exh10-2.htm


    
      

    


    Exhibit
      10.2

     

    EMPLOYMENT
      AGREEMENT

    


    This
      Employment Agreement (“Agreement”) is entered into by and between ICO
      Technology, Inc. (“Company”) and Derek R. Bristow (“Employee”), on December 20,
      2007, to be effective as of January 1, 2008.

    


    WHEREAS,
      effective January 1, 2008, Employee’s employment shall be governed by the terms
      and conditions of this Agreement, which supersedes and replaces all prior
      agreements with the Company and its affiliates.

    


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

    


    ARTICLE
      1: EMPLOYMENT AND DUTIES

    


    1.1           
      Company agrees to employ Employee, and Employee agrees to be employed by
      Company, during the “Employment Period” from January 1, 2008 (the “Effective
      Date”) and continuing until the date of termination of Employee’s employment
      (“Termination Date”), subject to this Agreement.  Employee shall serve
      as Managing Director of ICO Italy, and as a managing director of ICO Europe
      B.V.  On behalf of the ICO Group, Employee shall serve as Group
      President of the ICO Group’s European Division.  As head of the ICO
      Group’s European division, Employee is expected to participate in the
      development and implementation of global strategies for the ICO Group, including
      assisting with development of the ICO Group’s strategy for operations and/or
      sales in and to countries in the European and Middle East
      region.  Employee may serve as an officer and/or director of
      additional entities in the ICO Group (“ICO Entities”).  Employee
      agrees to serve in such positions, and to perform diligently and to the best
      of
      Employee’s abilities, the duties and services pertaining to such positions, as
      well as such additional duties and services appropriate to such positions which
      Employee from time to time may be directed to perform by
      Company.  Employee shall report directly to the Chief Executive
      Officer of ICO, Inc. (the “CEO”).

    


    1.2           
      Employee agrees to comply with Company’s policies and procedures, as amended
      from time to time, including, without limitation, Company’s Code of Business
      Ethics, Group Accounting and Finance Policy Manual, and Disclosure Controls
      and
      Procedures Policy.

    


    1.3           
      Employee shall, during the Employment Period, devote Employee’s full business
      time, energy, and best efforts to the business and affairs of the ICO Group,
      and
      Employee may not engage, directly or indirectly, in any other business,
      investment, or activity that interferes with Employee’s performance of
      Employee’s duties hereunder, is contrary to the interests of the ICO Entities,
      or requires any significant portion of Employee’s business time. Employee
      acknowledges and agrees that Employee owes a fiduciary duty of loyalty,
      fidelity, and allegiance to act at all times in the best interests of the ICO
      Group, and to do no act which would, directly or indirectly, injure any ICO
      Entity’s business, interests, or reputation.

    


    1.4           
      Upon termination of Employee’s employment for any reason, Employee shall be
      deemed without further action by Company or Employee to have resigned from
      any
      and all positions as an officer and director of any ICO Entity that he may
      hold.

    


    ARTICLE
      2: COMPENSATION AND BENEFITS:

    


    2.1           
      During the Employment Period, Employee shall receive a base salary ("Base
      Salary"), paid pro-rata in twelve monthly installments (“Monthly
      Payments”).

    


    a)            
      As of the Effective Date, Employee’s Base Salary rate is AUD $286,001.00 payable
      in Australian Dollars.


    
      
        
          


           

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    b)            
      For administrative purposes, and for no other reason, Employee’s pro-rata Base
      Salary shall be paid from the Company’s Australian affiliate, on the Australian
      affiliate’s regular pay schedule (or such other pay schedule as agreed to by the
      parties).  .

    


    


    2.2           In
      addition to Employee’s Base Salary, an annual contribution equal to 9% of
      Employee’s Base Salary shall be contributed on Employee’s behalf to a
      superannuation (retirement) fund.

    


    2.3           
      Company will reimburse up to U.S. $600.00 per month toward the actual cost
      of
      health and dental insurance premiums for such insurance that Employee purchases
      for himself and his family, and up to U.S. $80.00 per month toward the cost
      of
      life and disability insurance premiums for such insurance that Employee
      purchases for himself and his family. In the event that Employee and his
      dependant family members do in fact participate in the health or dental plans
      of
      any ICO’s Australian subsidiary, Employee shall no longer be entitled to the
      payments referenced in this paragraph.

