u)

              	
                “Permanent
                  Disability” means any medically determinable physical or mental
                  impairment rendering an individual unable to engage in any substantial
                  gainful activity, which disability can be expected to result in
                  death or
                  which has lasted or can be expected to last for a continuous period
                  of not
                  less than 12 months.

              


      

      


      
        	
                 

              	
                (v)

              	
                “Plan”
                  means this ICO, Inc. 2007 Equity Incentive Plan, which is a restatement
                  of
                  the previously adopted Fourth Amended and Restated ICO, Inc. 1998
                  Stock
                  Option Plan.

              


      

      


      
        	
                 

              	
                (w)

              	
                “Restricted
                  Period” has the meaning ascribed to it in Section
                  7.1.

              


      

      


      
        	
                 

              	
                (x)

              	
                An
                  Award of “Restricted Shares” has the meaning ascribed to it in
                  Section 7.1.

              


      

      


      
        	
                 

              	
                (y)

              	
                Rule
                  16b-3(b)(3) means Rule 16b-3 promulgated under the Securities
                  Exchange Act of 1934.

              


      

      


      
        	
                 

              	
                (z)

              	
                “Share”
                  means one share of the common stock, no par value, of ICO,
                  Inc.

              


      

      


      
        	
                 

              	
                (aa)

              	
                “Termination
                  of Employment” means the cessation of a Participant’s relationship as
                  an employee of the Company for federal tax purposes in any jurisdiction
                  where the individual is subject to federal income taxes as an employee
                  of
                  the Company.

              


      

      


      
        	
                 

              	
                (bb)

              	
                “Vesting
                  Period” means the continuous period of employment required for an
                  Award of Options or Restricted Shares to become fully earned and
                  exercisable.

              


      

      



      
        
           

        

        
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      ARTICLE
        3

      Administration

      


      
        	
                3.1

              	
                The
                  Plan shall be administered by the Committee.  Actions shall be
                  taken by a majority of the Committee
                  members.

              


      

      


      
        	
                3.2

              	
                Except
                  as specifically limited by the provisions of the Plan, the Committee
                  in
                  its discretion shall have the authority
                  to:

              


      

      


      
        	
                 

              	
                (a)

              	
                determine
                  which Eligible Employees shall be granted
                  Awards;

              


      

      


      
        	
                 

              	
                (b)

              	
                determine
                  the number of Shares which may be subject to each
                  Award;

              


      

      


      
        	
                 

              	
                (c)

              	
                for
                  any Award that is an Option, determine the Option Price and the
                  Option
                  Expiration Date;

              


      

      


      
        	
                 

              	
                (d)

              	
                determine
                  the term and Vesting Period, if any, applicable to each Award of
                  Options
                  and Restricted Shares;

              


      

      


      
        	
                 

              	
                (e)

              	
                for
                  any Award that is an Option, determine whether each such Option
                  is an
                  Incentive Stock Option or Nonqualified Stock
                  Option;

              


      

      


      
        	
                 

              	
                (f)

              	
                for
                  each Award, designate the Date of Grant of the Award, which must
                  be on or
                  after the date when a majority of the Committee members have specifically
                  approved the material terms of the Award, and which Date of Grant
                  cannot
                  be retroactive;

              


      

      


      
        	
                 

              	
                (g)

              	
                interpret
                  the provisions of the Plan and decide all questions of fact arising
                  in its
                  application; and

              


      

      


      
        	
                 

              	
                (h)

              	
                prescribe
                  such rules and procedures for Plan administration as from time
                  to time it
                  may deem advisable.

              


      

      


      
        	
                3.3

              	
                An
                  Award may be granted contingent upon the achievement of performance
                  or
                  other objectives (“Performance Measures”) during a specified period (the
                  “Performance Period”).  Except as specifically limited by the
                  provisions of the Plan, the Committee in its discretion shall have
                  the
                  authority to determine the Performance Period and Performance Measures,
                  if
                  any, applicable to an Award,
                  and the Performance Period and Performance Measures applicable
                  to the
                  Award shall be set forth in the Award Agreement.  If an Award is
                  subject to Performance Measures, the number of Options that vest,
                  or the
                  number of Restricted Shares earned, will be contingent on the degree
                  to
                  which the Performance Measures established at the time of the initial
                  Award are satisfied or achieved, in the sole discretion of the
                  Committee.  The Committee shall have the sole discretion to
                  revise the Performance Measures or Performance Period to reflect
                  significant events or changes that occurred during the Performance
                  Period.

