Exhibit 10.2 - 4th Amend. and Restated 1993 Stock Op. Plan


    Exhibit
      10.2


     

    FOURTH
      AMENDED AND RESTATED 

     

    1993
      STOCK OPTION PLAN 

     

    FOR
      NON-EMPLOYEE DIRECTORS 

     

    OF
      

     

    ICO,
      INC.

     

     

     

     

    
      
        	1.            
                 	
                Purpose.
                  The
                  purpose of this Plan is to advance the interests of ICO, Inc.,
                  a Texas
                  corporation (the “Company”), by providing an additional incentive to
                  attract and retain qualified and competent Directors, upon whose
                  efforts
                  and judgment the success of the Company is largely dependent, through
                  the
                  encouragement of stock ownership in the Company by such persons.
                  

              


      

    

     

    
      	2.            
              	
              Definitions.
                As used herein, the following terms shall have the meaning indicated:
                

            


    

     

    
      	(a)  	
              “Board”
                shall mean the Board of Directors of the Company.
                

            


    

     

    
      	(b)  	
              “Committee”
                shall mean those members of the Board who are not Eligible Persons.
                

            


    

     

    
      	(c)  	
              “Date
                of Grant” shall mean the date on which an Option is granted to an Eligible
                Person pursuant to Section 4(a) or 4(b) hereof.
                

            


    

     

    
      	(d)  	
              “Director”
                shall mean a member of the Board. 

            


    

     

    
      	(e)  	
              “Eligible
                Person(s)” shall mean those persons who are Directors of the Company and
                who are not employees or officers of the Company or a Subsidiary.
                

            


    

     

    
      	(f)  	
              “Fair
                Market Value” of a Share on any date of reference shall be the Closing
                Price on the business day immediately preceding such date. For this
                purpose, the Closing Price of the Shares on any business day shall
                be (i)
                if the Shares are listed or admitted for trading on any United States
                national securities exchange, the last reported sale price of Shares
                on
                such exchange, as reported in any newspaper of general circulation,
                (ii) if Shares are quoted on NASDAQ, or any similar system of
                automated dissemination of quotations of securities prices in common
                use,
                the mean between the closing high bid and low asked quotations for
                such
                day of Shares on such system, (iii) if neither clause (i) or
                (ii) is applicable, the mean between the high bid and low asked quotations
                for Shares as reported by the National Daily Quotation Service if
                at least
                two securities dealers have inserted both bid and asked quotations
                for
                Shares on at least five of the ten preceding business days, or
                (iv) in lieu of the above, if actual transactions in the Shares are
                reported on a consolidated transaction reporting system, the last
                sales
                price of the Shares on such system. If there is no Closing Price
                as
                determined above, the Fair Market Value shall be determined by any
                fair
                and reasonable means prescribed by the Committee.
                

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      	(g)  	
              “Internal
                Revenue Code” or “Code” shall mean the Internal Revenue Code of 1986, as
                it now exists or as it may be amended from time to time.
                

            


    

     

    
      	(h)  	
              “Non-incentive
                Stock Option” shall mean an option that is not an incentive stock option
                as defined in Section 422A of the Internal Revenue Code.
                

            


    

     

    
      	(i)  	
              “Option”
                (when capitalized) shall mean any option granted under this Plan.
                

            


    

     

    
      	(j)  	
              “Optionee”
                shall mean a person to whom a stock option is granted under this
                Plan or
                any successor to the rights of such person under this Plan by reason
                of
                the death of such person. 

            


    

     

    
      	(k)  	
              “Plan”
                shall mean this 1993 Stock Option Plan for Non-employee Directors
                of ICO,
                Inc., as amended and restated August 29, 1996, as amended and
                restated January 8, 1999, as amended and restated on
                December 18, 2001, as amended and restated on November 18, 2005, and
                as it may be amended from time to time thereafter.
                

            


    

     

    
      	(l)  	
              “Share(s)”
                shall mean a share or shares of the Common Stock, no par value, of
                the
                Company. 