    


    2.4           
      Employee shall be entitled to participate in cash bonus plans established by
      the
      Company at it sole discretion.

    


    2.5           
      Employee may be awarded stock options or restricted share grants at Company’s
      sole discretion, subject to the terms and conditions of the ICO Group’s stock
      option and restricted share plans.

    


    2.6           
      As of the Effective Date Employee is entitled to the additional benefits
      described below, on account of Employee’s travel, and part-time residence away
      from his family.  Changes to the benefits (as compared with Employee’s
      Prior Agreement) are also noted.

    


    
      	
               

            	
              (a)

            	
              Employee
                shall have the use of a Company’s corporate apartment in Europe, with
                substantial travel required.  Employee may make periodic trips
                for personal reasons to New Zealand and Australia, and shall continue
                to
                perform responsibilities from those regions (except during vacation
                time).
                

            


    

    


    
      	
               

            	
              (b)

            	
              Company
                shall pay the full refund of reasonable expenses for Employee (or
                on
                occasion family members), for travel roundtrip between Europe and
                New
                Zealand or Australia periodically during the Term, not to exceed
                a maximum
                of 10 such round-trips flights per year, and not to exceed U.S. $24,000.00
                for the cost of such round-trip air travel, unless otherwise expressly
                agreed by the CEO. 

            


    

    


    
      	
               

            	
              (c)

            	
              The
                Company shall have no tax equalization obligations to Employee.
                

            


    

    


    2.7           
      During the Employment Period, Company shall pay or reimburse Employee for all
      actual, reasonable, and customary expenses incurred by Employee in the course
      of
      his employment in accordance with Company’s policies and procedures for business
      expense reimbursement in effect at the time.

    


    2.8           
      During the Employment Period, Employee shall be entitled to four weeks of
      vacation, fully paid, per calendar year. There shall be no carryover of unused
      vacation from year-to-year. Furthermore, in the event of termination of
      employment for any reason, there shall be no payment for unused vacation.

    


    2.9           
      Company may withhold from any compensation, benefits, or amounts payable under
      this Agreement all federal, state, city, or other taxes as may be required
      pursuant to any law or governmental regulation or ruling.


    
      
        
          


           

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    ARTICLE
      3: TERMINATION OF EMPLOYMENT AND

    EFFECTS
      OF SUCH TERMINATION

    


    3.1           
      The Employment Period shall continue through September 30, 2012. Employee’s
      employment may be terminated prior to the expiration of the Employment Period
      pursuant to this Article 3.

    


    3.2           
      Employee’s employment may be terminated during the Employment Period by reason
      of the following circumstances:

    


    
      	
               

            	
              (a)

            	
              Death
                of
                Employee. 

            


    

    


    
      	
               

            	
              (b)

            	
              Permanent
                Disability.  “Permanent Disability” shall mean Employee’s
                physical or mental incapacity to perform all of his usual duties,
                with
                such condition likely to remain continuous and permanent as determined
                by
                the Compensation Committee of the Board of Directors of ICO, Inc.
                (the
                “Committee”). The decisions as to whether and as of what date Employee has
                become permanently disabled are delegated to the Committee for
                determination, and any dispute of Employee with any such decision
                shall be
                limited to whether the Committee reached such decision in good faith.
                

            


    

    


    
      	
               

            	
              (c)

            	
              Voluntary
                Termination.  “Voluntary Termination” shall mean a
                termination of employment at the election of Employee (including
                Employee’s resignation to take a position with another company or pursue
                alternative business or personal opportunities).  Employee will
                provide Company with sixty (60) days advance written notice of his
                intent
                to terminate his employment voluntarily.  Employee shall
                continue to remain an employee of Company through the eight-week
                notice
                period and will perform his normal business duties, or such duties,
                if
                any, assigned to him by Company during the notice
                period.  Notwithstanding the foregoing, Company may, at its
                option, waive Employee’s obligation to remain an employee during all or
                any portion of the eight week notice period, in which case Employee’s
                employment shall terminate immediately.