              


      


      
        
           

        

        
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                3.4

              	
                Any
                  action, decision, interpretation or determination by the Committee
                  with
                  respect to the application or administration of this Plan shall
                  be final
                  and binding upon all persons, and need not be uniform with respect
                  to its
                  determination of recipients, amount, timing, form, terms or provisions
                  of
                  Awards.

              


      

      


      
        	
                3.5

              	
                No
                  member of the Committee shall be liable for any action or determination
                  taken or made in good faith with respect to the Plan or any Award
                  granted
                  hereunder, and to the extent permitted by law, all members shall
                  be
                  indemnified by the Company for any liability and expenses that
                  may occur
                  through any claim or cause of
                  action.

              


      

      


      


      ARTICLE
        4

      Shares
        Subject to Plan

      


      
        	
                4.1

              	
                Number
                  of Authorized Shares.  The Shares that may be made subject
                  to Awards granted under the Plan shall not exceed 1,960,000 Shares
                  in the
                  aggregate.  Except as provided in Section 4.2 and to the extent
                  permitted under Rule 16b-3, upon lapse or termination of any Award
                  for any
                  reason without being completely exercised, the Shares that were
                  subject to
                  such Award may again be subject to other Awards.  The aggregate
                  number of Shares which may be issued under the Plan shall be subject
                  to
                  adjustment in the same manner as provided in Article 10 hereof
                  with
                  respect to Shares subject to Awards then outstanding.  Exercise
                  of an Award in any manner shall result in a decrease in the number
                  of
                  Shares which may thereafter be available, both for purposes of
                  the Plan
                  and for sale to any one individual, by the number of Shares as
                  to which
                  the Award is exercised.  Separate stock certificates may be, but
                  are not required to be, issued by the Company for those Shares
                  acquired
                  pursuant to the exercise of an Incentive Stock Option, for those
                  Shares
                  acquired pursuant to the exercise of  a Nonqualified Stock
                  Option, or upon satisfaction of applicable Vesting Period and/or
                  Performance Measures under an Award of Restricted
                  Shares.

              


      

      


      
        	
                4.2

              	
                Annual
                  Grant Limitation.  The maximum number of Shares with respect
                  to which Awards (in any combination of Options and Restricted Shares)
                  may
                  be granted to any Participant during each fiscal year of ICO, Inc.
                  is
                  400,000 (subject to adjustment in the same manner as provided in
                  Article
                  10 hereof with respect to Shares subject to Awards then
                  outstanding).  The limitation set forth in the preceding
                  sentence shall be applied in a manner which will permit compensation
                  generated under the Plan to constitute “performance-based” compensation
                  for purposes of Code Section 162(m), including, without limitation,
                  counting against such maximum number of Shares, to the extent required
                  under Code Section 162(m), any Shares subject to Options that are
                  canceled
                  or repriced.

              


      

      


      
        	
                4.3

              	
                Term
                  of Plan.  Subject to the terms and conditions of the Plan,
                  the Committee may, from time to time prior to January 25, 2017,
                  grant
                  Awards to Eligible Employees on such terms and conditions as the
                  Committee
                  may determine.  More than one Award may be granted to the same
                  Eligible Employee.

              


      


      
        
           

        

        
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      ARTICLE
        5

      Award
        Agreements

      


      
        	
                5.1

              	
                All
                  Awards granted under the Plan shall be evidenced by a written Award
                  Agreement in such form or forms as the Committee in its sole discretion
                  may determine.