            


    

     

    
      	(m)  	
              “Subsidiary”
                shall mean any corporation (other than the Company) in any unbroken
                chain
                of corporations beginning with the Company if, at the time of the
                granting
                of the Option, each of the corporations other than the last corporation
                in
                the unbroken chain owns stock possessing more than 50% of the total
                combined voting power of all classes of stock in one of the other
                corporations in such chain. 

            


    

     

    
      	3.             	
              Shares
                and Options.  The maximum number of Shares to be issued pursuant
                to Options under this Plan shall be FOUR HUNDRED TEN THOUSAND (410,000)
                Shares, such number having been adjusted for all previous stock splits,
                from Shares held in the Company’s treasury or from authorized and unissued
                Shares. If any Option granted under this Plan shall terminate, expire,
                or
                be canceled or surrendered as to any Shares, new Options may thereafter
                be
                granted covering such Shares. Any Option granted hereunder shall
                be a
                Non-incentive Stock Option. 

            



     

    
      	4.             
               	
              Grant
                of Options.

            


    

    
      	(a)  	
              Automatic
                Grants

            


    

     

    
      	(i)  	
              Unless
                otherwise provided by the Committee, Options shall automatically
                be
                granted to Eligible Persons as provided in this
                Section 4(a).

            


    

     

    
      	(ii)  	
              The
                Options automatically granted to Directors under this Section 4(a)
                shall
                be in addition to regular Director’s fees or other benefits with respect
                to the Director’s position with the Company or its subsidiaries.
                

            


    

     

    
      
        2

      

      
         

        
          

        

      

      
         

      

    

     

    
      	(iii)  	
              Options
                granted under this Section 4(a) shall be automatically granted as
                follows:
                

            


    

     

    
      	 	
              (A)

            	
              each
                Director who is an Eligible Person on the first business day after
                the
                date of the 1999 Annual Meeting of Shareholders of the Company, on
                that
                date shall automatically receive an Option for FIVE THOUSAND (5,000)
                Shares, such date being the Date of Grant of such Option;
                

            


    

     

    
      	 	
              (B)

            	
              each
                Director who is an Eligible Person on the first business day after
                the
                date of each subsequent Annual Meeting of Shareholders of the Company,
                commencing with the Annual Meeting of Shareholders held in 2000,
                on that
                date shall automatically receive an Option for FIVE THOUSAND (5,000)
                Shares, such date being the Date of Grant of such Option; and
                

            


    

     

    
      	 	
              (C)

            	
              each
                Eligible Person who is elected a Director by the Company’s Shareholders or
                the Board of Directors (not previously being a Director) on a date
                other
                than the date of the Annual Meeting of Shareholders of the Company
                shall
                be granted an Option for FIVE THOUSAND (5,000) Shares on the date
                of such
                Eligible Person’s election as a Director, such date being the Date of
                Grant for such Option. 

            


    

     

    
      	(iv)  	
              Any
                Option that may be granted pursuant to this Section 4(a) shall vest
                and
                may be exercised six months and one day after the Date of Grant.
                

            


    

     

    
      	(b)  	
              Discretionary
                Grants.
                The Committee, in its discretion, may from time to time grant Options
                to
                one or more Eligible Persons on such terms and conditions as determined
                by
                the Committee on or after the Date of Grant, including but not limited
                to
                provisions regarding vesting and exercise. Options may be granted
                to the
                same Eligible Person on more than one occasion. Options granted under
                this
                Section 4(b) may be granted to an Eligible Person even if the Eligible
                Person receives an automatic grant of Options under Section
                4(a).

            


    

     

    
      	(c)  	
              Option
                Agreement.
                Each Option shall be evidenced by an option agreement (an “Option
                Agreement”) and shall contain such terms as are not inconsistent with this
                Plan or any applicable law. Any person who files with the Board,
                in a form
                satisfactory to the Board, a written waiver of eligibility to receive
                any
                Option under this Plan shall not be eligible to receive any Option
                under
                this Plan for the duration of such
                waiver.

            


    

     

    
      	(d)  	
              Director
                Rights.
                Neither the Plan nor any Option granted under the Plan shall confer
                upon
                any person any right to continue to serve as a
                Director.

            


    

     

    
      	5.           
                	
