Exhibit 10.1 - Fourth Amended and Restated 1993 Stock Option Plan for Non-Employee
      Directors of ICO, Inc.


    

      Exhibit
        10.1

       

      FOURTH
        AMENDED AND RESTATED 

      1993
        STOCK OPTION PLAN 

      FOR
        NON-EMPLOYEE DIRECTORS 

      OF
        

      ICO,
        INC.

      


       

      
        	
                1.

              	
                Purpose.
                  The
                  purpose of this Plan is to advance the interests of ICO, Inc.,
                  a Texas
                  corporation (the “Company”), by providing an additional incentive to
                  attract and retain qualified and competent Directors, upon whose
                  efforts
                  and judgment the success of the Company is largely dependent, through
                  the
                  encouragement of stock ownership in the Company by such persons.
                  

              


      

       

      
        	
                2.

              	
                Definitions.
                  As
                  used herein, the following terms shall have the meaning
                  indicated:

              


      

       

      
        	 	
                (a)

              	
                “Board”
                  shall mean the Board of Directors of the Company.
                  

              


      

       

      
        	 	
                (b)

              	
                “Committee”
                  shall mean those members of the Board who are not Eligible Persons.
                  

              


      

       

      
        	 	
                (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.
                  

              


      

       

      
        	 	
                (d)

              	
                “Director”
                  shall mean a member of the Board. 

              


      

       

      
        	 	
                (e)

              	
                “Eligible
                  Person(s)” shall mean those persons who are Directors of the Company and
                  who are not employees or officers of the Company or a Subsidiary.
                  

              


      

       

      
        	 	
                (f)

              	
                “Fair
                  Market Value” of a Share on any date of reference shall be the Closing
                  Price on the business day immediately preceding such date. For
                  this
                  purpose, the Closing Price of the Shares on any business day shall
                  be (i)
                  if the Shares are listed or admitted for trading on any United
                  States
                  national securities exchange, the last reported sale price of Shares
                  on
                  such exchange, as reported in any newspaper of general circulation,
                  (ii) if Shares are quoted on NASDAQ, or any similar system of
                  automated dissemination of quotations of securities prices in common
                  use,
                  the mean between the closing high bid and low asked quotations
                  for such
                  day of Shares on such system, (iii) if neither clause (i) or
                  (ii) is applicable, the mean between the high bid and low asked
                  quotations
                  for Shares as reported by the National Daily Quotation Service
                  if at least
                  two securities dealers have inserted both bid and asked quotations
                  for
                  Shares on at least five of the ten preceding business days, or
                  (iv) in lieu of the above, if actual transactions in the Shares are
                  reported on a consolidated transaction reporting system, the last
                  sales
                  price of the Shares on such system. If there is no Closing Price
                  as
                  determined above, the Fair Market Value shall be determined by
                  any fair
                  and reasonable means prescribed by the
                  Committee.

              


      

       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      


       

      
        	 	
                (g)

              	
                “Internal
                  Revenue Code” or “Code” shall mean the Internal Revenue Code of 1986, as
                  it now exists or as it may be amended from time to time.
                  

              


      

       

      
        	 	
                (h)

              	
                “Non-incentive
                  Stock Option” shall mean an option that is not an incentive stock option
                  as defined in Section 422A of the Internal Revenue Code.
                  

              


      

       

      
        	 	
                (i)

              	
                “Option”
                  (when capitalized) shall mean any option granted under this Plan.
                  

              


      

       

      
        	 	
                (j)

              	
                “Optionee”
                  shall mean a person to whom a stock option is granted under this
                  Plan or
                  any successor to the rights of such person under this Plan by reason
                  of
                  the death of such person. 

              


      

       

      
        	 	
                (k)

              	
                “Plan”
                  shall mean this 1993 Stock Option Plan for Non-employee Directors
                  of ICO,
                  Inc., as amended and restated August 29, 1996, as amended and
                  restated January 8, 1999, as amended and restated on
                  December 18, 2001, as amended and restated on November 18, 2005, and
                  as it may be amended from time to time thereafter.
                  