              


      

      


      
        	
                5.2

              	
                Each
                  Participant, by acceptance of an Award under this Plan, shall be
                  deemed to
                  have consented to be bound, on the Participant’s own behalf and on behalf
                  of the Participant’s heirs, assigns and legal representatives, by all
                  terms and conditions of this Plan, as amended from time to
                  time.

              


      

      


      


      ARTICLE
        6

      Stock
        Option Awards

      


      
        	
                6.1

              	
                Option
                  Expiration Dates.  Subject to specific provisions relating
                  to Incentive Stock Options set forth in Section 6.5 below, and
                  subject to
                  the provisions regarding Termination of Awards in Article 9 below, each
                  Option shall be for a term of from one to ten years from the Date
                  of
                  Grant.  In the event that the Option Expiration Date is not
                  specified in the Option Award Agreement, it shall be ten years
                  from the
                  Date of Grant.

              


      

      


      
        	
                6.2

              	
                Revisions
                  to Option Awards.  The Committee, subject to the
                  Participant’s approval, on or after the Date of Grant, may establish
                  different exercise schedules and impose other conditions upon exercise
                  and
                  vesting for any particular Option or groups of Options.  In
                  addition, the Committee may, at any time subject to the Participant’s
                  approval, reclassify an Incentive Stock Option as a Nonqualified
                  Stock
                  Option.

              


      

      


      
        	
                6.3

              	
                Exercise
                  of Options.  Any person entitled to exercise an Option in
                  whole or in part may do so by delivering a written notice of exercise
                  to
                  the Company, attention Corporate Secretary, at its principal
                  office.  The written notice shall specify the number of Shares
                  for which an Option is being exercised and the Date of Grant of
                  the Option
                  being exercised, and shall be accompanied by full payment of the
                  Option
                  Price for the Shares being
                  purchased.

              


      

      


      6.4           Payment
        of Option Price.

      


      
        	
                 

              	
                (a)

              	
                Payment
                  of the Option Price may be made in cash, by the tender of Shares,
                  or both,
                  or in such other form as may be determined by the
                  Committee.  Shares tendered for payment of the Option Price
                  shall be valued at their Fair Market Value on the Date of
                  Exercise.

              


      

      


      
        	
                 

              	
                (b)

              	
                Payment
                  through tender of Shares may be made by instruction from the Participant
                  to the Company to withhold from the Shares issuable upon exercise
                  that
                  number which have a Fair Market Value equal to the exercise price
                  for the
                  Option or portion thereof being
                  exercised.

              


      

      



      
        
           

        

        
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      6.5           Designation
        as Incentive Stock Options or Nonqualified Stock Options

      


      
        	
                 

              	
                (a)

              	
                The
                  Committee in its discretion may designate whether an Option is
                  to be
                  considered an Incentive Stock Option or a Nonqualified Stock
                  Option.  The Committee may grant both an Incentive Stock Option
                  and a Nonqualified Stock Option to the same
                  individual.  However, where both an Incentive Stock Option and a
                  Nonqualified Stock Option are awarded at one time, such Options
                  shall be
                  deemed to have been awarded in separate grants, shall be clearly
                  identified, and in no event will the exercise of one such Option
                  affect
                  the right to exercise the other such
                  Option.

              


      

      


      
        	
                 

              	
                (b)

              	
                Any
                  Option designated by the Committee as an Incentive Stock Option
                  will be
                  subject to the general provisions applicable to all Options granted
                  under
                  the Plan.  In addition, the Incentive Stock Option shall be
                  subject to the following specific
                  provisions:

              


      

      


      
        	
                 

              	
                (1)

              	
                At
                  the time the Incentive Stock Option is granted, if the Eligible
                  Employee
                  owns, directly or indirectly, stock representing more than 10%
                  of (i) the
                  total combined voting power of all classes of stock of the Company,
                  or
                  (ii) a corporation that owns 50% or more of the total combined
                  voting
                  power of all classes of stock of the Company,
                  then:

              


      

      


      
        	
                 

              	
                (i)

              	
                the
                  Option Price must equal at least 110% of the Fair Market value
                  of the
                  Shares on the Date of Grant, and

              


      

      


      
        	
                 

              	
                (ii)

              	
                the
                  term of the Option shall not be greater than five years from Date
                  of
                  Grant.

