THIRD AMENDMENT TO
FIRST AMENDED AND RESTATED
EMPLOYMENT AGREEMENT
This Third Amendment ("Amendment") to the Amended and Restated Employment
Agreement ("Employment Agreement") between ICO, Inc., a Texas corporation (the
"Company"), and Xxx X. Xxxx (the "Executive") is dated this 15th day of January,
2003. All capitalized terms used herein and not otherwise defined herein shall
have the meaning ascribed to such terms in the Employment Agreement.
1. Notwithstanding the prohibition, set forth Paragraph 4(a) of the Employment
Agreement, against reducing the Executive's Base Salary after any increase
therein, the Executive agrees to one-time ten percent (10%) reduction (the
"Salary Reduction") in his current Base Salary. Effective January 1, 2003,
the Executive's Base Salary shall be reduced from $230,000 to $207,000.
Such Salary Reduction shall not serve to limit or reduce any other
obligations of the Company to the Executive under the Employment Agreement.
The Salary Reduction represents a one-time waiver, by Executive, of the
relevant provision of Paragraph 4(a) of the Employment Agreement, and shall
not constitute a waiver of the provisions of Paragraph 4(a) for any other
purpose, nor shall it constitute a waiver by Executive of any other terms
and conditions set forth in the Employment Agreement.
2. Subparagraph 5(c)(i) are hereby amended to read as follows:
(i) Executive ceasing for any reason to be the Chief Financial Officer and
Treasurer of the Company, other than by death, disability or
termination by the Executive of employment with the Company other than
for Good Reason.
3. Subparagraph 6(d)(i) is hereby amended to read as follows:
(i) Within 10 days after the Date of Termination, the Company shall pay to
the Executive, in a lump sum in cash, the aggregate of the amounts set
forth in (A) through (C) below:
(A) if not theretofore paid, the Executive's Base Salary through the
Date of Termination at the rate in effect on the Date of
Termination; and
(B) the product of (x) the greater of the highest Annual Bonus paid
to the Executive during the Employment Period and 50% of the
Annual Salary (as defined in subparagraph 6(d)(i)(D) below) and
(y) the fraction obtained by dividing (i) the number of days
which Executive has been employed during the particular year in
which termination occurs by (ii) 365; and
(C) two times the sum of (x) the Executive's Annual Salary (as
defined in subparagraph 6(d)(i)(D) below) and (y) the greater of
the highest Annual Bonus paid to the Executive during the
Employment Period and 50% of the Annual Salary.
(D) For the purposes of (B) and (C) above, the term "Annual Salary"
shall mean the greater of (i) $230,000 and (ii) the Executive's
Base Salary in effect on the Date of Termination.
4. All terms and conditions in the Employment Agreement that are not amended
by this Amendment continue to be in full force and effect.
AGREED AND ACCEPTED:
ICO, INC.
By: /s/ Xxxxxxxxxxx X. X'Xxxxxxxx /s/ Xxx X. Xxxx
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XXX X. XXXX
Printed Name: Xxxxxxxxxxx X. X'Xxxxxxxx
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Title: President and Chairman
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