              


      

       

      
        	 	
                (l)

              	
                “Share(s)”
                  shall mean a share or shares of the Common Stock, no par value,
                  of the
                  Company. 

              


      

       

      
        	 	
                (m)

              	
                “Subsidiary”
                  shall mean any corporation (other than the Company) in any unbroken
                  chain
                  of corporations beginning with the Company if, at the time of the
                  granting
                  of the Option, each of the corporations other than the last corporation
                  in
                  the unbroken chain owns stock possessing more than 50% of the total
                  combined voting power of all classes of stock in one of the other
                  corporations in such chain. 

              


      

       

      
        	
                3.

              	
                Shares
                  and Options. The
                  maximum number of Shares to be issued pursuant to Options under
                  this Plan
                  shall be FOUR HUNDRED TEN THOUSAND (410,000) Shares, such number
                  having
                  been adjusted for all previous stock splits, from Shares held in
                  the
                  Company’s treasury or from authorized and unissued Shares. If any Option
                  granted under this Plan shall terminate, expire, or be canceled
                  or
                  surrendered as to any Shares, new Options may thereafter be granted
                  covering such Shares. Any Option granted hereunder shall be a
                  Non-incentive Stock Option.

              


      

       

      
        	
                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.

              


      

       


      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      


      


       

      
        	 	
                (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 as are not inconsistent with this
                  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
                  this 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

          
            

          

        

        
          
          

        

      


      


       

      
        	
                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.

              


      

       

      
        	
                6.

              	
                Exercise
                  of Options. An
                  Option shall be deemed exercised when (i) the Company has received
                  written notice of such exercise in accordance with the terms of
                  the Option
                  Agreement, (ii) full payment of the aggregate Option Price of the
                  Shares as to which the Option is exercised has been made, and
                  (iii) arrangements that are satisfactory to the Committee in its sole
                  discretion have been made for the Optionee’s payment to the Company of the
                  amount, if any, that the Committee determines to be necessary for
                  the
                  Company to withhold in accordance with applicable federal or state
                  income
                  tax withholding requirements. Pursuant to procedures approved by
                  the
                  Committee, tax withholding requirements, at the option of an Optionee,
                  may
                  be met by withholding Shares otherwise deliverable to the Optionee
                  upon
                  the exercise of an Option. Unless further limited by the Committee
                  in any
                  Option Agreement, the Option Price of any Shares purchased shall
                  be paid
                  solely in cash, by certified or cashier’s check, by money order, with
                  Shares (but with Shares only if permitted by the Option Agreement
                  or
                  otherwise permitted by the Committee in its sole discretion at
                  the time of
                  exercise) or by a combination of the above; provided, however,
                  that the
                  Committee in its sole discretion may accept a personal check in
                  full or
                  partial payment of any Shares. If the exercise price is paid in
                  whole or
                  in part with Shares, the value of the Shares surrendered shall
                  be their
                  Fair Market Value on the date received by the Company. Any permitted
                  payment through the 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.


              


      

       

      
        	
                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:
                  

              


      

       


      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      


      
        	 	
                (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.

              


      

       

      
        	
                8.

              	
                Adjustment
                  of Shares.

              


      

       

      
        	 	
                (a)

              	
                If
                  at any time while this Plan is in effect or unexercised Options
                  are
                  outstanding, there shall be any increase or decrease in the number
                  of
                  issued and outstanding Shares through the declaration of a stock
                  dividend
                  or through any recapitalization resulting in a stock split-up,
                  combination
                  or exchange of Shares, then and in such event:


              


      

       

      
        	 	
                (i)

              	
                appropriate
                  adjustment shall be made in the maximum number of Shares then subject
                  to
                  being optioned under the Plan, so that the same proportion of the
                  Company’s issued and outstanding Shares shall continue to be subject to
                  being so optioned; and 

              


      

       

      
        	 	
                (ii)

              	
                appropriate
                  adjustment shall be made in the number of Shares and the exercise
                  price
                  per Share thereof then subject to any outstanding Option, so that
                  the same
                  proportion of the Company’s issued and outstanding Shares shall remain
                  subject to purchase at the same aggregate exercise price.
                  