              


      

      


      
        	
                 

              	
                (2)

              	
                The
                  aggregate Fair Market Value of Shares (determined at the Date of
                  Grant)
                  with respect to which Incentive Stock Options are exercisable by
                  a
                  Participant for the first time during any calendar year under this
                  Plan or
                  any other plan maintained by the Company shall not exceed
                  $100,000.

              


      

      


      
        	
                 

              	
                (c)

              	
                If
                  any Option is not granted, exercised, or held pursuant to the provisions
                  noted immediately above, it will be considered a Nonqualified Stock
                  Option
                  to the extent that the Award is in conflict with these
                  restrictions.

              


      

      


      


      ARTICLE
        7

      Restricted
        Share Awards

      


      
        	
                7.1

              	
                “Restricted
                  Shares” are Awards consisting of grants of Shares to Participants, the
                  vesting of which are subject to a Vesting Period and/or Performance
                  Measures established by the Committee.  The period when any
                  Restricted Shares have not yet been earned because the Vesting
                  Period
                  and/or Performance Measures have not been satisfied is referred
                  to herein
                  as the “Restricted Period.”

              


      

       


      
        
           

        

        
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                7.2

              	
                The
                  Committee shall designate the Participants to whom Restricted Shares
                  are
                  to be awarded and the number of Shares that are subject to the
                  Award.

              


      

       

      
        	
                7.3

              	
                Grants
                  of Restricted Shares awarded to Participants under the Plan shall
                  be
                  subject to the following terms and conditions and to such other
                  terms and
                  conditions, not inconsistent with the Plan, as shall be prescribed
                  by the
                  Committee in its sole discretion and as shall be contained in the
                  Award
                  Agreement:

              


      

       

      
        	
                 

              	
                (a)

              	
                Restricted
                  Shares awarded to Participants may not be sold, assigned, transferred,
                  pledged or otherwise encumbered, except as provided otherwise herein,
                  for
                  a Restricted Period of ten (10) years or such shorter period as
                  the
                  Committee may determine at the time of the Award of such Restricted
                  Shares.  Under no circumstances shall the Restricted Period be
                  less than one (1) year (“Minimum Restricted
                  Period”).

              


      

       

      
        	
                 

              	
                (b)

              	
                Except
                  for the restrictions described in the preceding paragraph, and
                  as
                  otherwise provided in an Award Agreement, during the Restricted
                  Period the
                  Participant as holder of such Restricted Shares shall have all
                  the rights
                  of a stockholder, including but not limited
                  to:

              


      

       

      
        	
                 

              	
                i.

              	
                the
                  right to vote such Restricted Shares,
                  and

              


      

       

      
        	
                 

              	
                ii.

              	
                the
                  right to receive all dividends paid on such Restricted
                  Shares.

              


      

       

      
        	
                 

              	
                (c)

              	
                The
                  Committee may, subject to the Participant’s approval, at any time after
                  the date of an Award of Restricted Shares, adjust the length of
                  any
                  applicable Vesting Period or Performance Period to account for
                  individual
                  circumstances of a Participant or group of Participants, provided
                  that the
                  Restricted Period may not be less than the Minimum Restricted
                  Period.

              


      

       

      
        	
                 

              	
                (d)

              	
                Each
                  certificate issued in respect of Restricted Shares awarded under
                  the Plan
                  shall be registered in the name of the Participant and, at the
                  discretion
                  of the Committee, until the conclusion of the Restricted Period
                  each such
                  certificate may be deposited in a bank or alternative location
                  designated
                  by the Committee.  Each such certificate shall bear the
                  following (or a similar) legend:

              


      

       

      “The
        transferability of this certificate and the shares of stock represented hereby
        are subject to the terms and conditions (including forfeiture) contained
        in the
        ICO, Inc. 2007 Equity Incentive Plan and an agreement entered into between
        the
        registered stockholder and ICO, Inc.  A copy of such plan and
        agreement is on file in the office of the Secretary of ICO, Inc., 1811 Bering
        Drive, Suite 200, Houston, Texas 77057 [or current ICO, Inc.
        address].”