            


    

    


    
      	
               

            	
              (d)

            	
              Termination
                by Company
                for Cause.  “Termination for Cause” shall mean a
                termination of employment immediately upon notice to Employee from
                Company
                that an event constituting “Cause” has occurred.  “Cause” is
                defined as: (a) an act of dishonesty or fraud in relation to Company
                or
                any ICO Entity; (b) a knowing and material violation of the ICO Group’s
                Code of Business Ethics or any other written policy of Company or
                applicable to Company’s operations; (c) a knowing and material violation
                of an applicable law, rule, or regulation that exposes Company to
                damages
                or liability (other than for reasonable business purposes); (d) a
                material
                breach of fiduciary duty; or (e) conviction of a felony.
                

            


    

    


    
      	
               

            	
              (e)

            	
              Termination
                by Company
                Without Cause:  “Termination Without Cause” is
                termination of Employee by Company under circumstances other than
                those
                described above.  Company may terminate Employee’s employment at
                any time, without cause, with immediate effect.


            


    

    


    3.3           
      Upon the termination of Employee’s employment as a result of the circumstances
      described in Sections 3.2(a) through (d) above, all future compensation to
      which
      Employee would otherwise be entitled and all future benefits for which Employee
      is eligible shall cease and terminate as of the Termination Date, except as
      specifically provided in this Article 3.


    
      
        
          


           

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    3.4           
      Notwithstanding anything contained in this Article 3, in the event that
      Employee’s employment terminates as a result of Employee’s death or permanent
      disability resulting from any accident or incident beyond Employee’s control
      that occurs while Employee is traveling on Company business or is in the course
      and scope of employment (excluding any accident or incident occurring when
      Employee is traveling within 100 kilometers of Employee’s normal place of
      business or to or from his normal place of business and
      residence),  the preceding paragraph shall not apply, and instead
      Employee (or his Estate, as the case may be) shall be entitled to receive
      payment as if he was terminated by Company Without Cause, calculated in
      accordance with the provisions of Sections 3.5 below.

    


    3.5           
      In the event that Employee is terminated by Company without Cause, Employee
      shall be entitled a “Termination Payment,” consisting of the following:

    


    
      	
               

            	
              (i)

            	
              pro
                rata Base Salary through the Termination Date


            


    

    
      	
               

            	
              (ii)

            	
              in
                the event that the prior fiscal year’s annual incentive cash bonus, if
                any, has been earned and declared to Employee (pursuant to section
                3.8(a)
                below), but not yet paid, such annual incentive cash bonus for the
                prior
                fiscal year; and 

            


    

    
      	
               

            	
              (iii)

            	
              an
                additional “Enhanced Severance Payment,” defined as a sum equal to nine
                months Base Salary (i.e. 75% of Employee’s current annual Base Salary).
                

            


    

    


    3.6           
      In addition to the benefits described above, in the event of termination for
      any
      reason (but excluding Termination for Cause and Voluntary Termination), Employee
      shall be entitled to reimbursement of verified expenses incurred for personal
      transportation to a foreign location of Employee’s choice, the sum of which
      shall not exceed U.S. $3,000.

    


    3.7           
      Termination of the employment relationship does not terminate those obligations
      imposed by this Agreement which are continuing obligations, including Employee’s
      obligations under Article 4.

    


    
      	
              3.8

            	
              Entitlement
                to Cash Bonus Payments upon Termination:


            


    

    


    
      	
               

            	
              (a)

            	
              A
                cash bonus payment, including an ELT incentive cash bonus, shall
                not be
                deemed earned unless it has been expressly approved by resolution
                of the
                Board of Directors of ICO, Inc. or the Compensation Committee thereof.
                

            


    

    


    
      	
               

            	
              (b)

            	
              For
                the avoidance of doubt, it is hereby noted that except in the
                circumstances described in section 3.5 above, in the event of termination
                of employment for any reason, Employee shall not be entitled to payment
                of
                all or any pro-rata portion of any cash bonus under an ELT incentive
                plan
                or pursuant to any other agreement, arrangement, or plan.
                

