Exhibit 10.2

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Exhibit 10.2

Employee: A. John Knapp, Jr.

Location: Corporate

Date of Grant: November 18, 2005

ESOP: 1998

Exercise Price: $2.40/Share

Expiration: November 18, 2012, 12:00 a.m.

Total # Shares subject to grant: 240,000

Vesting:

* 120,000 Shares vest on December 15, 2006 (provided that Knapp is employed on September 30, 2006 and all of the conditions for vesting described in Exhibit A are satisfied. In the event that only a portion of the conditions described in Exhibit A are satisfied, a corresponding portion of the 120,000 Shares will vest in accordance with Exhibit A.)

* 120,000 Shares vest on December 15, 2007 (provided that Knapp is employed on September 30, 2007 and all of the conditions for vesting described in Exhibit B are satisfied. In the event that only a portion of the conditions described in Exhibit B are satisfied, a corresponding portion of the 120,000 Shares will vest in accordance with Exhibit B.)

 

 

WHEREAS, on November 18, 2005, ICO, Inc., a Texas corporation (the “Company”), and A. John Knapp, Jr. (“Employee”), an employee of the Company or one of its subsidiaries entered in to a Stock Option Agreement pursuant to which the Employee was granted 240,000 Options to purchase Shares of Common Stock of the Company (the “Stock Option Agreement”).

 

WHEREAS, the parties desire to amend the Stock Option Agreement as set forth herein.

 

NOW, THEREFORE, the parties agree as follows:

 

1.     All capitalized terms used herein and not otherwise defined herein have the meaning ascribed to such terms in the Stock Option Agreement.

 

2.     Exhibit B to the Stock Option Agreement, entitled “Matrix for Vesting of 2007 Stock Options”, is amended as follows:

 

a.

ICO, Inc. consolidated Operating Income: (i) FY ‘07 Minimum shall be [redacted]; and (ii) FY ’07 Target shall be [redacted].

 

b.

ICO, Inc. consolidated ROE: (i) FY ’07 Minimum shall be [redacted]; and (ii) FY ’07 Target shall be [redacted].

 

3.     There are no amendments to the Stock Option Agreement or Exhibit B, except as described above. Exhibit B, amended and restated to reflect the amendments described above, is attached hereto.

 

IN WITNESS WHEREOF, the Company has caused this First Amendment to Stock Option Agreement to be duly executed by its officer thereunto and duly authorized, and the Employee has executed this Agreement, to be effective on January 25, 2007.

 

	ICO, INC.
	By:	/s/ Jon C. Biro
		Jon C. Biro
		Chief Financial Officer

	EMPLOYEE
	/s/ A. John Knapp, Jr.
	A. John Knapp, Jr.

 

 

 

 

 

 

Measurement	Weighting	FY '07 Minimum	FY '07 Target	CEO pay-out at target
ICO, Inc. consolidated Operating Income
ICO, Inc. consolidated Investment turnover
ICO, Inc. consolidated ROE
Vesting over time
Total	100%			Vesting of 120,000 options

        See Exhibit C for explanation of measurement definitions, vesting calculation information, and additional provisions regarding vesting.