       

      
        	
                 

              	
                (e)

              	
                At
                  the end of the Vesting Period applicable to a Restricted Share
                  Award (that
                  is not subject to Performance Measures), such Restricted Shares
                  will be
                  transferred free of all restrictions to a Participant (or the
                  Participant’s successors).  At the end of
                  the

              


      

       


      
        
           

        

        
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      Performance
        Period applicable to a Restricted Share Award: the Committee shall determine
        the
        number of Restricted Shares that have been earned in accordance with the
        provisions of Section 3.3 above; provided that the Vesting Period, if any,
        has
        been satisfied, such Restricted Shares will be transferred free of all
        restrictions to the Participant (or the Participant’s successors); and any such
        Restricted Shares that are not earned because of failure to satisfy applicable
        Performance Measures shall be forfeited.

       

      
        	
                7.4

              	
                Substitution
                  of Cash.  If provided for in the applicable Award Agreement,
                  the Committee may, in its discretion, substitute cash equal to
                  the Fair
                  Market Value (determined as of the date of distribution) of Restricted
                  Shares otherwise required to be distributed to a
                  Participant.

              


      

       

      


       

      ARTICLE
        8

      Transferability
        of Awards

      


      During
        the lifetime of a Participant to whom an Award of Options or Restricted Shares
        has been granted, such Options or Restricted Shares are not transferable
        voluntarily or by operation of law, and may be exercised only by the designated
        Participant.  Upon the death of a Participant to whom an Award of
        Options or Restricted Shares has been granted, the Options or Restricted
        Shares
        may be transferred to the beneficiaries or heirs of the deceased Participant
        by
        will or by the laws of descent and distribution.  In addition, to the
        extent permitted in an Award Agreement, the Committee may, in its discretion,
        allow for the transferability of any Nonqualified Stock Options or Restricted
        Shares granted pursuant to this Plan.

      


      


      ARTICLE
        9

      Termination
        of Awards

      


      
        	
                9.1

              	
                Termination
                  During Period of Continuous Employment.  During a
                  Participant’s period of continuous employment with the Company, an Award
                  of Options or Restricted Shares will be terminated only if it (a)
                  has been
                  fully exercised or earned, (b) has not vested due to failure to
                  satisfy
                  any Performance Measures or other terms of grant, or (c) has expired
                  or
                  been forfeited by its terms.

              


      

      


      9.2           Termination
        of Employment.

      


      
        	
                 

              	
                (a)

              	
                Options.

              


      

      


      
        	
                 

              	
                (1)

              	
                Unless
                  an Option Award Agreement provides otherwise, upon Termination
                  of
                  Employment for any reason, the then exercisable portion of any
                  Option will
                  terminate upon the earlier of (i) the first business day following
                  expiration of the three month period after the date of Termination
                  of
                  Employment, or (ii) the Option Expiration Date set forth in the
                  Award
                  Agreement pursuant to which the Option was granted.  The portion
                  of any Option Award not exercisable
                  will

              


      


      
        
           

        

        
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      terminate
        on the date of Termination of Employment.  For purposes of the Plan, a
        leave of absence approved by the Company shall not be deemed to be Termination
        of Employment.

      


      
        	
                 

              	
                (2)

              	
                Notwithstanding
                  the preceding paragraph, if a Participant holding an Option dies
                  or
                  becomes subject to Permanent Disability while employed or within
                  three
                  months after Termination of Employment, such Option may be exercised,
                  to
                  the extent exercisable on the date of the occurrence of the event
                  which
                  triggers the operation of this paragraph, at any time by the estate
                  or
                  guardian of such person or by those persons to whom the Option
                  may have
                  been transferred by will or by the laws of descent and distribution
                  until
                  the earlier of (i) the date which is one year after the date of
                  such death
                  or occurrence of Permanent Disability, or (ii) the Option Expiration
                  Date
                  set forth in the Award Agreement.