            


    

    


    


    


    ARTICLE
      4:

    OWNERSHIP
      AND PROTECTION OF INTELLECTUAL PROPERTY

    AND
      CONFIDENTIAL INFORMATION;

    NON-COMPETITION
      AGREEMENT:

    


    4.1           
      All information, ideas, concepts, improvements, discoveries, and inventions,
      whether patentable or not, which are conceived, made, developed or acquired
      by
      Employee, individually or in conjunction with others, during Employee’s
      employment with the ICO Group which relate to the business, products or services
      of the ICO Group (including, without limitation, all such information relating
      to corporate opportunities, confidential financial information, research and
      development activities, sales data, pricing and trading terms, evaluations,
      opinions, interpretations, acquisition prospects, the identity of customers
      or
      potential customers and their requirements, the identity of key contacts within
      the customers’


    
      
        
          


           

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    organizations
      or within the organizations of acquisition prospects, marketing and
      merchandising techniques, prospective names, and marks), and all writings or
      material of any type embodying any of such items, shall be the sole and
      exclusive property of the Company or the ICO Entities, as the case may
      be.

    


    4.2           
      Employee acknowledges that the businesses of the ICO Entities are highly
      competitive and that their strategies, methods, books, records, and documents,
      their technical information concerning their products, equipment, services,
      and
      processes, procurement procedures and pricing techniques, the names of and
      other
      information (such as credit and financial data) concerning their customers
      and
      business affiliates (including but not limited to the products and/or services
      marketed, advertised, and/or sold to customers and prospective customers, and
      the prices charged or quoted to them for such products and/or services, and
      the
      business activities, needs, and requirements for products and/or services of
      such customers or prospective customers) all comprise confidential business
      information and trade secrets which are valuable, special, and unique assets
      which the ICO Entities use in their business to obtain a competitive advantage
      over their competitors. Employee further acknowledges that protection of such
      confidential business information and trade secrets against unauthorized
      disclosure and use is of critical importance to the ICO Entities in maintaining
      their competitive position. Employee hereby agrees that Employee will not,
      at
      any time during or after the Employment Period, make any unauthorized disclosure
      of any confidential business information or trade secrets of any ICO Entity,
      or
      make any use thereof, except in the carrying out of his employment
      responsibilities hereunder. Confidential business information shall not include
      information in the public domain (but only if the same becomes part of the
      public domain through a means other than a disclosure prohibited hereunder).
      The
      above notwithstanding a disclosure shall not be unauthorized if (i) it is
      required by law or by a court of competent jurisdiction or (ii) it is in
      connection with any judicial arbitration, dispute resolution or other legal
      proceeding in which Employee’s legal rights and obligations as an Employee or
      under this Agreement are at issue; provided, however, that Employee shall,
      to
      the extent practicable and lawful in any such events, give prior notice to
      Company of his intent to disclose any such confidential business information
      in
      such context so as to allow Company or the applicable ICO Entity an opportunity
      (which Employee will cooperate with and will not oppose) to obtain such
      protective orders or similar relief with respect thereto as may be deemed
      appropriate.

    


    4.3           
      All written materials, records, and other documents made by, or coming into
      the
      possession of, Employee during the Employment Period which contain or disclose
      confidential business information or trade secrets of the ICO Entities shall
      be
      and remain the property of the ICO Entities. Upon the termination of Employee’s
      employment with Company for any reason, Employee promptly shall deliver the
      same
      and all copies thereof to Company.

    


    4.4           
      To enable Employee to perform the duties contemplated by this Agreement, Company
      promises that it will disclose confidential information, including confidential
      business information and trade secrets of the nature described or referenced
      in
      Sections 4.1 – 4.3 above, during the Employment Period and before termination of
      the employment relationship established by this Agreement.  In return
      for and ancillary to the promise made by Company to make such disclosure,
      Employee hereby makes a reciprocal promise designed to enforce Company’s
      interest in protecting its confidential information and its
      goodwill.  Accordingly, Employee promises to comply with the
      obligations set forth in Sections 4.1 through 4.3 above, and furthermore,
      Employee agrees that, during Employee’s employment with Company and/or any other
      ICO Entity, and for twelve (12) months following the later of the Termination
      Date, Employee will not, directly or through any other person, firm, or
      corporation, in any country in which any ICO Entity does business:

    


    
      	
               

            	
              (a)

            	
              perform
                services as an employee, officer, director or independent contractor
                for
                any Competing Enterprise (as defined below);


            


    


    
      
        
          


           

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              (b)

