exhibit10-2.htm

 

    
      

    

    


    
      	
              ICO,
      Inc.

               FY
      2010 Annual Incentive Bonus Plan Matrix- CFO

            
	
               

              This
      page constitutes the FY 2010 Annual Incentive Bonus Plan for Bradley T.
      Leuschner, Chief Financial Officer.

            
	 
      	 
      	 
      
	 
      	 
      	
              Pay-out
      as a percentage of base salary

            
	
              Measurement

            	
              Weighting

            	
              0%

            	
              30%

            	
              60%

            
	
              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, excluding merger related costs,
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 2010).  If ICO, Inc. ceases
to be an independent Company during the year, the computation of ROE will
include only the period of time that ICO, Inc. was
independent.

     

    Cash
Flow from Operations – Cash flow from operating activities (on a
consolidated basis) 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 (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 times three, the third quarter cash
flow times two and the fourth quarter cash flow times 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%, 30% or 60% 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 result 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

     

    For the
purpose of this paragraph termination for “Cause” and “Good Reason” have the
meanings ascribed to those terms in the ICO, Inc. Change in Control Severance
Plan and the CFO’s Participation Agreement in relation thereto.  The
CFO will not be entitled to a bonus under this Plan, or otherwise with respect
to FY 2010, if, prior to October 1, 2010, (a) he resigns from employment with
the Company (except in the case of resignation or termination for Good Reason),
or (b) he is terminated from employment for “Cause.” If the CFO is terminated
without cause, a pro rata bonus will be paid to him following the conclusion of
fiscal year 2010, in no event later than December 15, 2010.

     

    


    *Indicates
redacted.