Exhibit 10.11 - 1995 ESOP Plan


    Exhibit
      10.11

    


    ICO,
      Inc.

     

    First
      Amended and Restated 1995 Stock Option Plan

    


    ARTICLE
      1

     

    Objectives

    


    ICO,
      Inc.
      ("ICO" or the "Company") has established this Stock Option Plan effective August
      15, 1995 as an incentive to the attraction and retention of dedicated and loyal
      employees of outstanding ability, to stimulate the efforts of such persons
      in
      meeting the Company's objectives and to encourage ownership of the Company's
      common stock by employees.

     

    ARTICLE
      2

     

    Definitions

    


    
      	
              2.1

            	
              For
                purposes of the Plan the following terms shall have the definition
                which
                is attributed to them, unless another definition is clearly indicated
                by a
                particular usage and context.

            


    

    


    
      	 	
              A.

            	
              "Code"
                means the Internal Revenue Code of 1986, as
                amended.

            


    

    


    
      	 	
              B.

            	
              The
                "Company"
                means ICO and any subsidiary of ICO as the term "subsidiary" is defined
                in
                Section 424(f) of the Code.

            


    

    


    
      	 	
              C.

            	
              "Date
                of Exercise"
                means the date on which the Company has received a written notice
                of
                exercise of an Option, in such form as is acceptable to the Committee,
                and
                full payment of the purchase price.

            


    

    


    
      	 	
              D.

            	
              "Date
                of Grant"
                means the date on which the Committee makes an award of an
                Option.

            


    

    


    
      	 	
              E.

            	
              "Eligible
                Employee"
                means any individual who performs services for the Company and is
                treated
                as an employee for federal income tax
                purposes.

            


    

    


    
      	 	
              F.

            	
              "Fair
                Market Value"
                means the last sale price reported on any stock exchange or
                over-the-counter trading system on which Shares are trading on the
                last
                trading day prior to a specified date or, if no last sale price is
                reported, the average of the closing bid and asked prices for a Share
                on
                the last trading day prior to any specified date. If no sale has
                been made
                on such prior trading day, then prices on the last preceding day
                on which
                any such sale shall have been made shall be used in determining Fair
                Market Value under either method prescribed in the previous
                sentence.

            


    

    


    
      	 	
              G.

            	
              "Incentive
                Stock Option"
                shall have the same meaning as given to that term by Section 422
                of the
                Code.

            


    

    


    
      	 	
              H.

            	
              "Nonqualified
                Stock Option"
                means any Option granted under the Plan which is not considered an
                Incentive Stock Option.

            


    

    


    
      	 	
              I.

            	
              "Option"
                means the right to purchase a stated number of Shares at a specified
                price. The option may be granted to an Eligible Employee subject
                to the
                terms of this Plan, and such other conditions and restrictions as
                the
                Committee deems appropriate. Each Option shall be designated by the
                Committee to be either an Incentive Stock Option or a Nonqualified
                Stock
                Option.

            


    

     

     

    
      
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              J.

            	
              "Option
                Price"
                means the purchase price per Share subject to an Option and shall
                be fixed
                by the Committee, but shall not be less than 100% of the Fair Market
                Value
                of a Share on the Date of Grant in the case of an Incentive Stock
                Option.

            


    

    


    
      	 	
              K.

            	
              "Permanent
                and Total Disability"
                shall mean any medically determinable physical or mental impairment
                rendering an individual unable to engage in any substantial gainful
                activity, which disability can be expected to result in death or
                which has
                lasted or can be expected to last for a continuous period of not
                less than
                12 months.

            


    

    


    
      	 	
              L.

            	
              "Plan"
                means this 1995 Stock Option Plan as it may be amended from time
                to
                time.

            


    

    


    
      	 	
              M.

            	
              "Share"
                means one share of the common stock, no par value, of the
                Company.

            


    

     

    ARTICLE
      3

     

    Administration

    


    
      	
              3.1

            	
              The
                Plan shall be administered by a committee (the "Committee") designated
                by
                the Board of Directors. The Committee shall be comprised solely of
                three
                or more directors each of whom shall be (i) a "disinterested person"
                as
                defined under Rule 16b-3 of the Securities and Exchange Act of 1934
                (the
                "Act") and (ii) an "outside director" to the extent required by Section
                162(m) of the Internal Revenue Code ("Section 162(m)"). Each director
                serving on the Committee shall be ineligible to receive options under
                this
                Plan and none shall have, within the twelve months prior to their
                appointment to the Committee and while serving on such Committee,
                received
                options or an interest in other shares pursuant to any plans of the
                Company or any of its affiliates. Notwithstanding the foregoing,
                to the
                extent relevant state law now or hereafter permits, the Committee
                may be
                comprised solely of two or more such
                directors.