            	
              be
                an owner, shareholder (except for the ownership by Employee of less
                than
                Five Percent (5%) of the equity securities of any publicly-traded
                company), agent, or partner of, or serve in an executive position
                with,
                any Competing Enterprise; 

            


    

    


    
      	
               

            	
              (c)

            	
              call
                on or otherwise communicate with any current or prior customer of
                any ICO
                Entity, including any respective successors and assigns, for the
                purpose
                of soliciting business for a Competing Enterprise or for someone
                other
                than the ICO Entities; or 

            


    

    


    
      	
               

            	
              (d)

            	
              do
                anything to interfere with the normal operation of the businesses
                of any
                ICO Entity, including, without limitation, make any effort personally
                or
                through others to recruit, hire, or solicit any employee or independent
                contractor of an ICO Entity to leave such ICO Entity, or to interfere
                in
                any way with any ICO Entity’s relationships with its customers or
                suppliers. 

            


    

    


    For
      purposes of this Section, the term “Competing Enterprise” shall mean: any person
      or any business organization of whatever form, excluding Company and/or any
      other ICO Entity, engaged directly or indirectly in any business or enterprise
      whose business activities specifically relate to or involve: (i) grinding,
      processing, blending, and/or compounding of polymer products  for (a)
      the rotational molding industry, or (b) any other industry that any ICO Entity
      (including without limitation subsidiaries of ICO Europe B.V.) specifically
      services or sells to; or (ii) the production of concentrates or compounds or
      other processing services related to polymer products as conducted by Bayshore
      Industrial, Inc. or any other ICO Entities.

    


    


    ARTICLE
      5: MISCELLANEOUS:

    


    5.1           
      For purposes of this Agreement, notices and all other communications provided
      for herein shall be in writing and shall be deemed to have been duly given
      when
      received by or tendered to Employee or Company, as applicable, by pre-paid
      courier or by United States registered or certified mail, return receipt
      requested, postage prepaid, addressed as follows:

    


    If
      to
      Company                                                                           
If to Employee, to his Company email address,

                   
      1811 Bering Drive, Suite
      200                                                    or
      alternatively to his last known address

    Houston,
      Texas 77057

    With
      a copy to the CEO’s email

    


    The
      Delivery Date shall be conclusively determined to be the date when the
      referenced email was received on Company’s email server regardless of the date
      when such email was opened by Employee or the CEO.

    


    5.2           
      This Agreement shall be governed by and construed and enforced, in all respects
      in accordance with the law of the State of Texas, U.S.A., without regard to
      principles of conflicts of law.

    


    5.3           
      No failure by either party hereto at any time to give notice of any breach
      by
      the other party of, or to require compliance with, any condition or provision
      of
      this Agreement shall be deemed a waiver of similar or dissimilar provisions
      or
      conditions at the same or at any prior or subsequent time.

    


    5.4           
      It is a desire and intent of the parties that the terms, provisions, covenants,
      and remedies contained in this Agreement shall be enforceable to the fullest
      extent permitted by law. If any such term, provision, covenant, or remedy of
      this Agreement or the application thereof to any person, association, or entity
      or circumstances shall, to any extent, be construed to be invalid or
      unenforceable in whole or in part, then such term, provision, covenant, or
      remedy shall be construed in a manner so as to permit its


    
      
        
          


           

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    enforceability
      under the applicable law to the fullest extent permitted by law.  In
      any case, the remaining provisions of this Agreement or the application thereof
      to any person, association, or entity or circumstances other than those to
      which
      they have been held invalid or unenforceable, shall remain in full force and
      effect.

    


    5.5           
      This Agreement shall be binding upon and inure to the benefit of Company, to
      the
      extent herein provided, Company and any other person, association, or entity
      which may hereafter acquire or succeed to all or substantially all of the
      business or assets of Company by any means whether direct or indirect, by
      purchase, merger, consolidation, or otherwise. Employee’s rights and obligations
      under this Agreement are personal and such rights, benefits, and obligations
      of
      Employee shall not be voluntarily or involuntarily assigned, alienated, or
      transferred, whether by operation of law or otherwise, without the prior written
      consent of Company.

