ICO,INC. 2007EQUITY INCENTIVE PLAN RESTRICTEDSTOCK AGREEMENT (TimeVesting)

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”).

 

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.

 

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.

 

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.

 

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

 

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

 

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.

 

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.

 

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.

ICO, INC.

By:

Its:

Employee Name:

Signature

Address: