exhibit10-2.htm


    
      

    


    Exhibit
10.2

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                        
                                                          
                                                            
                                                              
                                                                
                                                                  
                                                                    
                                                                      
                                                                        
                                                                          
                                                                            
                                                                              
                                                                                
                                                                                  
                                                                                    
                                                                                      
                                                                                        
                                                                                          
                                                                                            
                                                                                              	
                                                                                                      ICO,
      Inc.

                                                                                                       FY
      2009 Annual Incentive Bonus Plan Matrix- Business Unit
      Presidents

                                                                                                    
	
                                                                                                      These four
      pages constitute the FY 2009 Annual Incentive Bonus Plans for the
      following four individuals: (1) Donald Eric Parsons, President – ICO
      Polymers North America (“IPNA”); (2) Stephen E. Barkmann, President –
      Bayshore Industrial (“Bayshore”); (3) Derek R. Bristow – President, ICO
      Europe (“Europe”); and (4) ____________, President – ICO Asia Pacific
      (“Asia Pacific”).

                                                                                                    
	 
    
	 
    	 
      	
                                                                                                      Pay-out
      as a percentage of base salary

                                                                                                    
	
                                                                                                      Measurement

                                                                                                    	
                                                                                                      Weighting

                                                                                                    	
                                                                                                      0%

                                                                                                    	
                                                                                                      50%

                                                                                                    	
                                                                                                      100%

                                                                                                    
	
                                                                                                      Operating
      Income

                                                                                                    	
                                                                                                      15%

                                                                                                    	
                                                                                                      See Operating
      Income Targets attached

                                                                                                    	
                                                                                                      See Operating
      Income Targets attached

                                                                                                    	
                                                                                                      See Operating
      Income Targets attached

                                                                                                    
	
                                                                                                      Business
      Unit ROIC

                                                                                                    	
                                                                                                      15%

                                                                                                    	
                                                                                                      See ROIC
      Targets attached

                                                                                                    	
                                                                                                      See ROIC
      Targets attached

                                                                                                    	
                                                                                                      See ROIC
      Targets attached

                                                                                                    
	
                                                                                                      Business
      Unit Investment turnover

                                                                                                    	
                                                                                                      10%

                                                                                                    	
                                                                                                      *

                                                                                                    	
                                                                                                      *

                                                                                                    	
                                                                                                      *

                                                                                                    
	
                                                                                                      Cash
      Flow from Operations

                                                                                                    	
                                                                                                      20%

                                                                                                    	
                                                                                                      See Cash Flow
      Targets attached

                                                                                                    	
                                                                                                      See Cash Flow
      Targets attached

                                                                                                    	
                                                                                                      See Cash Flow
      Targets attached

                                                                                                    
	
                                                                                                      ICO,
      Inc. Consolidated ROE

                                                                                                    	
                                                                                                      20%

                                                                                                    	
                                                                                                      *

                                                                                                    	
                                                                                                      *

                                                                                                    	
                                                                                                      *

                                                                                                    
	
                                                                                                      Subjective/Qualitative
      Factors

                                                                                                    	
                                                                                                      20%

                                                                                                    	
                                                                                                      As
      recommended by CEO, and determined & approved by the Compensation
      Committee

                                                                                                    	
                                                                                                      As
      recommended by CEO, and determined & approved by the Compensation
      Committee

                                                                                                    	
                                                                                                      As
      recommended by CEO, and determined & approved by the Compensation
      Committee

                                                                                                    


                                                                                            

                                                                                          

                                                                                        

                                                                                      

                                                                                    

                                                                                  

                                                                                

                                                                              

                                                                            

                                                                          

                                                                        

                                                                      

                                                                    

                                                                  

                                                                

                                                              

                                                            

                                                          

                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

    


    Measurement
definitions

     

    Operating
Income - Earnings
before interest and taxes.  [*]

     

    ROIC
- Annual Operating Income dividend by Invested Capital Base.  Invested
Capital Base defined as average total assets minus all intercompany loans
(including intercompany accounts receivables and payables) investment in
affiliates, and goodwill, minus  current liabilities, excluding funded
debt (i.e. interest bearing debt).  The average Invested Capital base
shall be calculated using the previous thirteen points of month-end
data.

     

    Investment
turnover – Trailing twelve months revenue dividend by the average
Invested Capital Base for the previous thirteen month-end
periods.  Note that Investment turnover calculation will include
intercompany revenues, receivables and payables.

     

    Cash Flow
from Operations – Cash flow from operating activities less capital
expenditures excluding: intercompany interest income/expense tax effected and
changes in intercompany payables/receivables.  Cash Flow From
Operations will be computed by taking a weighted average of each quarter’s cash
flow and then calculating the annual cash flow amount as
follows:  Cash flow from operations will be equal to the sum of the
first quarter cash flow times four, the second quarter cash flow by three, the
third quarter cash flow by two and the fourth quarter cash flow by
one.  That sum will then be divided by 2.5.