              Option
                Price.  The option price per Share of any automatic grant of
                Options under Section 4(a) shall be one hundred percent (100%) of
                the Fair
                Market Value per Share on the Date of Grant. The option price per
                Share of
                any discretionary grant of Options under Section 4(b) shall be not
                less
                than one hundred percent (100%) of the Fair Market Value per Share
                on the
                Date of Grant.

            


    

     

    
      
        3

      

      
         

        
          

        

      

      
         

      

    

     

    
      	6.           
                	
              Exercise
                of Options. An Option shall be deemed exercised when
                (i) the Company has received written notice of such exercise in
                accordance with the terms of the Option Agreement, (ii) full payment
                of the aggregate Option Price of the Shares as to which the Option
                is
                exercised has been made, and (iii) arrangements that are satisfactory
                to the Committee in its sole discretion have been made for the Optionee’s
                payment to the Company of the amount, if any, that the Committee
                determines to be necessary for the Company to withhold in accordance
                with
                applicable federal or state income tax withholding requirements.
                Pursuant
                to procedures approved by the Committee, tax withholding requirements,
                at
                the option of an Optionee, may be met by withholding Shares otherwise
                deliverable to the Optionee upon the exercise of an Option. Unless
                further
                limited by the Committee in any Option Agreement, the Option Price
                of any
                Shares purchased shall be paid solely in cash, by certified or cashier’s
                check, by money order, with Shares (but with Shares only if permitted
                by
                the Option Agreement or otherwise permitted by the Committee in its
                sole
                discretion at the time of exercise) or by a combination of the above;
                provided, however, that the Committee in its sole discretion may
                accept a
                personal check in full or partial payment of any Shares. If the exercise
                price is paid in whole or in part with Shares, the value of the Shares
                surrendered shall be their Fair Market Value on the date received
                by the
                Company. Any permitted payment through the tender of Shares may be
                made by
                instruction from the Optionee 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.
                

            


    

     

    
      	7.           	
              Termination
                of Option Period.

            


    

     

    
      	 	
              (a)

            	
              Termination
                of Options granted under Section 4(a).
                The unexercised portion of any automatic grant of Options under Section
                4(a) shall automatically and without notice terminate and become
                null and
                void at the time of the earliest to occur of the following:
                

            


    

     

    
      	(i)  	
              thirty
                (30) days after the date that an Optionee ceases to be a Director
                regardless of the reason therefor other than as a result of such
                termination by death of the Optionee;


            


    

     

    
      	(ii)  	
              one
                year after the date that an Optionee ceases to be a Director by reason
                of
                death of the Optionee, or six months after the Optionee shall die
                if that
                shall occur during the thirty-day period described in
                Subsection 7(i); or 

            


    

     

    
      	(iii)  	
              the
                tenth (10th) anniversary of the Date of Grant of the
                Option.

            


    

     

    
      	 	
              (b)

            	
              Termination
                of Options granted under Section 4(b).
                The unexercised portion of any discretionary grant of Options under
                Section 4(b) shall automatically and without notice terminate and
                become
                null and void at the time of the earliest to occur of the following:
                

            


    

     

    
      
        4

      

      
         

        
          

        

      

      
         

      

    

     

    
      	(i)  	
              the
                termination date specified in the Option Agreement; however, if no
                termination date is specified in the Option Agreement, the earlier
                of (A)
                thirty (30) days after the date that an Optionee ceases to be a Director
                regardless of the reason therefor other than as a result of such
                termination by death of the Optionee, or (B) one year after the date
                that
                an Optionee ceases to be a Director by reason of death of the Optionee;
                or
                

            


    

     

    
      	(ii)  	
              the
                tenth (10th) anniversary of the Date of Grant of the
                Option.

            


    

     

    
      	8.         
               	
              Adjustment
                of Shares.

            


    

    
      	(a)  	
              If
                at any time while this Plan is in effect or unexercised Options are
                outstanding, there shall be any increase or decrease in the number
                of
                issued and outstanding Shares through the declaration of a stock
                dividend
                or through any recapitalization resulting in a stock split-up, combination
                or exchange of Shares, then and in such event:


            


    

     

    
      	(i)  	
              appropriate
                adjustment shall be made in the maximum number of Shares then subject
                to
                being optioned under the Plan, so that the same proportion of the
                Company’s issued and outstanding Shares shall continue to be subject to
                being so optioned; and 

            


    

     

    
      	(ii)  	
              appropriate
                adjustment shall be made in the number of Shares and the exercise
                price
                per Share thereof then subject to any outstanding Option, so that
                the same
                proportion of the Company’s issued and outstanding Shares shall remain
                subject to purchase at the same aggregate exercise price.
                

            


    

     

    
      	(b)  	
              Except
                as otherwise expressly provided herein, the issuance by the Company
                of
                Shares of its capital stock of any class, or securities convertible
                into
                Shares of capital stock of any class, either in connection with a
                direct
                sale or upon the exercise of rights or warrants to subscribe therefor,
                or
                upon conversion of Shares or obligations of the Company convertible
                into
                such Shares or other securities, shall not affect, and no adjustment
                by
                reason thereof shall be made with respect to, the number of or exercise
                price of Shares then subject to outstanding Options granted under
                this
                Plan. 

            


    

     

    
      	(c)  	
              Without
                limiting the generality of the foregoing, the existence of outstanding
                Options granted under this Plan shall not affect in any manner the
                right
                or power of the Company to make, authorize or consummate (1) any or
                all adjustments, recapitalizations, reorganizations or other changes
                in
                the Company’s capital structure or its business; (2) any merger or
                consolidation of the Company; (3) any issue by the Company of debt
                securities, or preferred or preference stock which would rank above
                the
                Shares subject to outstanding Options; (4) the dissolution or
                liquidation of the Company; (5) any sale, transfer or assignment of
                all or any part of the assets or business of the Company; or (6) any
                other corporate act or proceeding, whether of a similar character
                or
                otherwise.

            


    

     

    
      
        5

      

      
         

        
          

        

      

      
         

      

    

     

    
      	9.           
                	
              Transferability
                of Options. Each Option Agreement shall provide that such Option
                shall not be transferable by the Optionee other than by will or by
                the
                laws of descent and distribution provided, however, that the Committee,
                in
                its sole discretion may allow for the transferability of any option
                previously granted or to be granted pursuant to this Plan.
                

            



     

    
      	10.        
               	
              Issuance
                of Shares. No person shall be, or have any of the rights or
                privileges of, a Shareholder of the Company with respect to any of
                the
                Shares subject to an Option, unless and until certificates representing
                such Shares shall have been issued and delivered to such person.
                As a
                condition of any transfer of the certificate for Shares, the Committee
                may
                obtain such agreements or undertakings, if any, as it may deem necessary
                or advisable to assure compliance with any provision of this Plan,
                any
                Option Agreement or any law or regulation including, but not limited
                to,
                the following: 

            


    

     

    
      	(i)  	
              a
                representation, warranty or agreement by the Optionee to the Company,
                at
                the time any Option is exercised, that he or she is acquiring the
                Shares
                to be issued to him or her for investment and not with a view to,
                or for
                sale in connection with, the distribution of any such Shares; and
                

            


    

     

    
      	(ii)  	
              a
                representation, warranty or agreement to be bound by any legends
                that are,
                in the opinion of the Committee, necessary or appropriate to comply
                with
                the provisions of any securities law deemed by the Committee to be
                applicable to the issuance of the Shares and are endorsed upon the
                Share
                certificates. 

            


    

     

    Share
      certificates issued to an Optionee who is a party to any Shareholders agreement
      or a similar agreement shall bear the legends contained in such agreements.
      

     

    
      	11.        
                	
              Amendment,
                Modification, Suspension or Discontinuance of this Plan. The
                Board of Directors may amend, modify, suspend or terminate the Plan
                for
                the purpose of meeting or addressing any changes in legal requirements
                or
                for any other purpose permitted by law. Subject to changes in law
                or other
                legal requirements, including any change in the provisions of Rule
                16b-3
                and Section 162(m) of the Code that would permit otherwise, the Plan
                may not be amended without the consent of the holders of a majority
                of the
                Shares of stock represented at a meeting of Shareholders for which
                a
                quorum is present, to (i) increase materially the aggregate number of
                Shares of stock that may be issued under the Plan (except for adjustments
                pursuant to paragraph 8 of the Plan), (ii) increase materially
                the benefit accruing to Optionees under the Plan, or (iii) modify
                materially the requirements as to eligibility for participation in
                the
                Plan. 

