exhibit10-1.htm


    
      

    


    Exhibit
10.1

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                        
                                                          
                                                            
                                                              
                                                                
                                                                  
                                                                    
                                                                      
                                                                        
                                                                          
                                                                            
                                                                              
                                                                                
                                                                                  
                                                                                    
                                                                                      
                                                                                        
                                                                                          
                                                                                            
                                                                                              
                                                                                                	
                                                                                                        ICO,
      Inc.

                                                                                                         FY
      2009 Annual Incentive Bonus Plan Matrix- CFO

                                                                                                      
	
                                                                                                         

                                                                                                        This page
      constitutes the FY 2009 Annual Incentive Bonus Plan for Bradley T.
      Leuschner, Chief Financial Officer.

                                                                                                      
	 
    
	 
    	 
      	
                                                                                                        Pay-out
      as a percentage of base salary

                                                                                                      
	
                                                                                                        Measurement

                                                                                                      	
                                                                                                        Weighting

                                                                                                      	
                                                                                                        0%

                                                                                                      	
                                                                                                        27%

                                                                                                      	
                                                                                                        54%

                                                                                                      
	
                                                                                                        Corporate
      Expenses (1)

                                                                                                      	
                                                                                                        25%

                                                                                                      	
                                                                                                        *

                                                                                                      	
                                                                                                        *

                                                                                                      	
                                                                                                        *

                                                                                                      
	
                                                                                                        ICO,
      Inc. consolidated ROE

                                                                                                      	
                                                                                                        25%

                                                                                                      	
                                                                                                        *

                                                                                                      	
                                                                                                        *

                                                                                                      	
                                                                                                        *

                                                                                                      
	
                                                                                                        ICO,
      Inc. consolidated

                                                                                                        Cash
      Flow from operations

                                                                                                      	
                                                                                                        25%

                                                                                                      	
                                                                                                        *

                                                                                                      	
                                                                                                        *

                                                                                                      	
                                                                                                        *

                                                                                                      
	
                                                                                                        Subjective/Qualitative
      Factors

                                                                                                      	
                                                                                                        25%

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

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

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

                                                                                                      


                                                                                              

                                                                                            

                                                                                          

                                                                                        

                                                                                      

                                                                                    

                                                                                  

                                                                                

                                                                              

                                                                            

                                                                          

                                                                        

                                                                      

                                                                    

                                                                  

                                                                

                                                              

                                                            

                                                          

                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

     

    Measurement
definitions

     

    (1)
Corporate Expenses- Defined as Corporate general and administrative
expenses.  [*]

     

    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 of fiscal year 2009).

     

    Cash Flow
from Operations – Cash flow from operating activities (on a consolidated
basis) less capital expenditures.  Cash Flow From Operations will be
computed by taking a weighted average of each quarter’s cash flow (on a
consolidated basis) 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

     

    Computational
note

     

    For each
measurement the bonus amount payable is calculated as the result achieved for
each measurement (i.e. the 0%, 27% or 54% pay-out) times the weighting and
multiplied by the CFO’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

     

    The CFO
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” as defined in his employment
agreement.

     

    


     

    *Indicates
redacted text