exhibit10-2.htm


    
      

    


    Exhibit
      10.2

    


    ICO,
      Inc.

     FY
      2008 Annual Incentive Bonus Plan Matrix- Business Unit
      Presidents

    


    These
      three pages constitute the FY 2008 Annual Incentive Bonus Plans for the
      following four individuals: (1) Donald Eric Parsons, 

    President
      – ICO Polymers North American (“IPNA”); (2) Stephen E. Barkmann, President –
Bayshore Industrial (“Bayshore”);

     (3)
      Derek R. Bristow – President, ICO Europe (“Europe”); and (4) Dario E. Masutti,
      President – ICO Asia Pacific (“Asia Pacific”).

    


    
      	
               

            	
               

            	
              Pay-out
                as a percentage of base salary

            
	
              Measurement

            	
              Weighting

            	
              0%

            	
              50%

            	
              100%

            
	
              Operating
                Income

            	
              20%

            	
              See
                Operating
                Income

              Targets

            	
              See
                Operating
                Income

              Targets

            	
              See
                Operating
                Income

              Targets

            
	
               

              Business
                Unit ROIC

            	
              20%

            	
               

              See
                ROIC
                Targets

            	
              See
                ROIC
                Targets

            	
               

              See
                ROIC
                Targets

            
	
               

              Business
                Unit Investment turnover

            	
              15%

            	
              *

            	
              *

            	
              *

            
	
               

              ICO,
                Inc. consolidated ROE

            	
              25%

            	
              *

            	
              *

            	
              *

            
	
              Subjective/Qualitative
                factors

            	
              20%

            	
              As
                recommended by CEO, and determined & approved

              by
                the
                Compensation Committee

            	
              As
                recommended by CEO, and determined & approved by the Compensation
                Committee

            	
              As
                recommended by CEO, and determined & approved by the Compensation
                Committee

            


    

    


    Measurement
      definitions

     

    Operating
      Income  – Earnings before interest and
      taxes.  *

    ROIC –
      Annual Operating Income dividend by Invested Capital Base.  Invested
      Capital Base defined as average total assets minus all intercompany loans
      (including intercompany accounts receivables and payables) investment in
      affiliates, and goodwill, minus  current liabilities, excluding funded
      debt (i.e. interest bearing debt).  The average Invested Capital base
      shall be calculated using the previous thirteen points of month-end
      data.

    Investment
      turnover– Trailing twelve months revenue dividend by the average Invested
      Capital Base for the previous thirteen month-end periods.  Note that
      Investment turnover calculation will include intercompany revenues, receivables
      and payables.

    ROE 
      – Net income from continuing operations divided by Stockholders’ equity, less
      the liquidation preference of Convertible Preferred Stock.  For
      purposes of this calculation, Stockholders’ equity and liquidation preference
      balances shall be averaged using the  previous four (4) quarter-end
      balances, plus the year-end balance (i.e. the previous year end balance plus
      the
      four quarter-end balances, plus the year-end balance (i.e. the previous year
      end
      balance plus the four quarter-end balances of fiscal year
      2008).

     

    Computational
      Note

    For
      each
      measurement the bonus amount payable is calculated as the result achieved for
      each measurement (i.e. the 0%, 50% or 100% pay-out) times the weighting and
      multiplied by the relevant Business Unit President’s base salary. Results for
      each measurement falling between the targeted amounts adjust the pay-out targets
      by interpolating the percentage of: (i) the resulted achieved minus the lower
      threshold divided by, (ii) the difference between the higher and lower target,
      multiplied by (iii) the higher pay-out target percentage.

    Additional
      Provisions

    A
      Business
      Unit President will not be entitled to a bonus under this Plan, or otherwise
      with respect to FY 2008, if, prior October 1, 2008, (a) he resigns from
      employment with the Company, or (b) he is terminated from employment for
“Cause.” Termination for “Cause” shall mean termination for “Cause” as defined
      in the employment agreement (if any) between the Company or its subsidiary
      and
      the Business Unit President, and also shall mean termination of the Business
      Unit President as a result of the Business Unit President’s violation of any
      provision of the Company’s Code of Business Ethics.

     

    *  Indicates
      redacted text.

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    


    ICO,
      Inc.

    FY
      2008 Annual Incentive Bonus Plan Matrix- Business Unit
      Presidents

    FY
      2008 Operating Income Targets

    


    
      	
               

            	
              Pay-out
                as a percentage of base
                salary

            
	
              Business
                Unit

            	
              0%

            	
              50%

            	
              100%

            
	
               

              IPNA
                (*)

            	
              *

            	
              *

            	
              *

            
	
               

              Bayshore

            	
              *

            	
              *

            	
              *

            
	
               

              Europe

            	
              *

            	
              *

            	
              *

            
	
               

              Asia
                Pacific

            	
              *

            	
              *

            	
              *

            


    

    


    


    *  Indicates
      redacted
      text.

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    


    ICO,
      Inc.

    FY
      2008 Annual Incentive Bonus Plan Matrix- Business Unit
      Presidents

    FY
      2008 ROIC Targets

    


    
      	
               

            	
              Pay-out
                as a percentage of base salary

            
	
              Business
                Unit

            	
              0%

            	
              50%

            	
              100%

            
	
               

               
                IPNA (*)

            	
              *

            	
              *

            	
              *

            
	
               

               
                Bayshore

            	
              *

            	
              *

            	
              *

            
	
               

               
                Europe

            	
              *

            	
              *

            	
              *

            
	
               

               
                Asia Pacific

            	
              *

            	
              *

            	
              *

            


    

     

    


    


    *  Indicates
      redacted text.