exhibit10-1.htm

 

    
      

    



    


    
      	
              ICO,
      Inc.

               FY
      2010 Annual Incentive Bonus Plan Matrix- Business Unit
      Presidents

            
	
              These four
      pages constitute the FY 2010 Annual Incentive Bonus Plans for the
      following three 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 and Asia Pacific.

            
	 
    	 
    	 
    
	 
    	 
    	
              Pay-out
      as a percentage of base salary

            
	
              Measurement

            	
              Weighting

            	
              0%

            	
              50%

            	
              100%

            
	
              Operating
      Income

            	
              20%

            	
              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

            	
              10%

            	
              See Cash Flow
      Targets attached

            	
              See Cash Flow
      Targets attached

            	
              See Cash Flow
      Targets attached

            
	
               

              ICO,
      Inc. Consolidated ROE

            	
              25%

            	
              *

            	
              *

            	
              *

            
	
              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 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.

     

    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, 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.

     

    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 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 Business Unit President’s Participation Agreement in relation
thereto.  A Business Unit President 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 a Business Unit President 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.

     


    
      
        
           

        

         


      

      
         


        
          

        

      

      
         


      

    


    


    


    ICO,
Inc.

    FY
2010 Annual Incentive Bonus Plan Matrix- Business Unit Presidents

    FY
2010 Operating Income Targets

    


    
      	 
      	 
      	 
      	 
      
	 
      	
              Pay-out
      as a percentage of base salary

            
	
              Business
      Unit

            	
              0%

            	
              50%

            	
              100%

            
	
               

              IPNA

            	
              *

            	
              *

            	
              *

            
	
               

              Bayshore

            	
              *

            	
              *

            	
              *

            
	
               

              Europe/Asia
      Pacific

            	
              *

            	
              *

            	
              *

            


    

    


    


    


    


    


    


    *Indicated
redacted.


    
      
        
           

        

         


      

      
         


        
          

        

      

      
         


      

    


    


    ICO,
Inc.

    FY
2010 Annual Incentive Bonus Plan Matrix- Business Unit Presidents

    FY
2010 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

            	
              *

            	
              *

            	
              *

            


    

    


    


    


    


    


    


    *Indicated
redacted.


    
      
        
           

        

         


      

      
         


        
          

        

      

      
         


      

    


    


    ICO,
Inc.

    FY
2010 Annual Incentive Bonus Plan Matrix- Business Unit Presidents

    FY
2010 ROIC Targets

    


    
      	 
      	 
      	 
      	 
      
	 
      	
              Pay-out
      as a percentage of base salary

            
	
              Business
      Unit

            	
              0%

            	
              50%

            	
              100%

            
	
               

              IPNA

            	
              *

            	
              *

            	
              *

            
	
               

              Bayshore

            	
              *

            	
              *

            	
              *

            
	
               

              Europe/Asia
      Pacific

            	
              *

            	
              *

            	
              *

            


    

    


    
      	
              Approximate
      ROE achieved at ROIC Targets above

            	
              *

            	
              *

            	
              *

            


    

    


    


    


    


    


    *Indicates
redacted.