exh10-1.htm


     
      
        

      

    


    Exhibit
      10.1

     

    FOURTH
      AMENDMENT TO

    THE
      EMPLOYMENT AGREEMENT

    OF
      BRAD LEUSCHNER

    


    This
      Fourth Amendment to the Employment
      Agreement of Brad Leuschner, made this 20th
      of
      December, 2007, is by and between:

    


    ICO,
      Inc., a Texas corporation with offices at 1811 Bering Drive, Suite 200, Houston,
      Texas 77057 (“Employer”); and

    


    Brad
      Leuschner, a Texas resident
      (“Employee”).

    


    WHEREFORE,
      Employee and Employer are
      parties to an Employment Agreement dated February 15, 2001, and amended by
      amendments dated July 31, 2002, October 31, 2002, and April 25, 2007
      (collectively the “Employment Agreement”), and the parties desire to further
      amend the terms of the Employment Agreement as set forth herein.

    


    NOW,
      THEREFORE, the parties agree as
      follows:

    


    1.           
      The following amendment to the Employment Agreement becomes effective January
      11, 2008: Section 1 of the Employment Agreement (which section is entitled
      “Nature and Place
      of
      Employment”) is amended and superseded by the following:

    


    “During
      the Employment Period, Employee shall be engaged as the Financial Officer and
      Treasurer of the Company.  In such position, Employee shall have such
      duties and authority as are reasonably accorded and expected of a Chief
      Financial Officer and Treasurer, consistent with the bylaws of the Company,
      and
      shall have such other duties and authority as shall be reasonably determined
      from time to time by the Company’s Board of Directors.”

    


    2.           
      The following amendment to the Employment Agreement becomes effective January
      1,
      2008: The first sentence in Section 4 of the Employment Agreement (which section
      is entitled “Compensation”) is
      amended and superseded by the following:

    


    “For
      the
      services to be rendered to Company pursuant to this Agreement, Company shall
      pay
      Employee a salary in the amount of Two Hundred and Sixteen Thousand Dollars
      and
      no/100 ($216,000.00) per annum (“Base Salary”), less all required deductions,
      including but not limited to federal withholding, social security, and other
      taxes, which salary shall be payable bi-weekly on the Company’s regular payroll
      schedule.

    



    
      
         

      

      
         

        
          

        

      

      
         

      

    


    3.           
      Effective January 1, 2008, the following provision is added as paragraph 7.d
      of
      the agreement (in the Section entitled “Termination”):

    


     

    “d.           
      Termination following
      a Change of Control:

     

    i.           
      For the purposes of this Employment Agreement, "Change of Control"
      means any of the following events: (i) a merger, share exchange or
      consolidation in which the Company will not be the surviving entity (or survives
      only as a subsidiary of an entity), (ii) the sale or exchange by the
      Company all or substantially all of its assets to any other person or entity,
      (iii) the acquisition of ownership or control (including, without
      limitation, power to vote) by any person or entity, including a "group" as
      contemplated by Section 13(d)(3) of the 1934 Act, of more than 50% of the
      outstanding shares of the Company's voting stock (based upon voting power);
      provided, however,
      that a
      Change of Control will not include (A) any reorganization, merger,
      consolidation, sale, exchange, or similar transaction, which involves solely
      the
      Company and one or more entities wholly-owned, directly or indirectly, by the
      Company immediately prior to such event; or (B) the consummation of any
      transaction or series of integrated transactions immediately following which
      the
      record holders of the voting stock of the Company immediately prior to such
      transaction or series of transactions continue to hold 50% or more of the voting
      stock (based upon voting power) of (1) any entity that owns, directly or
      indirectly, the stock of the Company, (2) any entity with which the Company
      has
      merged, or (3) any entity that owns an entity with which the Company has
      merged.

     

    ii.           
      A “COC Termination” shall be deemed to have occurred if (i) there is a Change of
      Control during the Term (or any mutual extension thereof), and (ii) within
      the
      twelve (12) month period immediately following the Change of Control (but still
      within the Term (or any mutual extension thereof) (A) the Employee’s employment
      terminates for any reason other than the circumstances described in Sections
      7.a, 7.b or 7.c of the Employment Agreement; (B) Employee is required to
      relocate outside the Houston, Texas metropolitan area in order to continue
      his
      employment and elects to resign than relocate; (C) Employee is required to
      commute to a location outside the Houston, Texas metropolitan area and elects
      to
      resign rather than so commute; (D) Employee’s Base Salary is materially reduced
      or any other material benefit of the Employee’s employment is materially reduced
      and Employee elects to resign rather than to continue employment with such
      compensation and benefits; or (E) there is any material diminution of Employee’s
      job description, job role, responsibilities, and/or scope of position and
      Employee elects to resign rather than to continue employment in such
      position.  In the event of a COC Termination, the Company or successor
      in interest shall be obligated to pay employee, within thirty (30) days after
      the date of termination of Employee’s employment (“Termination Date”), and after
      Employee’s execution of a full release of all claims against the Company
      (excluding only claims for benefits and payments to be payable after Termination
      Date under any of the Company’s health or welfare plans, and claims for
      indemnification against third parties pursuant to Article 7 of the Amended
      and

     


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    Restated
      Bylaws of ICO, Inc., as amended October 5, 2001), an “Early Termination Payment”
equal to Employee’ current annual Base Salary.

     

    iii.  For
      the avoidance of doubt, it is noted that in the event that Employee is entitled
      to and receives an Early Termination Payment, he shall not be entitled to an
      additional payment pursuant to Section 7.b of the Employment Agreement.

     

    


    4.           
      All terms and conditions in the Employment Agreement that are not amended or
      supplemented pursuant to paragraphs 1, 2, or 3 above continue to be in full
      force and effect between Employee and ICO, Inc.

    


    AGREED
      AND ACCEPTED:

    


    ICO,
      INC.

    


    
      	
              By:

            	
              /s/
                A. John Knapp, Jr.

            	 	
              /s/
                Brad Leuschner

            
	
              Printed
                Name:

            	
              A.
                John Knapp, Jr.

            	 	
              BRAD
                LEUSCHNER

            
	
              Title:

            	
              President
                and CEO