            


    

    


    Actions
      shall be taken by a majority of the Committee.

    


    
      	
              3.2

            	
              Except
                as specifically limited by the provisions of the Plan, the Committee
                in
                its discretion shall have the authority
                to:

            


    

    


    
      	 	
              A.

            	
              Determine
                which Eligible Employees shall be granted
                Options;

            


    

    


    
      	 	
              B.

            	
              Determine
                the number of Shares which may be subject to each
                Option;

            


    

    


    C. Determine
      the Option Price;

    


    D. Determine
      the term of each Option;

    


    
      	 	
              E.

            	
              Determine
                whether each Option is an Incentive Stock Option or Nonqualified
                Stock
                Option;

            


    

    


    
      	 	
              F.

            	
              Interpret
                the provisions of the plan and decide all questions of fact arising
                in its
                application; and

            


    

    


    
      	 	
              G.

            	
              Prescribe
                such rules and procedures for Plan administration as from time to
                time it
                may deem advisable.

            


    

    


    
      	
              3.3

            	
              Any
                action, decision, interpretation or determination by the Committee
                with
                respect to the application or administration of this Plan shall be
                final
                and binding upon all persons, and need not be uniform with respect
                to its
                determination of recipients, amount, timing, form, terms or provisions
                of
                Options.

            


    

     

     

    
      
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              3.4

            	
              No
                member of the Committee shall be liable for any action or determination
                taken or made in good faith with respect to the Plan or any Option
                granted
                hereunder, and to the extent permitted by law, all members shall
                be
                indemnified by the Company for any liability and expenses which may
                occur
                through any claim or cause of
                action.

            


    

     

    ARTICLE
      4

     

    Shares
      Subject to Plan

    


    
      	
              4.1

            	
              The
                Shares that may be made subject to Options granted under the Plan
                shall
                not exceed 400,000 Shares in the aggregate. Except as provided in
                Section
                4.2, upon lapse or termination of any Option for any reason without
                being
                completely exercised, the Shares which were subject to such Option
                may
                again be subject to other Options.

            


    

    


    
      	
              4.2

            	
              The
                maximum number of Shares with respect to which options may be granted
                to
                any employee during each fiscal year of the Company is 40,000. If
                an
                Option is cancelled, it continues to be counted against the maximum
                number
                of Shares for which Options may be granted to an employee. If an
                Option is
                repriced, the transaction is treated as a cancellation of the Option
                and a
                grant of a new Option.

            


    

     

    ARTICLE
      5

     

    Granting
      of Options

    


    Subject
      to the terms and conditions of the Plan, the Committee may, from time to time
      prior to August 15, 2005, grant Options to Eligible Employees on such terms
      and
      conditions as the Committee may determine. More than one Option may be granted
      to the same Eligible Employee.

     

    ARTICLE
      6

     

    Terms
      of Options

    


    
      	
              6.1

            	
              Subject
                to specific provisions relating to Incentive Stock Options set forth
                in
                Article 9, each Option shall be for a term of from one to ten years
                from
                the Date of Grant. The Committee, in its sole discretion, on or after
                the
                Date of Grant, may establish different exercise schedules and impose
                other
                conditions upon exercise and vesting for any particular Option or
                groups
                of Options. In addition, the Committee may, at any time, reclassify
                an
                Incentive Stock Option as a Nonstatutory Stock
                Option.

            


    

    


    
      	
              6.2

            	
              Nothing
                contained in this Plan or in any Option granted
                pursuant to it shall confer upon any employee any right to continue
                in the
                employ of the Company or to interfere in any way with the right of
                the
                Company to terminate employment at any time. So long as a holder
                of an
                Option shall continue to be an employee of the Company, the Option
                shall
                not be affected by any change of the employee's duties or
                position.

