exhibit10-3.htm


    
      
 


    FIRST
AMENDMENT TO EMPLOYMENT AGREEMENT

     

    This
First Amendment to Employment Agreement (“First Amendment”) is entered into by
and between ICO Technology, Inc. (“Company”) and Derek R. Bristow (“Employee”),
on January 20, 2009, to be effective as of January 1, 2009 (the “Effective
Date”).

     

    WHEREAS,
effective January 1, 2008, Employee and Company entered into an Employment
Agreement (the “Employment Agreement”); and

     

    WHEREAS,
the parties desire to amend certain terms of the Employment Agreement, pursuant
to this First Amendment.

     

    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 have the meaning
ascribed to such terms in the Employment Agreement.

     

    2.           Clause
2.1 in the Employment Agreement is deleted and replaced with the following, to
be effective as of the Effective Date:

     

    2.1           During
the Employment Period, Employee shall receive a base salary ("Base Salary"),
paid pro-rata in twelve monthly installments.  As of the Effective
Date, Employee’s Base Salary rate is U.S. Dollars (USD) 250,008 per year, in
monthly installments (“Monthly Installments”) of USD 20,834 (the “Monthly
Installment Amount”), payable monthly as
follows:

     

    a)           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 which is approximately mid-month for any given
month.

     

    b)           The
Monthly Instalments shall be paid in Australian Dollars (AUD), with the currency
conversion from USD to AUD on the Monthly Instalment Amount re-calculated each
month as follows: (i) on the first day of each calendar month, the Monthly
Instalment Amount of USD 20,834 shall be converted to AUD using the U.S.
government published exchange rate (i.e. the Federal Reserve published exchange
rate), and the amount so converted, subject to clause (c) below (the “AUD
Monthly Payment Amount”) shall be paid in AUD on the Company’s Australian
affiliate’s next regular monthly pay date.

     

    c)           Notwithstanding
the applicable exchange rate calculated pursuant to clause (b) above, in no
event shall the monthly conversion (AUD/USD) be a number lower than 0.50 or
greater than 0.90.  Therefore, if the applicable exchange rate is a
number lower than 0.50, then an exchange rate of 0.50 shall apply (in which case
the AUD Monthly Payment Amount would be AUD 41,666); and if the applicable
exchange rate is a number higher than 0.90, then an exchange rate of 0.90 shall
apply (in which case the AUD Monthly Payment Amount would be AUD
23,148).


    
      
        
           

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    3.           Except
as amended pursuant to this First Amendment, the Employment Agreement remains in
full force and effect as executed.

     

    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

                
	 
      
	
                  Employee

                
	 
      
	
                  /s/
      Derek R. Bristow

                
	
                  Derek
      R. Bristow

                


        

      

    

     

     

     

     

     


    
      
        
           

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