              


      

       

      
        	 	
                (b)

              	
                Except
                  as otherwise expressly provided herein, the issuance by the Company
                  of
                  Shares of its capital stock of any class, or securities convertible
                  into
                  Shares of capital stock of any class, either in connection with
                  a direct
                  sale or upon the exercise of rights or warrants to subscribe therefor,
                  or
                  upon conversion of Shares or obligations of the Company convertible
                  into
                  such Shares or other securities, shall not affect, and no adjustment
                  by
                  reason thereof shall be made with respect to, the number of or
                  exercise
                  price of Shares then subject to outstanding Options granted under
                  this
                  Plan. 

              


      

       

      
        	 	
                (c)

              	
                Without
                  limiting the generality of the foregoing, the existence of outstanding
                  Options granted under this Plan shall not affect in any manner
                  the right
                  or power of the Company to make, authorize or consummate (1) any or
                  all adjustments, recapitalizations, reorganizations or other changes
                  in
                  the Company’s capital structure or its business; (2) any merger or
                  consolidation of the Company; (3) any issue by the Company of debt
                  securities, or preferred or preference stock which would rank above
                  the
                  Shares subject to outstanding Options; (4) the dissolution or
                  liquidation of the Company; (5) any sale, transfer or assignment of
                  all or any part of the assets or business of the Company; or (6) any
                  other corporate act or proceeding, whether of a similar character
                  or
                  otherwise.

              


      

       


      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      


      


       

      
        	
                9.

              	
                Transferability
                  of Options. Each
                  Option Agreement shall provide that such Option shall not be transferable
                  by the Optionee other than by will or by the laws of descent and
                  distribution provided, however, that the Committee, in its sole
                  discretion
                  may allow for the transferability of any option previously granted
                  or to
                  be granted pursuant to this Plan. 

              


      

       

      
        	
                10.

              	
                Issuance
                  of Shares. No
                  person shall be, or have any of the rights or privileges of, a
                  Shareholder
                  of the Company with respect to any of the Shares subject to an
                  Option,
                  unless and until certificates representing such Shares shall have
                  been
                  issued and delivered to such person. As a condition of any transfer
                  of the
                  certificate for Shares, the Committee may obtain such agreements
                  or
                  undertakings, if any, as it may deem necessary or advisable to
                  assure
                  compliance with any provision of this Plan, any Option Agreement
                  or any
                  law or regulation including, but not limited to, the
                  following:

              


      

       

      
        	 	
                (i)

              	
                a
                  representation, warranty or agreement by the Optionee to the Company,
                  at
                  the time any Option is exercised, that he or she is acquiring the
                  Shares
                  to be issued to him or her for investment and not with a view to,
                  or for
                  sale in connection with, the distribution of any such Shares; and
                  

              


      

       

      
        	 	
                (ii)

              	
                a
                  representation, warranty or agreement to be bound by any legends
                  that are,
                  in the opinion of the Committee, necessary or appropriate to comply
                  with
                  the provisions of any securities law deemed by the Committee to
                  be
                  applicable to the issuance of the Shares and are endorsed upon
                  the Share
                  certificates.

              


      

       

      Share
        certificates issued to an Optionee who is a party to any Shareholders agreement
        or a similar agreement shall bear the legends contained in such
        agreements.

       

      
        	
                11.

              	
                Amendment,
                  Modification, Suspension or Discontinuance of this Plan. The
                  Board of Directors may amend, modify, suspend or terminate the
                  Plan for
                  the purpose of meeting or addressing any changes in legal requirements
                  or
                  for any other purpose permitted by law. Subject to changes in law
                  or other
                  legal requirements, including any change in the provisions of Rule
                  16b-3
                  and Section 162(m) of the Code that would permit otherwise, the Plan
                  may not be amended without the consent of the holders of a majority
                  of the
                  Shares of stock represented at a meeting of Shareholders for which
                  a
                  quorum is present, to (i) increase materially the aggregate number of
                  Shares of stock that may be issued under the Plan (except for adjustments
                  pursuant to paragraph 8 of the Plan), (ii) increase materially
                  the benefit accruing to Optionees under the Plan, or (iii) modify
                  materially the requirements as to eligibility for participation
                  in the
                  Plan.