            


    

    


    
      	
              6.3 

            	
              In
                the event that the Company shall, pursuant to action by its Board
                of
                Directors, at any time propose to merge into, consolidate with, or
                sell or
                otherwise transfer all or substantially all of its assets to another
                corporation and provision is not made pursuant to the terms of such
                transaction for the assumption by the surviving, resulting or acquiring
                corporation of outstanding Options under the Plan, or for the substitution
                of new options therefor, the Committee shall cause written notice
                of the
                proposed transaction to be given to each Optionee not less than 40
                days
                prior to the anticipated effective date of the proposed transaction,
                and
                his or her Option shall become fully (100%) vested and, prior to
                a date
                specified in such notice, which shall not be more than ten days prior
                to
                the anticipated effective date of the proposed transaction, each
                Optionee
                shall have the right to exercise his or her Option to purchase any
                or all
                Shares then subject to such Option, including those, if any, which
                by
                reason of other provisions of the Plan have not then become available
                for
                purchase. Each Optionee, by so notifying the Company in writing,
                may, in
                exercising his or her Option, condition such exercise upon, and provide
                that such exercise shall become effective at the time of, but immediately
                prior to, the consummation of the transaction, in which event such
                Optionee need not make payment for the Shares to be purchased upon
                exercise of such Option until five days after written notice by the
                Company to such Optionee that the transaction has been consummated.
                If the
                transaction is consummated, each Option, to the extent not previously
                exercised prior to the date specified in the foregoing notice, shall
                terminate on the effective date of such consummation. If the transaction
                is abandoned, (i) any Shares not purchased upon exercise of such
                Option
                shall continue to be available for purchase in accordance with the
                other
                provisions of the Plan and (ii) to the extent that any Option not
                exercised prior to such abandonment shall have vested solely by operation
                of this paragraph, such vesting shall be deemed annulled, and the
                original
                vesting schedule set forth shall be reinstituted, as of the date
                of such
                abandonment.

            


    

     

     

    
      
        
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    ARTICLE
      7

     

    Exercise
      of Options

    


    Any
      person entitled to exercise an Option in whole or in part, may do so by
      delivering a written notice of exercise to the Company, attention Corporate
      Secretary, at its principal office. The written notice shall specify the number
      of Shares for which an Option is being exercised and the grant date of the
      option being exercised and shall be accompanied by full payment of the Option
      Price for the Shares being purchased.

     

    ARTICLE
      8

     

    Payment
      of Option Price

    


    
      	
              8.1

            	
              Payment
                of the Option price may be made in cash, by the tender of Shares,
                or both,
                or in such other form as may be determined by the Committee. Shares
                tendered shall be valued at their Fair Market Value on the Date of
                Exercise.

            


    

    


    
      	
              8.2

            	
              Payment
                through tender of Shares may be made by instruction from the Optionee
                to
                the Company to withhold from the Shares issuable upon exercise that
                number
                which have a Fair Market Value equal to the exercise price for the
                Option
                or portion thereof being exercised.

            


    

     

    ARTICLE
      9

     

    Incentive
      Stock Options and Nonqualified Stock Options

    


    
      	
              9.1

            	
              The
                Committee in its discretion may designate whether an Option is to
                be
                considered an Incentive Stock Option or a Nonqualified Stock Option.
                The
                Committee may grant both an Incentive Stock Option and a Nonqualified
                Stock Option to the same individual. However, where both an Incentive
                Stock Option and a Nonqualified Stock Option are awarded at one time,
                such
                Options shall be deemed to have been awarded in separate grants,
                shall be
                clearly identified, and in no event will the exercise of one such
                Option
                affect the right to exercise the other such
                Option.

            


    

    


    
      	
              9.2

            	
              Any
                option designated by the Committee as an Incentive Stock Option will
                be
                subject to the general provisions applicable to all Options granted
                under
                the Plan. In addition, the Incentive Stock Option shall be subject
                to the
                following specific provisions:

            


    

    


    
      	 	
              A.

            	
              At
                the time the Incentive Stock Option is granted, if the Eligible Employee
                owns, directly or indirectly, stock representing more than 10% of
                (i) the
                total combined voting power of all classes of stock of the Company,
                or
                (ii) a corporation that owns 50 percent or more of the total combined
                voting power of all classes of stock of the Company,
                then:

            


    

     

     

    
      
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              (i)

            	
              The
                Option Price must equal at least 110% of the Fair Market Value on
                the Date
                of Grant, and 

            


    

    


    
      	 	
              (ii)

            	
              The
                term of the Option shall not be greater than five years from Date
                of
                Grant.

