Exhibit 10.2 - Incentive Stock Option Agreement Form


    Exhibit
      10.2

    


    


    Summary
      Information

    Employee:
      Name

    Location:
      xx

    Date
      of
      Grant: ___,
      20__

    ESOP:
      19__

    Exercise
      Price: $x.xx/Share

    Expiration:
      earlier of xxx
      or 3
      months post termination

    Total
      #
      Shares subject to grant: xxx

    Vesting:
      xxx
      Shares
      vest on ____,
      20__ 

    xxx
      Shares
      vest on ____,
      20__

    


    


    INCENTIVE
      STOCK OPTION AGREEMENT

     

    This
      AGREEMENT is made and effective this x
      day of
xxx,
      2005
      (the
“Date of Grant”), between ICO, Inc., a Texas corporation (the “Company”), and
Name
      (“Employee”), an employee of Company or one of its subsidiaries. 

     

    To
      carry
      out the purposes of ICO, Inc.’s 19XX
      STOCK
      OPTION PLAN, (the “Plan”), by affording Employee the opportunity to purchase
      shares of the common stock of the Company (“Shares”), and in consideration of
      the mutual agreements and other matters set forth herein and in the Plan, the
      Company and Employee hereby agree as follows: 

     

    1. Grant
      of Option.
      The
      Company hereby irrevocably grants to Employee the right to purchase all or
      any
      part of an aggregate of xxx
      Shares
      (such right to purchase xxx
      Shares
      at the purchase price set forth in paragraph 2 below being referred to herein
      as
      this “Option”), on the terms and conditions set forth herein and in the Plan, as
      such Plan may be amended or supplemented from time to time, and which Plan
      is
      incorporated herein by reference as a part of this Agreement. This Option is
      intended to constitute an incentive stock option (“ISO”), within the meaning of
      Section 422(b) of the Internal Revenue Code of 1986, as amended (the “Code”), to
      the maximum extent permitted under the Code. Employee acknowledges that only
      a
      portion of this Option may qualify as an ISO due to the limitations set forth
      in
      section 422(d) of the Code.

     

    2. Purchase
      Price.
      The
      purchase price of the Shares that may be purchased by Employee pursuant to
      the
      exercise of this Option shall be $xxx
      per
      Share, which has been determined to be not less than the fair market value
      of
      the Shares on the Date of Grant of this Option. For the purpose of this
      Agreement, the “fair market value” of the Shares shall be determined in
      accordance with the definition of “fair market value” contained in the Plan.


     

    3. Exercise
      of Option.
      Subject
      to the earlier expiration of this Option as set forth below, this Option may
      be
      exercised in full or part, by written notice to the Company at its principal
      executive office addressed to the attention of its General Counsel, at any
      time
      and from time to time after the Date of Grant hereof, but, except as otherwise
      provided below, this Option shall not be exercisable for more than a percentage
      of the aggregate number of Shares offered by this Option determined by the
      number of full years from the Date of Grant to the date of such exercise, in
      accordance with the following vesting schedule:

     

    
      
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              Number
                of Full Years 

              Following
                the Date of Grant

            	
              Percentage
                of Shares

              That
                May Be Purchased

            
	
              Less
                than 1 year (vest on Date of Grant)

            	
               xx%
                (xxx
                Shares)

            
	
              1
                year (vest on 1st
                anniversary of Date of Grant)

            	
               xx%
                (xxx
                Shares)

            
	
              2
                years (vest on 2nd
                anniversary of Date of Grant)

            	
               xx%
                (xxx
                Shares)

            
	 	 


    

    


     

    Furthermore,
      in order to exercise this Option or any portion thereof, Employee must be an
      employee of the Company or of a subsidiary of the Company at all times during
      the period beginning on the Date of Grant and ending on the day three months
      before the date of exercise. This Option shall not be exercisable in any event
      after the expiration of the earlier of: (a) ten (10) years from the Date of
      Grant hereof, or (b) the first business day following expiration of the three
      month period after the date when Employee ceases to be an employee of the
      Company or any subsidiary of the Company. Furthermore, any options that have
      not
      vested prior to the date of Employee’s termination of employment shall not be
      exercisable. The purchase price of shares as to which this Option is exercised
      shall be paid as provided under the provisions of the Plan. 

     

    4. Withholding
      of Tax.
      To the
      extent that the exercise of this Option or the disposition of Shares acquired
      by
      exercise of this Option results in compensation income or wages to Employee
      for
      federal, state, or local tax purposes, Employee shall deliver to the Company
      at
      the time of such exercise or disposition such amount of money or Shares as
      the
      Company may require to meet its obligations under applicable tax laws or
      regulations, and, if Employee fails to do so, the Company is authorized to
      withhold from any cash or Share remuneration then or thereafter payable to
      Employee any tax required to be withheld by reason of such resulting
      compensation income. Upon an exercise of this Option, the Company is further
      authorized in its discretion to satisfy any such withholding requirements out
      of
      any cash or Shares distributable to Employee upon such exercise. 

     

    5. Binding
      Effect.
      This
      Agreement shall be binding upon and inure to the benefit of any successors
      to
      the Company and all persons lawfully claiming under Employee. In the event
      of
      conflict between any of the provisions in this Agreement and provisions in
      the
      Plan, the provisions of the Plan will govern. 

     

    6. Dispute
      Resolution.
      This
      Agreement and the Option granted hereunder, shall be governed by, and construed
      in accordance with the laws of the State of Texas, without regard to its
      principles of conflicts of law. Any and all controversies, claims and
      differences arising out of or relating to the Option granted under this
      Agreement which cannot be settled by good faith negotiation between the parties
      will be finally settled by binding arbitration brought within three (3) months
      of the termination of the Option, with the date of termination to be governed
      by
      the provisions of the Plan and this Agreement. The binding arbitration will
      be
      conducted in accordance with the then existing rules of the American Arbitration
      Association (“AAA”), by one arbitrator. In the event of any conflict between
      such rules and this paragraph, the provisions of this paragraph shall govern.
      Upon the written demand of either party, the parties shall appoint a single
      arbitrator acceptable to both parties. Arbitration proceedings shall be held
      in
      Houston, Texas. The decision of the arbitrator shall be final and binding upon
      the parties hereto, not subject to appeal, and shall deal with the questions
      of
      interest, cost of the arbitration, and all matters relevant thereto. Judgment
      upon the award or decision rendered by the arbitrator may be entered in any
      court having jurisdiction thereof, or application may be made to such court
      for
      a judicial recognition of the award or any order of enforcement thereof as
      the
      case may be.

     

    
      
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    IN
      WITNESS WHEREOF,
      the
      Company has caused this Agreement to be duly executed by its officer thereunto
      duly authorized, and Employee has executed this Agreement, to be effective
      as of
      the Date of Grant set forth above.

     

    


     

    ICO,
      INC.

                                    

                                  
By:
      ___________________________________

                         
      Printed Name: ___________________________

     

    Title:
      __________________________________

     

    


     

    


                                

    EMPLOYEE

                                 

                      
      xxx

     

     

     

     

     

     

     

     

     

     

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