              


      

      


      
        	
                 

              	
                (3)

              	
                The
                  Committee may at any time prior to three months after the date
                  of
                  Termination of Employment provide that particular Options not be
                  affected
                  by such termination and continue in force whether or not exercisable
                  at
                  the date of such Termination of Employment until the Option Expiration
                  Date set forth in the Award Agreement or any date prior
                  thereto.

              


      

      


      
        	
                 

              	
                (4)

              	
                Except
                  as provided in Article 10 hereof, in no event will the continuation
                  of the
                  term of an Option beyond the date of Termination of Employment
                  allow the
                  Participant, or the Participant’s beneficiaries or heirs, to accrue
                  additional rights under the Plan, or to purchase more Shares through
                  the
                  exercise of an Option that  could have been purchased on the day
                  that employment was terminated.  In addition, notwithstanding
                  anything contained herein, no Option may be exercised in any event
                  after
                  the expiration of ten years from the Date of Grant of such
                  Option.

              


      

      


      
        	
                 

              	
                (b)

              	
                Restricted
                  Shares.  Except as otherwise determined by the Committee in
                  its sole discretion, a Participant whose employment with the Company
                  terminates prior to the end of the Vesting Period applicable to
                  a
                  Restricted Share Award for any reason shall forfeit all Restricted
                  Shares
                  remaining subject to such outstanding Restricted Share
                  Award.

              


      

      


      
        	
                 

              	
                (c)

              	
                Termination
                  Due to Death or Permanent Disability – Awards Subject to Performance
                  Measures. In the event that the employment with the Company of a
                  Participant with Options or Restricted Shares conditioned on Performance
                  Measures terminates because of death or because the Participant
                  becomes
                  subject to Permanent Disability, and the Performance Period has
                  not ended
                  at the time of such termination due to death or Permanent Disability,
                  the
                  Committee shall have sole discretion to determine whether all or
                  any
                  portion of the Award that is subject to Performance Measures will
                  be
                  deemed earned.

              


      


      
        
           

        

        
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      ARTICLE
        10

      Adjustments
        to Awards due to Changed Circumstances

      


      
        	
                10.1

              	
                In
                  the event of changes in the outstanding common stock of the Company
                  as a
                  result of stock dividends, split-ups, recapitalizations, combinations
                  of
                  Shares, exchanges of Shares or related transactions, the number
                  and class
                  of Shares and price per Share for each outstanding award of Options
                  or
                  Restricted Shares shall be correspondingly adjusted by the
                  Committee.

              


      

      


      
        	
                10.2

              	
                The
                  Committee shall make appropriate adjustments in the Option Price
                  of any
                  outstanding award of Options to reflect any spin-off of assets,
                  extraordinary dividends or other distributions to
                  shareholders.

              


      

      


      
        	
                10.3

              	
                In
                  event that the Company shall, pursuant to action by its Board of
                  Directors, at any time propose to merge into, consolidate with,
                  or sell or
                  transfer substantially all of its assets, or otherwise enter in
                  to a
                  transaction pursuant to which ICO, Inc. is not the surviving corporation
                  (other than a corporate restructuring among Company Affiliates),
                  or in
                  which the outstanding Shares of ICO, Inc. are converted to cash,
                  other
                  securities or other property (any such circumstances referred
                  to  herein as a “Change of Control”) and provision is not made
                  pursuant to the terms of the transaction(s) relating to such Change
                  of
                  Control (the “Transaction”) for the assumption by the surviving, resulting
                  or acquiring corporation of any outstanding category of Awards
                  under the
                  Plan, or for the substitution of new Awards therefor, with regard
                  for
                  Awards for which no provision is made the following shall
                  apply:

              


      

      


      
        	
                 

              	
                (a)

