Exhibit 10-2


    Exhibit
      10.2

    
 

    FIRST
      AMENDMENT TO THE THIRD AMENDED AND RESTATED

    1993
      STOCK OPTION PLAN FOR 

    NON-EMPLOYEE
      DIRECTORS OF ICO, INC.

    


     

    WHEREAS,
      ICO,
      Inc.
      (“ICO”) has heretofore adopted and maintains the Third Amended and Restated 1993
      Stock Option Plan for Non-Employee Directors of ICO, Inc. (the “Plan”) for the
      benefit of the non-employee directors of ICO.

     

    WHEREAS,
      ICO
      desires to amend the Plan;

     

    NOW,
      THEREFORE,
      ICO does
      hereby amend the Plan as follows, effective as of November 18, 2005, provided
      that within 12 months thereafter, this Amendment to the Plan is approved by
      the
      holders of a majority of the shares of ICO’s stock represented at a meeting of
      the shareholders at which a quorum is present:

     

    1. Section
      2(c) of the Plan shall be deleted and the following shall be substituted
      therefor:

     

    “(c) “Date
      of
      Grant” shall mean the date on which an Option is granted to an Eligible Person
      pursuant to Section 4(a) or 4(b) hereof.”

     

    2. Section
      4
      of the Plan shall be deleted and the following shall be substituted
      therefor:

     

    4. Grant
      of Options.

     

    
      	 	
              (a)

            	
              Automatic
                Grants.

            


    

     

    
      	 	
              (i)

            	
              Unless
                otherwise provided by the Committee, Options shall automatically
                be
                granted to Eligible Persons as provided in this
                Section 4(a).

            


    

     

    
      	 	
              (ii)

            	
              The
                Options automatically granted to Directors under this Section 4(a)
                shall
                be in addition to regular Director’s fees or other benefits with respect
                to the Director’s position with the Company or its subsidiaries.
                

            


    

     

    
      	 	
              (iii)

            	
              Options
                granted under this Section 4(a) shall be automatically granted as
                follows:
                

            


    

     

    
      	 	
              (A)

            	
              each
                Director who is an Eligible Person on the first business day after
                the
                date of the 1999 Annual Meeting of Shareholders of the Company, on
                that
                date shall automatically receive an Option for FIVE THOUSAND (5,000)
                Shares, such date being the Date of Grant of such Option;
                

            


    

     

    
      	 	
              (B)

            	
              each
                Director who is an Eligible Person on the first business day after
                the
                date of each subsequent Annual Meeting of Shareholders of the Company,
                commencing with the Annual Meeting of Shareholders held in 2000,
                on that
                date shall automatically receive an Option for FIVE THOUSAND (5,000)
                Shares, such date being the Date of Grant of such Option; and
                

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (C)

            	
              each
                Eligible Person who is elected a Director by the Company’s Shareholders or
                the Board of Directors (not previously being a Director) on a date
                other
                than the date of the Annual Meeting of Shareholders of the Company
                shall
                be granted an Option for FIVE THOUSAND (5,000) Shares on the date
                of such
                Eligible Person’s election as a Director, such date being the Date of
                Grant for such Option. 

            


    

     

    
      	 	
              (iv)

            	
              Any
                Option that may be granted pursuant to this Section 4(a) shall vest
                and
                may be exercised six months and one day after the Date of
                Grant.”

            


    

     

    
      	 	
              (b)

            	
              Discretionary
                Grants. The Committee, in its discretion, may from time to time grant
                Options to one or more Eligible Persons on such terms and conditions
                as
                determined by the Committee on or after the Date of Grant, including
                but
                not limited to provisions regarding vesting and exercise. Options
                may be
                granted to the same Eligible Person on more than one occasion. Options
                granted under this Section 4(b) may be granted to an Eligible Person
                even
                if the Eligible Person receives an automatic grant of Options under
                Section 4(a). 

            


    

     

    
      	 	
              (c)

            	
              Option
                Agreement. Each Option shall be evidenced by an option agreement
                (an
                “Option Agreement”) and shall contain such terms that are not inconsistent
                with the Plan or any applicable law. Any person who files with the
                Board,
                in a form satisfactory to the Board, a written waiver of eligibility
                to
                receive any Option under this Plan shall not be eligible to receive
                any
                Option under the Plan for the duration of such waiver.
                

            


    

     

    
      	 	
              (d)

            	
              Director
                Rights. Neither the Plan nor any Option granted under the Plan shall
                confer upon any person any right to continue to serve as a Director.”
                

            


    

     

    3. Section
      5
      of the Plan shall be deleted and the following shall be substituted
      therefor:

     

    5.  Option
      Price.

     

    The
      option price per Share of any automatic grant of Options under Section 4(a)
      shall be one hundred percent (100%) of the Fair Market Value per Share on the
      Date of Grant. The option price per Share of any discretionary grant of Options
      under Section 4(b) shall be not less than one hundred percent (100%) of the
      Fair
      Market Value per Share on the Date of Grant.

     

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    


     

    4. Section
      7
      of the Plan shall be deleted and the following shall be substituted
      therefore:

     

    7.  Termination
      of Option Period.

     

    (a) Termination
      of Options granted under Section 4(a).
      The
      unexercised portion of any automatic grant of Options under Section 4(a) shall
      automatically and without notice terminate and become null and void at the
      time
      of the earliest to occur of the following: 

     

    (i) thirty
      (30) days after the date that an Optionee ceases to be a Director regardless
      of
      the reason therefor other than as a result of such termination by death of
      the
      Optionee; 

     

    (ii)
       one
      year
      after the date that an Optionee ceases to be a Director by reason of death
      of
      the Optionee, or six months after the Optionee shall die if that shall occur
      during the thirty-day period described in Subsection 7(i); or 

     

    (iii) the
      tenth
      (10th) anniversary of the Date of Grant of the Option.

     

    (b) Termination
      of Options granted under Section 4(b).
      The
      unexercised portion of any discretionary grant of Options under Section 4(b)
      shall automatically and without notice terminate and become null and void at
      the
      time of the earliest to occur of the following: 

     

    (i) the
      termination date specified in the Option Agreement; however, if no termination
      date is specified in the Option Agreement, the earlier of (A) thirty (30) days
      after the date that an Optionee ceases to be a Director regardless of the reason
      therefor other than as a result of such termination by death of the Optionee,
      or
      (B) one year after the date that an Optionee ceases to be a Director by reason
      of death of the Optionee; or 

     

    (ii)
      the
      tenth
      (10th) anniversary of the Date of Grant of the Option.

     

    5. As
      amended hereby, the Plan is specifically ratified and reaffirmed.