exhibit10-1.htm


    
      

    


    Summary
Information

    Employee:  ___________________

    Location:  ____________________

    Date of
Grant:  ________________

    Plan:  ICO,
Inc. 2007 Equity Incentive Plan (formerly the 1998 Plan)

    Total No.
Shares subject to grant:  _________

    Vesting:
___________ Shares vest on ___________________

    FMV per
Share on Date of Grant: $________

    


    ICO,
INC.

    2007
EQUITY INCENTIVE PLAN

    


    RESTRICTED
STOCK AGREEMENT

    (Time
Vesting)

    


    THIS RESTRICTED STOCK
AGREEMENT (“Agreement”) is made as of the ___
day of __________
2008 (“Date of Grant”), between ICO, Inc., a Texas corporation (the “Company”),
and _________________ (“Employee”).

    


    RECITALS:

    


    The
Company has adopted the ICO Inc. 2007 Equity Incentive Plan (the “Plan”), a copy
of which is attached hereto as Exhibit A, and all of the terms and provisions of
which are incorporated herein by reference and made a part hereof. All
capitalized terms used but not defined in this Agreement have the meanings set
forth in the Plan.

    


    The
Company has determined that it would be in the best interests of the Company and
its shareholders to make the grant of stock provided for herein to the Employee
to recognize the Employee’s value to the Company via the award of a proprietary
interest in the future of the Company.

    


    NOW THEREFORE, in
consideration of the mutual covenants hereinafter set forth, the parties hereto
agree as follows:

    


    
      	
              1.

            	
              Grant of Restricted
      Stock. Subject to the terms of this Agreement, the Company hereby
      grants to the Employee, on the terms and conditions hereinafter set forth,
      an aggregate of __________ shares of Common Stock, no par value per share,
      of the Company (the “Restricted
Stock”).

            


    

    


    2.           Date of Grant and
Vesting.

    


    
      	
               
      

            	
              A.

            	
              Date of
      Grant.  The effective date of the grant of Restricted
      Stock shall be the Date of Grant.

            


    

    


    
      	
               
      

            	
              B.

            	
              Vesting Date.
      One hundred percent (100%) of the shares of Restricted Stock granted to
      the Employee hereunder, subject to the other terms and conditions set
      forth herein, shall vest on ___________________
      (“Vesting Date”).

            


    


    
      
        
           

        

         


      

      
         


        
          

        

      

      
         


      

    


    
      	
               
      

            	
              C.

            	
              Termination of
      Employment. Except as provided in Section 2.D. below, upon any
      termination of employment of the Employee, any shares of Restricted Stock
      that have not vested shall be forfeited to the Company without
      consideration.

            


    

    


    
      	
               
      

            	
              D.

            	
              Termination of
      Employment Due to Death.  In the event that the
      employment of the Employee terminates because of the death of the
      Employee, all shares of Restricted Stock granted to the Employee hereunder
      shall vest immediately upon the date of termination of
      employment.

            


    

    


    
      	
              3.

            	
              Employment of the
      Employee. The Employee acknowledges and agrees that neither the
      issuance of the Restricted Stock to the Employee nor any provision
      contained herein shall entitle the Employee to remain in the employment of
      the Company or its affiliates or affect the right of the Company to
      terminate the Employee’s employment at any
time.

            


    

    


    
      	
              4.

            	
              Restrictions on
      Transfer.  The Employee shall not sell, transfer, assign,
      pledge or otherwise dispose of any interest in any shares of Restricted
      Stock or the Employee’s rights under this Agreement before the Vesting
      Date.  Under no circumstances shall any sale or other transfer
      of any shares of Restricted Stock be valid unless and until the shares
      proposed to be sold or transferred are fully
  vested.

            


    

    


    
      	
              A.  

            	
              Stop-Transfer
      Notices. The Employee agrees that to ensure compliance with the
      restrictions referred to herein, the Company may issue appropriate “stop
      transfer” instructions to its transfer agent, if any, and that, if the
      Company transfers its own securities, it may make appropriate notations
      to the same effect in its own
records.

            


    

    


    
      	
              B.  

            	
              Refusal to
      Transfer. The Company shall not be required (i) to transfer on
      its books any shares of Restricted Stock that have been sold or otherwise
      transferred in violation of any of the provisions of this Agreement or
      (ii) to treat as owner of such shares or to accord the right to vote
      or pay dividends to any purchaser or other transferee to whom such shares
      shall have been so transferred.

            


    

    


    
      	
              5.

            	
              Distributions. The
      Employee shall receive distributions on the Employee’s shares of
      Restricted Stock prior to the date such shares have become vested under
      Section 2 above.

            


    

    


    
      	
              6.

            	
              Notices;
      Deliveries. Any notice or
      delivery required to be given under the terms of this Agreement shall be
      addressed to the Company at its principal office, and any notice or
      delivery to be given to the Employee shall be addressed to the Employee at
      the address given by the Employee beneath the Employee’s signature hereto
      or such other address as either party hereto may hereafter designate in
      writing to the other. Any such notice or delivery shall be deemed to have
      been duly given when addressed as aforesaid, registered or certified mail,
      and deposited (postage or registration or certification fee prepaid) in a
      post office or branch post office regularly maintained by the United
      States.

            


    

    


    
      	
              7.