              	
                Options.  The
                  Committee shall cause written notice of the proposed Transaction
                  to be
                  given to each Option holder not more than twenty (20) days prior
                  to the
                  anticipated effective date of the proposed Transaction, and the
                  Participant’s Option, unless otherwise provided for under the terms of the
                  Option Award Agreement, shall become fully (100%) vested and, prior
                  to a
                  date specified in such notice, which shall not be more than ten
                  days prior
                  to the anticipated effective date of the proposed Transaction,
                  each
                  Participant shall have the right to exercise his or her Option
                  to purchase
                  any or all Shares then subject to such Option (unless otherwise
                  provided
                  under the terms of the Option Award Agreement), including those,
                  if any,
                  which by reason of other provisions of the Plan have not then become
                  available for purchase.  Each Participant, by so notifying the
                  Company in writing, may, in exercising his or her Option, condition
                  such
                  exercise upon, and provide that such exercise shall become effective
                  at
                  the time of, but immediately prior to, the consummation of the
                  Transaction, in which event such Participant need not make payment
                  for the
                  Shares to be purchased upon exercise of such Option until five
                  days after
                  written notice by the Company to such Participant that the Transaction
                  has
                  been consummated.  If the transaction is consummated, each
                  Option, to the extent not previously exercised prior to the date
                  specified
                  in the foregoing notice, shall terminate on the effective date
                  of the
                  Transaction.  If the Transaction is abandoned, (i) any Shares
                  not purchased upon exercise of such Option shall continue to be
                  available
                  for purchase in accordance with the other provisions of the Plan
                  and (ii)
                  to the extent that any Option not exercised prior to such abandonment
                  shall have vested solely by operation of this paragraph, such vesting
                  shall be

              


      


      
        
           

        

        
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      deemed
        annulled, and the original vesting schedule set forth shall be reinstituted,
        as
        of the date of such abandonment.

      


      
        	
                 

              	
                (b)

              	
                Restricted
                  Shares.  The Committee shall cause written notice of the
                  proposed Transaction to be given to each Participant holding Restricted
                  Shares not more than twenty (20) days prior to the anticipated
                  effective
                  date of the proposed Transaction, and unless provided for under
                  the terms
                  of the Restricted Share Award Agreement, all restrictions imposed
                  on
                  Restricted Shares shall lapse and such Restricted Shares shall
                  become
                  fully (100%) vested as of a date specified in the notice, which
                  shall not
                  be more than ten (10) days prior to the anticipated effective date
                  of the
                  proposed Transaction.

              


      

      


      


      ARTICLE
        11

      Amendment
        or Discontinuance of Plan

      


      
        	
                11.1

              	
                The
                  Board of Directors may at any time amend, suspend, or discontinue
                  the
                  Plan; provided, however, that except as otherwise permitted by
                  Rule 16b-3,
                  Code Section 162(m) or Code Section 422, no amendments by the Board
                  of
                  Directors shall, without further approval of the shareholders of
                  ICO,
                  Inc.:

              


      

      


      
        	
                 

              	
                (a)

              	
                change
                  the class of Eligible Employees;

              


      

      


      
        	
                 

              	
                (b)

              	
                except
                  as provided in Articles 4 and 9 hereof, increase the number of
                  Shares
                  which may be subject to Award granted under the Plan;
                  or

              


      

      


      
        	
                 

              	
                (c)

              	
                cause
                  the Plan or any Award granted under the Plan to fail to (i) qualify
                  for
                  exemption from Section 16(b) of the Act, (ii) be excluded from
                  the $1
                  million deduction limitation imposed by Code Section 162(m), or
                  (iii)
                  qualify as an “Incentive Stock Option” as defined by Code Section
                  422.

              


      

      


      
        	
                11.2

              	
                No
                  amendment or discontinuance of the Plan shall alter or impair any
                  Option
                  granted under the Plan without the consent of the holder
                  thereof.