            


    

     

    
      	12.        
               	
              Interpretation.

            


    

    
      	(a)  	
              If
                any provision of this Plan is held to be invalid for any reason,
                such
                holding shall not affect the remaining provisions hereof, but instead
                this
                Plan shall be construed and enforced as if such provision had never
                been
                included in this Plan. 

            


    

     

    
      	(b)  	
              THIS
                PLAN SHALL BE GOVERNED BY THE LAWS OF THE STATE OF TEXAS.
                

            


    

     

     

    
      
        6

      

      
         

        
          

        

      

      
         

      

    

     

     

    
      	(c)  	
              Headings
                contained in this Plan are for convenience only and shall in no manner
                be
                construed as part of this Plan. 

            


    

     

    
      	(d)  	
              Any
                reference to the masculine, feminine, or neuter gender shall be a
                reference to such other gender as is appropriate.
                

            


    

     

    
      	13.        
                	
              Section 83(b)
                Election. If as a result of exercising an Option, an Optionee
                receives Shares that are subject to a “substantial risk of forfeiture” and
                are not “transferable” as those terms are defined for purposes of
                Section 83(a) of the Code, then such Optionee may elect under
                Section 83(b) of the Code to include in his gross income, for his
                taxable year in which the Shares are transferred to him, the excess
                of the
                Fair Market Value of such Shares at the time of transfer (determined
                without regard to any restriction other than one which by its terms
                will
                never lapse), over the amount paid for the Shares. If the Optionee
                makes
                the Section 83(b) election described above, the Optionee shall (i)
                make such election in a manner that is satisfactory to the Committee,
                (ii)
                provide the Company with a copy of such election, (iii) agree to
                promptly
                notify the Company if any Internal Revenue Service or state tax agent,
                on
                audit or otherwise, questions the validity or correctness of such
                election
                or of the amount of income reportable on account of such election,
                and
                (iv) agree to such withholding as the Committee may reasonably require
                in
                its sole and absolute discretion. 

            


    

     

    
      	14.       
               	
              Effective
                Date and Termination Date; Adoption of Plan. The effective date of
                this Plan is the 13th day of April, 1993, the date on which the Board
                originally adopted this Plan. The Shareholders of the Company approved
                the
                Plan on June 15, 1993. The Plan was subsequently amended and restated
                by the Board on August 29, 1996, which amendment and restatement was
                approved by the Shareholders on October 7, 1996. In connection with
                the corporate restructuring effected on April 1, 1998, pursuant to
                a Plan
                of Merger of ICO Merger Sub, Inc. with and into ICO, Inc., the Company
                (which prior to such merger was named “ICO Holdings, Inc.”) adopted the
                Plan and assumed the obligations under the Plan from the entity previously
                named “ICO, Inc.” (which after such merger was renamed “ICO P&O,
                Inc.”). The Plan was again amended and restated by the Board on
                January 8, 1999. The Plan was again amended and restated by the Board
                on December 18, 2001, which amendment and restatement was approved
                by the
                Shareholders on March 15, 2002. The Plan was again amended and restated
                by
                the Board on November 18, 2005, which amendment and restatement was
                approved by the Shareholders on [March 14, 2006]. No further Options
                may
                be granted under this Plan after on January 8, 2009, subject to early
                termination by the Board pursuant to Paragraph 11 of the Plan. The
                Plan shall remain in effect until all Options granted under the Plan
                have
                been exercised or have expired.

            



     

    
      	15.       
                	
              Government
                Regulations. The Plan, and the granting and exercise of Options
                thereunder, and the obligation of the Company to sell and deliver
                shares
                under such Options, shall be subject to all applicable laws, rules
                and
                regulations, and to such approvals by any governmental agencies or
                national securities exchanges as may be required.
                

            


    

     

     

    7