    


    5.6           
      This Agreement replaces and extinguishes any previous agreements and discussions
      pertaining to the subject matter covered herein. This Agreement constitutes
      the
      entire agreement of the parties with regard to the terms of Employee’s
      employment, termination of employment and severance benefits, and contains
      all
      of the covenants, promises, representations, warranties, and agreements between
      the parties with respect to such matters.  Each party to this
      Agreement acknowledges that no representation, inducement, promise, or
      agreement, oral or written, has been made by either party with respect to the
      foregoing matters which is not embodied herein, and that no agreement,
      statement, or promise relating to the employment of Employee by Company that
      is
      not contained in this Agreement shall be valid or binding, except as set forth
      in any applicable Employee benefit plan.  It is understood that, by
      signing below, Employee acknowledges that this Agreement supersedes any
      agreements or understandings regarding the subject matter covered herein made
      prior to Employee signing this document.  Any modification of this
      Agreement will be effective only if it is in writing and signed by each party
      whose rights hereunder are affected thereby, provided that any such modification
      must be authorized or approved by the Board of Directors or its delegate, as
      appropriate.


    
      
        
          


           

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

    


    ICO
      Technology, Inc.

    


    
      	 	
              /s/
                A. John Knapp, Jr.

            
	
              By:

            	
              A.
                John Knapp, Jr.

            
	
              Title:

            	
              President
                and CEO

            
	 	 
	
              Date:

            	
              December
                20, 2007

            


    

    


    
      	
              Employee

            
	 
	
              /s/
                Derek R. Bristow

            
	
              Derek
                R. Bristow

            
	 
	
              Date:

            	
              December
                20, 2007

            


    

    


    



    
      
        
          


           

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    EXHIBIT
      A

    


    


    The
      ICO
      Entities (as defined in Section 1.4) are listed below, with country of
      incorporation and state (if U.S.) indicated.

    


    


    Bayshore
      Industrial GP, L.L.C. – USA, DE

    Bayshore
      Industrial LP, L.L.C. – USA, DE

    Bayshore
      Industrial, L.P. – USA, TX

    Bayshore
      RE Holdings, Inc. – USA, DE

    China
      RE
      Holdings, Inc. – USA, DE

    Courtenay
      Polymers Pty Ltd. - Australia

    Fabri-Moulds
      Ltd. - UK

    ICO
      Europe B.V. – The Netherlands

    ICO
      Global Services, Inc. – USA, DE

    ICO
      Holdings Australia Pty Ltd. - Australia

    ICO
      Holdings New Zealand Limited  – New Zealand

    ICO
      Holland B.V. – The Netherlands

    ICO
      Minerals, Inc. – USA, DE

    ICO
      Polymers Cayman Islands – Cayman Islands

    ICO
      P&O, Inc. – USA, DE

    ICO
      Petrochemical Cayman Islands – Cayman Islands

    ICO
      Polymers do Brasil Ltda. - Brazil

    ICO
      Polymers France S.A.S. - France

    ICO
      Polymers Hellas Ltd. - Greece

    ICO
      Polymers Italy S.r.l. - Italy

    ICO
      Polymers North America, Inc. – USA, NJ

    ICO
      Polymers, Inc. – USA, DE

    ICO
      Polymers Middle East LLC – Dubai, UAE

    ICO
      Scandinavia AB - Sweden

    ICO
      Technology, Inc. – USA, DE

    ICO
      UK
      Limited - UK

    ICO
      Worldwide, L.P. – USA, TX

    ICO
      Worldwide (UK), Ltd. - UK

    Innovation
      Company, S.A. de C.V. - Mexico

    J.R.
      Courtenay (N.Z.) Ltd. – New Zealand

    J.R.
      Courtenay Sdn Bhd - Malaysia

    Rotec
      Chemicals, Ltd. - UK

    Lomic
      SCI
      - France

    Soreco
      SAS - France

    Swavasey
      Colours Ltd. - UK

    Tecron
      Industries Ltd. - UK

    Wedco
      Minerais Ltda. - Brazil

    Wedco
      Petrochemical, Inc. – USA, DE

    Wedco
      Technology U.K. Ltd. - UK

    Wedco
      Technology, Inc. – USA, NJ

    Worldwide
      GP, L.L.C. – USA, DE

    Worldwide
      LP, L.L.C. – USA, DE

    


    


    


    Page 9 of 9

    Initials   AJK
      / DRB  .