            


    

    


    
      	 	
              B.

            	
              The
                aggregate Fair Market Value of Shares (determined at the Effective
                Date of
                Grant) with respect to which Incentive Stock Options are exercisable
                by an
                Eligible Employee for the first time during any calendar year under
                this
                Plan or any other plan maintained by the Company shall not exceed
                $100,000.

            


    

    


    
      	
              9.3

            	
              If
                any Option is not granted, exercised, or held pursuant to the provisions
                noted immediately above, it will be considered to be a Nonqualified
                Stock
                Option to the extent that the grant is in conflict with these
                restrictions.

            


    

     

    ARTICLE
      10

     

    Transferability
      of Option

    


    During
      the lifetime of an Eligible Employee to whom an Option has been granted, such
      Option is not transferable voluntarily or by operation of law and may be
      exercised only by such individual. Upon the death of an Eligible Employee to
      whom an Option has been granted, the Option may be transferred to the
      beneficiaries or heirs of the holder of the Option by will or by the laws of
      descent and distribution.

     

    ARTICLE
      11

     

    Termination
      of Options

    


    
      	
              11.1

            	
              An
                Option may be terminated as
                follows:

            


    

    


    
      	 	
              A.

            	
              During
                the period of continuous employment with the Company, an Option will
                be
                terminated only if it has been fully exercised or it has expired
                by its
                terms.

            


    

    


    
      	 	
              B.

            	
              Upon
                termination of employment for any reason, the then exercisable portion
                of
                any Option will terminate upon the earlier of (i) the first business
                day
                following expiration of the three month period after the date of
                termination, or (ii) the option expiration date set forth in the
                Option
                Agreement. The portion not exercisable will terminate on the date
                of
                termination of employment. For purposes of the Plan, a leave of absence
                approved by the Company shall not be deemed to be termination of
                employment.

            


    

    


    
      	 	
              C.

            	
              If
                an Eligible Employee holding an Option dies or becomes subject to
                a
                Permanent and Total Disability while employed or within three months
                after
                termination of employment, such Option may be exercised, to the extent
                exercisable on the date of the occurrence of the event which triggers
                the
                operation of this paragraph, at any time by the estate or guardian
                of such
                person or by those persons to whom the Option may have been transferred
                by
                will or by the laws of descent and distribution until the earlier
                of (i)
                the date which is one year after the date of such death or occurrence
                of
                Permanent and Total Disability, or (ii) the option expiration date
                set
                forth in the Option Agreement.

            


    

    


    
      	
              11.2

            	
              The
                Committee may at any time prior to three months after the date of
                termination of employment provide that particular options not be
                affected
                by such termination and continue in force whether or not exercisable
                at
                the date of such termination of employment until the option expiration
                date set forth in the Option Agreement or any date prior
                thereto.

            


    

    


    
      	
              11.3

            	
              Except
                as provided in Article 12 hereof, in no event will the continuation
                of the
                term of an Option beyond the date of termination of employment allow
                the
                Eligible Employee, or his beneficiaries or heirs, to accrue additional
                rights under the Plan, or to purchase more Shares through the exercise
                of
                an Option that could have been purchased on the day that employment
                was
                terminated. In addition, notwithstanding anything contained herein,
                no
                option may be exercised in any event after the expiration of ten
                years
                from the date of grant of such
                option.

            


    

     

     

    
      
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    ARTICLE
      12

     

    Adjustments
      to Shares and Option Price

    


    
      	
              12.1

            	
              In
                the event of changes in the outstanding common stock of the Company
                as a
                result of stock dividends, splitups, recapitalizations, combinations
                of
                Shares, exchanges of Shares or such other transaction, the number
                and
                class of Shares and price per share for each Option covered under
                the Plan
                and each outstanding Option shall be correspondingly adjusted by
                the
                Committee.

            


    

    


    
      	
              12.2

            	
              The
                Committee shall make appropriate adjustments in the Option price
                to
                reflect any spin-off of assets, extraordinary dividends or other
                distributions to shareholders.