     

    ROE
– Net income from continuing operations divided by Stockholders’
equity.  For purposes of this calculation, Stockholders’ equity shall
be averaged using the  previous four (4) quarter-end balances, plus
the year-end balance (i.e. the previous year end balance plus the four
quarter-end balances, plus the year-end balance (i.e. the previous year end
balance plus the four quarter-end balances of fiscal year 2009).

     

     

    Computational
Note

     

    For each
measurement the bonus amount payable is calculated as the result achieved for
each measurement (i.e. the 0%, 50% or 100% pay-out) times the weighting and
multiplied by the relevant Business Unit President’s base salary. Results for
each measurement falling between the targeted amounts adjust the pay-out targets
by interpolating the percentage of: (i) the resulted achieved minus the lower
threshold divided by, (ii) the difference between the higher and lower target,
multiplied by (iii) the higher pay-out target percentage.

     

    Additional
Provisions

     

    A
Business Unit President will not be entitled to a bonus under this Plan, or
otherwise with respect to FY 2009, if, prior October 1, 2009, (a) he resigns
from employment with the Company, or (b) he is terminated from employment for
“Cause.” Termination for “Cause” shall mean termination for “Cause” as defined
in the employment agreement (if any) between the Company or its subsidiary and
the Business Unit President, and also shall mean termination of the Business
Unit President as a result of the Business Unit President’s violation of any
provision of the Company’s Code of Business Ethics.

     

     

    Indicates
redacted

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


    ICO,
Inc.

    FY
2009 Annual Incentive Bonus Plan Matrix- Business Unit Presidents

    FY
2009 Operating Income Targets

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      	 
    	
                                                              Pay-out
      as a percentage of base salary

                                                               

                                                            
	
                                                              Business
      Unit

                                                            	
                                                              0%

                                                            	
                                                              50%

                                                            	
                                                              100%

                                                            
	
                                                               

                                                               

                                                               
      IPNA

                                                            	
                                                              *

                                                            	
                                                              *

                                                            	
                                                              *

                                                            
	
                                                               

                                                               

                                                               
      Bayshore

                                                            	
                                                              *

                                                            	
                                                              *

                                                            	
                                                              *

                                                            
	
                                                               

                                                               

                                                               
      Europe

                                                            	
                                                              *

                                                            	
                                                              *

                                                            	
                                                              *

                                                            
	
                                                               

                                                               

                                                               
      Asia Pacific

                                                            	
                                                              *

                                                            	
                                                              *

                                                            	
                                                              *

                                                            


                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

    


    


    


    


    * Indicates redacted
text


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


    ICO,
Inc.

    FY
2009 Annual Incentive Bonus Plan Matrix- Business Unit Presidents

    FY
2009 Cash Flow From Operations

     

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                        
                                                          
                                                            
                                                              	 
    	
                                                                      Pay-out
      as a percentage of base salary

                                                                       

                                                                    
	
                                                                      Business
      Unit

                                                                    	
                                                                      0%

                                                                    	
                                                                      50%

                                                                    	
                                                                      100%

                                                                    
	
                                                                       

                                                                       

                                                                       
      IPNA

                                                                    	
                                                                      *

                                                                    	
                                                                      *

                                                                    	
                                                                      *

                                                                    
	
                                                                       

                                                                       

                                                                       
      Bayshore

                                                                    	
                                                                      *

                                                                    	
                                                                      *

                                                                    	
                                                                      *

                                                                    
	
                                                                       

                                                                       

                                                                       
      Europe

                                                                    	
                                                                      *

                                                                    	
                                                                      *

                                                                    	
                                                                      *

                                                                    
	
                                                                       

                                                                       

                                                                       
      Asia Pacific

                                                                    	
                                                                      *

                                                                    	
                                                                      *

                                                                    	
                                                                      *

                                                                    
	
                                                                       

                                                                       

                                                                       
      Total of above

                                                                    	
                                                                      *

                                                                    	
                                                                      *

                                                                    	
                                                                      *

                                                                    


                                                            

                                                          

                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

    


    


    


    * Indicates redacted text

     

    
 

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

     

    ICO,
Inc.

    FY
2009 Annual Incentive Bonus Plan Matrix- Business Unit Presidents

    FY
2009 ROIC Targets

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                        
                                                          	 
    	
                                                                  Pay-out
      as a percentage of base salary

                                                                   

                                                                
	
                                                                  Business
      Unit

                                                                	
                                                                  0%

                                                                	
                                                                  50%

                                                                	
                                                                  100%

                                                                
	
                                                                   

                                                                   

                                                                   
      IPNA

                                                                	
                                                                  *

                                                                	
                                                                  *

                                                                	
                                                                  *

                                                                
	
                                                                   

                                                                   

                                                                   
      Bayshore

                                                                	
                                                                  *

                                                                	
                                                                  *

                                                                	
                                                                  *

                                                                
	
                                                                   

                                                                   

                                                                   
      Europe

                                                                	
                                                                  *

                                                                	
                                                                  *

                                                                	
                                                                  *

                                                                
	
                                                                   

                                                                   

                                                                   
      Asia Pacific

                                                                	
                                                                  *

                                                                	
                                                                  *

                                                                	
                                                                  *

                                                                


                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

    


    


    


    


    *Indicates redacted text