FOR NON-EMPLOYEE DIRECTORS OF ICO, INC. RESTRICTED STOCK AGREEMENT
EXHIBIT
10.1
Summary
Information
Director: Name
Date of
Grant: April 8, 2008
Plan: 2008
Equity Incentive Plan (formerly 1993 Plan)
Total No.
Shares subject to grant: ____
Vesting:
100% of Shares vest on _____
2008
EQUITY INCENTIVE PLAN
FOR
NON-EMPLOYEE DIRECTORS OF ICO, INC.
THIS RESTRICTED STOCK
AGREEMENT (“Agreement”) is made as of the 1st day of
April, 2008 (“Date of Grant”), between ICO, Inc., a Texas corporation (the
“Company”), and __________________ (the “Director”).
RECITALS:
The
Company has adopted the 2008 Equity Incentive Plan for Non-Employee Directors of
ICO, Inc. (the “Plan”), a copy of which is attached hereto as Exhibit A, and all
of the terms and provisions of which are incorporated herein by reference and
made a part hereof. All capitalized terms used but not defined in this Agreement
have the meanings set forth in the Plan.
The
Company has determined that it would be in the best interests of the Company and
its shareholders to make the grant of stock provided for herein to the Director
to recognize the Director’s value to the Company via the award of a proprietary
interest in the future of the Company.
NOW THEREFORE, in
consideration of the mutual covenants hereinafter set forth, the parties hereto
agree as follows:
1.
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Grant of Restricted
Stock. Subject to the terms of this Agreement, the Company hereby
grants to the Director, on the terms and conditions hereinafter set forth,
an aggregate of _______________ shares of Common Stock, no par value per
share, of the Company (“Restricted
Stock”).
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2. Date of Grant and
Vesting.
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A.
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Date of
Grant. The effective date of the grant of Restricted
Stock shall be the Date of Grant.
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B.
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Vesting Date.
One hundred percent (100%) of the shares of Restricted Stock granted to
the Director hereunder, subject to the other terms and conditions set
forth herein, shall become vested on
___________.
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C.
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Termination of Service
on the Board of Directors. Except as provided in Section 2.D.
below, and subject to Sections 7.3(d) and 8.2(b) of the Plan, upon the
Director’s termination of service on the Board of Directors, any shares of
Restricted Stock that have not vested shall be forfeited to the Company
without consideration.
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D.
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Termination of Service
on the Board of Directors Due to Death. In the event
that the Director’s service on the Board of Directors terminates because
of the death or Permanent Disability (as defined in Section 2.1(u) of the
Plan) of the Director, all shares of Restricted Stock granted to the
Director hereunder shall vest immediately upon the date of termination of
service as a Director.
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3.
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Restrictions on
Transfer. The Director shall not sell, transfer, assign,
pledge or otherwise dispose of any interest in any shares of Restricted
Stock or the Director’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.
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A.
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Stop-Transfer
Notices. The Director 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.
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B.
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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.
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4.
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Distributions. The
Director shall receive distributions on the Director’s shares of
Restricted Stock prior to the date such shares have become vested under
Section 2 above.
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5.
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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 Director shall be addressed to the Director at
the address given by the Director beneath the Director’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.
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6.
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Disputes. As a condition
of the granting of the Restricted Stock hereby, the Director and the
Director’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.
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Page 2 of
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7. Uncertificated
Form.
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A.
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The
shares of Restricted Stock granted hereby shall be issued in
uncertificated form. The Restricted Stock will be recorded in
the name of the Director 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.
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B.
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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 Director 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.
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8.
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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.
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9.
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Miscellaneous.
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A.
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The
Director acknowledges that each date on which a portion of the shares of
Restricted Stock becomes vested will result in the imposition of income
taxes on the Director.
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B.
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The
Director shall be solely responsible for payment of any federal, state or
local taxes, except in the case that the Company is required to withhold
any such taxes, in which case the Director hereby agrees that (i) the
Company may withhold from the Director any payment or consideration to be
paid to the Director by the Company, for 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 Director will make appropriate arrangements with the Company for
satisfaction of any applicable federal, state or local tax, withholding
requirements or like requirements.
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C.
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This
Agreement shall be binding upon and inure to the benefit of any successor
or successors of the Company.
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D.
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The
interpretation, performance and enforcement of this Agreement shall be
governed by the laws of the State of
Texas.
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Page 3 of
6
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E.
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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. Furthermore, an executed facsimile or
electronic copy of this Agreement shall be effective and enforceable to
the extent an original executed Agreement would
be.
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F.
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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.
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G.
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Within
30 days after the date of this Agreement, the Director may make an
election with the Internal Revenue Service under Section 83(b) of the
Internal Revenue Code and the regulations promulgated
thereunder.
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IN WITNESS WHEREOF, the
Company has, as of the date first above written, caused this Agreement to be
executed on its behalf by its authorized officer and the Director has hereunto
set the Director’s hand as of the date first above written.
ICO,
INC.
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By:
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Its:
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Page 4 of
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DIRECTOR SIGNATURE
PAGE
Director
Name:
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Signature:
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Address:
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Page 5 of
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EXHIBIT
A
[Attach
2008 Equity Incentive Plan Document]
Page 6 of
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