            


    

    


    
      	
              12.3

            	
              In
                the event of the dissolution or liquidation of the Company or any
                merger,
                consolidation, exchange or other transaction in which the Company
                is not
                the surviving corporation or in which the outstanding Shares of the
                Company are converted into cash, other securities or other property,
                each
                outstanding Option shall terminate as of a date fixed by the Committee
                provided that not less than 20 days' written notice of the date of
                expiration shall be given to each holder of an Option and each such
                holder
                shall have the right during such period following notice to exercise
                the
                Option as to all or any part of the Shares for which it is exercisable
                at
                the time of such notice. The Committee, in its sole discretion, may
                provide that Options in such circumstances may be exercised to an
                extent
                greater than the number of shares for which they were exercisable
                at the
                time of such a notice.

            


    

     

    ARTICLE
      13

     

    Option
      Agreements

    


    
      	
              13.1

            	
              All
                Options granted under the Plan shall be evidenced by a written agreement
                in such form or forms as the Committee in its sole discretion may
                determine.

            


    

    


    
      	
              13.2

            	
              Each
                optionee, by acceptance of an Option under this Plan, shall be deemed
                to
                have consented to be bound, on the optionee's own behalf and on behalf
                of
                the optionee's heirs, assigns and legal representatives, by all terms
                and
                conditions of this Plan.

            


    

     

    ARTICLE
      14

     

    Amendment
      or Discontinuance of Plan

    


    
      	
              14.1

            	
              The
                Board of Directors may at any time amend, suspend, or discontinue
                the
                Plan; provided, however, that no amendments by the Board of Directors
                shall, without further approval of the shareholders of the
                Company:

            


    

    


    A. Change
      the class of Eligible Employees;

    


    
      	 	
              B.

            	
              Except
                as provided in Articles 4 and 12 hereof, increase the number of Shares
                which may be subject to Options granted under the
                Plan.

            


    

    


    
      	 	
              C.

            	
              Cause
                the Plan or any Option granted under the Plan to fail to (i) qualify
                for
                exemption from Section 16(b) of the Act, (ii) be excluded from the
                $1
                million deduction limitation imposed by Section 162(m), or (iii)
                qualify
                as an "Incentive Stock Option" as defined by Section 422 of the Internal
                Revenue Code.

            


    

     

     

    
      
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              14.2

            	
              No
                amendment or discontinuance of the Plan shall alter or impair any
                Option
                granted under the Plan without the consent of the holder
                thereof.

            


    

     

    ARTICLE
      15

     

    Effective
      Date

    


    The
      Plan
      became effective as of August 15, 1995, having been adopted by the Board of
      Directors on August 10, 1995 and approved by the shareholders of the Company
      on
      September 8, 1995. The Plan was amended by the Board of Directors on September
      8, 2005 (without the necessity of shareholder approval).

     

    ARTICLE
      16

     

    Miscellaneous

    


    
      	
              16.1

            	
              Nothing
                contained in this Plan or in any action taken by the Board of Directors
                or
                shareholders of the Company shall constitute the granting of an Option.
                An
                Option shall be granted only at such time as a written Option shall
                have
                been executed and delivered to the respective employee and the employee
                shall have executed an agreement respecting the Option in conformance
                with
                the provisions of the Plan.

            


    

    


    
      	
              16.2

            	
              Certificates
                for Shares purchased through exercise of Options will be issued in
                regular
                course after exercise of the Option and payment therefor as called
                for by
                the terms of the Option but in no event shall the Company be obligated
                to
                issue certificates more often than once each quarter in each fiscal
                year.
                No persons holding an Option or entitled to exercise an Option granted
                under this Plan shall have any rights or privileges of a shareholder
                of
                the Company with respect to any Shares issuable upon exercise of
                such
                Option until certificates representing such Shares shall have been
                issued
                and delivered. No Shares shall be issued and delivered upon exercise
                of an
                Option unless and until the Company, in the opinion of its counsel,
                has
                complied with all applicable registration requirements of the Securities
                Act of 1933 and any applicable state securities laws and with any
                applicable listing requirements of any national securities exchange
                on
                which the Company securities may then be listed as well as any other
                requirements of law.

            


    

    


    
      	
              16.3

            	
              This
                Plan shall continue in effect until the expiration of all Options
                granted
                under the Plan unless terminated earlier in accordance with Article
                14;
                provided, however, that it shall otherwise terminate ten years after
                the
                Effective Date.

            


    

     

     

     

     

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