              


      

       

      
        	
                12.

              	
                Interpretation.

              


      

       

      
        	 	
                (a)

              	
                If
                  any provision of this Plan is held to be invalid for any reason,
                  such
                  holding shall not affect the remaining provisions hereof, but instead
                  this
                  Plan shall be construed and enforced as if such provision had never
                  been
                  included in this Plan.

              


      

       


      
        
          
          

        

        
          6

          
            

          

        

        
          
          

        

      


      


       

      
        	 	
                (b)

              	
                THIS
                  PLAN SHALL BE GOVERNED BY THE LAWS OF THE STATE OF
                  TEXAS.

              


      

       

      
        	 	
                (c)

              	
                Headings
                  contained in this Plan are for convenience only and shall in no
                  manner be
                  construed as part of this Plan.

              


      

       

      
        	 	
                (d)

              	
                Any
                  reference to the masculine, feminine, or neuter gender shall be
                  a
                  reference to such other gender as is
                  appropriate.

              


      

       

      
        	
                13.

              	
                Section
                  83(b) Election. If
                  as a result of exercising an Option, an Optionee receives Shares
                  that are
                  subject to a “substantial risk of forfeiture” and are not “transferable”
                  as those terms are defined for purposes of Section 83(a) of the Code,
                  then such Optionee may elect under Section 83(b) of the Code to
                  include in his gross income, for his taxable year in which the
                  Shares are
                  transferred to him, the excess of the Fair Market Value of such
                  Shares at
                  the time of transfer (determined without regard to any restriction
                  other
                  than one which by its terms will never lapse), over the amount
                  paid for
                  the Shares. If the Optionee makes the Section 83(b) election
                  described above, the Optionee shall (i) make such election in a
                  manner
                  that is satisfactory to the Committee, (ii) provide the Company
                  with a
                  copy of such election, (iii) agree to promptly notify the Company
                  if any
                  Internal Revenue Service or state tax agent, on audit or otherwise,
                  questions the validity or correctness of such election or of the
                  amount of
                  income reportable on account of such election, and (iv) agree to
                  such
                  withholding as the Committee may reasonably require in its sole
                  and
                  absolute discretion.

              


      

       

      
        	
                14.

              	
                Effective
                  Date and Termination Date; Adoption of Plan. The
                  effective date of this Plan is the 13th day of April, 1993, the
                  date on
                  which the Board originally adopted this Plan. The Shareholders
                  of the
                  Company approved the Plan on June 15, 1993. The Plan was subsequently
                  amended and restated by the Board on August 29, 1996, which amendment
                  and restatement was approved by the Shareholders on October 7, 1996.
                  In connection with the corporate restructuring effected on April
                  1, 1998,
                  pursuant to a Plan of Merger of ICO Merger Sub, Inc. with and into
                  ICO,
                  Inc., the Company (which prior to such merger was named “ICO Holdings,
                  Inc.”) adopted the Plan and assumed the obligations under the Plan from
                  the entity previously named “ICO, Inc.” (which after such merger was
                  renamed “ICO P&O, Inc.”). The Plan was again amended and restated by
                  the Board on January 8, 1999. The Plan was again amended and restated
                  by the Board on December 18, 2001, which amendment and restatement
                  was
                  approved by the Shareholders on March 15, 2002. The Plan was again
                  amended
                  and restated by the Board on November 18, 2005, which amendment
                  and
                  restatement was approved by the Shareholders on March 14, 2006.
                  No further
                  Options may be granted under this Plan after on January 8, 2009,
                  subject to early termination by the Board pursuant to Paragraph 11 of
                  the Plan. The Plan shall remain in effect until all Options granted
                  under
                  the Plan have been exercised or have
                  expired.

              


      

       

      
        	
                15.

              	
                Government
                  Regulations. The
                  Plan, and the granting and exercise of Options thereunder, and
                  the
                  obligation of the Company to sell and deliver shares under such
                  Options,
                  shall be subject to all applicable laws, rules and regulations,
                  and to
                  such approvals by any governmental agencies or national securities
                  exchanges as may be required.

              


      

       

      7