              


      

      


      


      ARTICLE
        12

      Effective
        Date

      


      The
        Plan became effective on January
        12, 1998, having been adopted by the Board of Directors on that date and
        approved by the shareholders of the Company within twelve (12) months
        thereafter.  The Plan was amended and restated by the Board of
        Directors on December 18, 2001, and approved by the shareholders of the Company
        on March 15, 2002.  The Plan was amended and restated by the Board of
        Directors on January 27, 2004, and approved by the shareholders of the Company
        on March 5, 2004.  The Plan was amended by the Board of Directors on
        September 8, 2005 and was amended and restated by the Board of Directors
        on
        November 16, 2005 (without the necessity of shareholder approval for
        such


      
        
           

        

        
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            12 -

          
            

          

        

        
           

        

      


      amendments).  The
        Plan was amended and restated by the Board of Directors on January 26, 2006,
        and
        approved by the shareholders of the Company on March 14, 2006.  The
        Plan was amended and restated by the Board of Directors on January 25, 2007,
        and
        approved by the shareholders of the Company on March 5, 2007.  The
        Plan was amended and restated by the Board of Directors on August 7, 2007
        (without the necessity of shareholder approval for such
        amendments).

      


      


      ARTICLE
        13

      Miscellaneous

      


      
        	
                13.1

              	
                Nothing
                  contained in this Plan or in any action taken by the Board of Directors
                  or
                  shareholders of the Company shall constitute the granting of an
                  Award, and
                  an Award shall not be deemed granted unless: a written Award Agreement
                  has
                  been delivered to the respective employee; the employee has executed
                  the
                  Award Agreement respecting the Award in conformance with the provisions
                  of
                  the Plan and the terms of grant; and the Award Agreement has been
                  executed
                  on behalf of the Company.

              


      

      


      
        	
                13.2

              	
                Nothing
                  contained in this Plan or in any Award granted pursuant to it shall
                  confer
                  upon any employee any right to continue in the employ of the Company
                  or to
                  interfere in any way with the right of the Company to terminate
                  employment
                  at any time.  So long as a holder of an Award shall continue to
                  be an employee of the Company, the Award shall not be affected
                  by any
                  change of the Participant’s duties or
                  position.

              


      

      


      
        	
                13.3

              	
                Certificates
                  for Shares purchased through exercise of Options or received due
                  to an
                  award of Restricted Shares will be issued in regular course after
                  exercise
                  of the Option and payment therefor as called for by the terms of
                  the
                  Option, or the vesting and/or performance terms of the award of
                  Restricted
                  Shares.  No persons holding an Option granted under this Plan
                  shall have any rights or privileges of a shareholder of the Company
                  with
                  respect to any Shares issuable upon exercise of such Option until
                  certificates representing such Shares shall have been issued and
                  delivered.  No Shares shall be issued and delivered upon
                  exercise of an Option unless and until the Company, in the opinion
                  of its
                  counsel, has complied with all applicable registration requirements
                  of the
                  Securities Act of 1933 and any applicable state securities laws,
                  and with
                  any applicable listing requirements of any national securities
                  exchange on
                  which ICO, Inc.’s securities may then be listed as well as any other
                  requirements of law.

              


      

      


      
        	
                13.4

              	
                This
                  Plan shall continue in effect until the expiration of all Awards
                  granted
                  under the Plan unless terminated earlier in accordance with Article
                  11;
                  provided, however, that it shall otherwise terminate ten years
                  after the
                  Effective Date.

              


      

      


      
        	
                13.5

              	
                Notwithstanding
                  any provision in this Plan or in any Award Agreement, no Restricted
                  Share
                  Award granted after the Effective Date of this amendment and restatement
                  of the Plan shall be exercisable prior to the date the ICO, Inc.
                  2007
                  Equity Incentive Plan (amending and restating the Fourth Amended
                  and
                  Restated ICO, Inc. 1998 Stock Option Plan) is approved by the shareholders
                  of the Company (“Date of Shareholder Approval”).  In the event
                  that any Options are granted
                  after

              


      


      
        
           

        

        
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            13 -

          
            

          

        

        
           

        

      


      the
        Effective Date, such Options may only be exercisable prior to the Date of
        Shareholder Approval if, as of the Date of Grant of such Options, the total
        number of Options subject to awards under the Plan does not exceed the limit
        of
        Shares available for grant under the Plan as set forth in the Fourth Amended
        and
        Restated ICO, Inc. 1998 Stock Option Plan.

       

       

       

       

       

      
 


      
        
           

        

        
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