exhibit10-1.htm


    
      

    


    


    Exhibit
      10.1

    
       

      ICO,
        Inc.

       FY
        2008 Annual Incentive Bonus Plan Matrix- CFO

       

      
        This
          page
          constitutes the FY 2008 Annual Incentive Bonus Plan for Bradley T. Leuschner,
          Chief Financial Officer.

      



    
      	
               

            	
               

            	
              Pay-out
                as a percentage of base salary

            
	
              Measurement

            	
              Weighting

            	
              0%

            	
              26%

            	
              52%

            
	
               

               
                Corporate Expenses (1)

            	
              33%

            	
              *

            	
              *

            	
              *

            
	
               

               
                ICO, Inc. consolidated ROE

            	
              33%

            	
              *

            	
              *

            	
              *

            
	
               
                Subjective/Qualitative Factors

            	
              33%

            	
              As
                recommended by CEO, 

              and
                determined and approved by the Compensation Committee

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

            	
              As
                recommended by CEO, 

              and
                determined and approved by the Compensation
                Committee

            


    

     

    Measurement
      definitions

     

    (1)
Corporate
      Expenses 
– Defined as Corporate general and administrative
      expenses.
      [ * ]

     

    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 and
      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%, 26% or 52% pay-out) times the weighting and
      multiplied by the CFO’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

    The
      CFO
      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” as defined in his employment
      agreement.   

     

    *  Indicates
      redacted text.