            	
              Disputes. As a condition
      of the granting of the Restricted Stock hereby, the Employee and the
      Employee’s heirs and successors agree that any dispute or disagreement
      that may arise hereunder shall be determined by the Company’s Board of
      Directors (or, at the Board of Directors’ election, the Committee that
      administers the Plan, if any), in its sole discretion and
      judgment.

            


    


    
      
        
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    8.           Uncertificated
Form.

    


    
      	
               
      

            	
              A.

            	
              The
      shares of Restricted Stock granted hereby shall be issued in
      uncertificated form.  The Restricted Stock will be recorded in
      the name of the Employee on the books and records of the Company’s
      transfer agent (“Book Entry”) and noted as restricted.  Such
      shares may not be transferred or otherwise disposed of without the prior
      consent and authorization of the
Company.

            


    

    


    
      	
               
      

            	
              B.

            	
              Within
      a reasonable time after the vesting restrictions set forth in Section 2
      have lapsed or are removed by the Committee, the Company will either (i)
      cause the applicable Book Entry to be transferred to unrestricted form or
      (ii) deliver to the Employee a certificate representing the Restricted
      Stock, free of any restrictions. The issuance of such certificate or the
      transfer of the applicable Book Entry to unrestricted form shall not
      affect any restrictions upon the transferability of such shares pursuant
      to applicable law or otherwise.

            


    

    


    
      	
              9.

            	
              Restricted Stock Subject to
      Plan. The Restricted Stock granted hereby is subject to the Plan.
      If a conflict exists between any term or provision contained herein and a
      term or provision of the Plan, the applicable terms and provisions of the
      Plan will govern and prevail.

            


    

    


    
      	
              10.

            	
              Miscellaneous.

            


    

    


    
      	
              A.  

            	
              The
      Employee acknowledges that each date on which a portion of the shares of
      Restricted Stock becomes vested may result in the imposition of income
      and/or employment or other taxes on the
  Employee.

            


    

    


    
      	
              B.  

            	
              The
      Employee hereby agrees that (i) the Company may withhold from the Employee
      any payment or consideration to be paid to the Employee by the Company,
      any tax which the Company believes is required to be withheld with respect
      to any benefit under the Plan or this Agreement, or, in lieu thereof, to
      retain, or sell without notice, a sufficient number of shares of stock to
      cover the amount required to be withheld, and to hold as security for the
      amount to be withheld any property otherwise distributable to the Employee
      under the Plan until the amounts required to be withheld have been so
      withheld; and (ii) the Employee will make appropriate arrangements with
      the Company for satisfaction of any applicable federal, state or local
      income tax, withholding requirements or like requirements.  For
      the purpose of this paragraph, the “Company” refers to Employee’s employer
      within the ICO, Inc. family of
Companies.

            


    

    


    
      	
               
      

            	
              C.  
      

            	
              If
      any party to this Agreement so required under this Agreement fails or
      refuses to comply with the provisions of this Agreement, then in addition
      to any other remedies provided by law or this Agreement, the party
      affected thereby may institute and maintain a proceeding to compel the
      specific performance of this Agreement by the party so
      defaulting.

            


    


    
      
        
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              D.  
      

            	
              This
      Agreement shall be binding upon and inure to the benefit of any successor
      or successors of the Company.

            


    

    


    
      	
               
      

            	
              E.  
      

            	
              The
      interpretation, performance and enforcement of this Agreement shall be
      governed by the laws of the State of
Texas.

            


    

    


    
      	
               
      

            	
              F.  
      

            	
              This
      Agreement may be executed in multiple counterparts, each of which shall be
      deemed an original, but all of which collectively shall constitute a
      single instrument.

            


    

    


    
      	
               
      

            	
              G.  
      

            	
              If
      any one or more of the provisions or parts of a provision contained in
      this Agreement shall for any reason be held to be invalid, illegal or
      unenforceable in any respect in any jurisdiction, such invalidity,
      illegality or unenforceability shall not affect any other provision or
      part of a provision of this Agreement or any other jurisdiction, but this
      Agreement shall be reformed and construed in any such jurisdiction as if
      such invalid or illegal or unenforceable provision or part of a provision
      had never been contained herein and such provision or part shall be
      reformed so that it would be valid, legal and enforceable to the maximum
      extent permitted in such
jurisdiction.

            


    

    


    
      	
               
      

            	
              H.  
      

            	
              For U.S. Employees
      Only: Within 30 days after the date of this Agreement, the Employee
      may make an election with the Internal Revenue Service under Section 83(b)
      of the Internal Revenue Code and the regulations promulgated
      thereunder.

            


    

    


    IN WITNESS WHEREOF, the
Company has, as of the date first above written, caused this Agreement to be
executed on its behalf by its authorized officer and the Employee has hereunto
set his or her hand as of the date first above written.

    


    
      	 
      	
              ICO,
      INC.

            
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	
              By:

            	 
      
	 
      	 
      	 
      
	 
      	
              Its:

            	 
      


    

    


    



    
      
        
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    EMPLOYEE SIGNATURE
PAGE

    TO RESTRICTED STOCK
AGREEMENT

    


    


    
      	
              Employee
      Name:

            	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	
              Signature

            	 
      	 
      
	 
      	 
      	 
      
	
              Address:

            	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      


    

    


    



    
      
        
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    EXHIBIT
A

    


    [Attach
ICO, Inc. 2007 Equity Incentive Plan Document]

    


    
 

     

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