exhibit10-1.htm


    
      

    

    SECOND
      AMENDMENT TO

    EMPLOYMENT
      AGREEMENT

    


    This
      Second Amendment to Employment Agreement (“First Amendment”) is entered into by
      and between ICO, Inc. (“Company”) and A. John Knapp, Jr. (“Employee”), on
      January 23, 2008.

     

    WHEREAS,
      Employee
      entered into an Employment Agreement with Company, effective October 1, 2005,
      and amended effective August 30, 2006 (as amended, the “Employment Agreement”),
      and Employee and Company desire to further amend the Employment Agreement as
      set
      forth herein.

     

    NOW,
      THEREFORE,
      for and in
      consideration of the mutual promises, covenants, and obligations contained
      herein, Company and Employee agree as follows:

     

    


    1.           
      All capitalized terms used herein and not otherwise defined herein shall have
      the meaning ascribed to such terms in the Employment Agreement. Except as
      amended hereby, all provisions in the Employment Agreement remain in full force
      and effect.

    


    2.           
      The following provision is hereby inserted in Article 2 of the Agreement, as
      Section 2.7(d):

    


    The
      Incentive Bonus for FY 2008 (“the “FY 2008 Annual Incentive Bonus”), shall be
      calculated as follows:

    


    The
      sum
      of the Annual Incentive Bonuses paid to the Company’s other five ELT members
      based on FY 2008 performance, in accordance with their respective FY 2008 Annual
      Incentive Bonus Plans

    


    divided
      by:

    


    The
      sum
      of the FY 2008 Base Salaries of Company’s other five ELT members

    


    multiplied
      by:

    


    Mr.
      Knapp’s FY 2008 annual Base Salary ($250,000)

     

    
      For
        the
        purpose of the above formula, the other five ELT members are (1) Donald Eric
        Parsons, President – ICO Polymers North American; (2) Stephen E. Barkmann,
        President – Bayshore Industrial; (3) Derek R. Bristow – President, ICO Europe;
        (4) Dario E. Masutti, President – ICO Asia Pacific; (5) Bradley T. Leuschner –
Chief Financial Officer. 



     

    
      
         

      

      
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    3.           
      Effective October 1, 2007, Employee’s Base Salary (as defined in Section 2.1 of
      the Agreement) is increased to Two Hundred and Fifty Thousand Dollars ($250,000)
      per annum.

    


    IN
      WITNESS WHEREOF, Company and Employee have duly executed this Agreement
      in multiple originals to be effective on the Effective Date.

    


    
      	 	
              ICO,
                Inc.

            
	 	 	 
	 	 	 
	 	
              /s/
                Gregory T. Barmore

            
	 	
              Gregory
                T. Barmore

            
	 	
              Chairman
                of the Board of Directors

            
	 	 	 
	 	
              Date:

            	
              January
                23, 2008

            
	 	 	 
	 	 	 
	 	 	 
	 	
              Employee

            
	 	 	 
	 	 	 
	 	
              /s/
                A. John Knapp, Jr.

            
	 	
              A.
                John Knapp, Jr.

            
	 	 
	 	
              Date:

            	
              January
                23, 2008

            
	 	 


    

    


    


    
      
         

      

      
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