THIRD AMENDMENT TO SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Exhibit
10.3
THIRD
AMENDMENT TO
SECOND
AMENDED AND RESTATED
This
Third Amendment to Second Amended and Restated Employment Agreement (“Third
Amendment”) is entered into by and between ICO, Inc. (the “Company”) and Xxx X.
Xxxx (“Employee”), to be effective January 25, 2007 (the “Effective
Date”).
WHEREAS,
Employee and the Company entered into an Employment Agreement (the “Agreement”),
being effective as of January 28, 2004, which Agreement has been amended by
amendments effective February 11, 2005 and January 20, 2006; and
WHEREAS,
the parties desire to further amend the Agreement, as set forth
herein.
NOW,
THEREFORE, for and in consideration of the mutual promises, covenants, and
obligations contained herein, the Company and Employee agree as
follows:
1.
|
It
is the parties’ agreement that Employee’s Annual Incentive Bonus (as
defined in Section 2.2 of the Agreement) for the Company’s fiscal year
2007 (commencing October 1, 2006) shall be calculated pursuant to
Exhibit
A
hereto.
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2.
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Effective
January 1, 2007, Employee’s Base Salary (as defined in Section 2.1 of the
Agreement) is increased to Two Hundred and Fifty Thousand and Four
Hundred
and Eighty Dollars ($250,480) per
annum.
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3.
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Effective
January 1, 2007, the Employee shall no longer be entitled to the
Vehicle
Allowance described in Section 2.5(a) of the
Agreement.
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IN
WITNESS WHEREOF,
the
Company and Employee have duly executed this Agreement in multiple originals
to
be effective on the Effective Date.
ICO,
Inc.
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Employee
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/s/
A. Xxxx Xxxxx, Jr.
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/s/
Xxx X. Xxxx
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A.
Xxxx Xxxxx, Jr.
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Xxx
X. Xxxx
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|||
President
& Chief Executive Officer
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||||
Date:
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January
31, 2007
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Date:
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January
31, 2007
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Page
1 of
2
Exhibit
A (portions redacted)
ICO,
Inc. Fiscal Year 2007 Incentive Plan Matrix- Chief Financial
Officer
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||||
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||||
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Pay-out
as a percentage of Base Salary *
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Measurement
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Weighting
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0%
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32%
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64%
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Corporate
Expenses
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||||
[redacted/specific
operation performance]
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||||
ICO,
Inc. consolidated XXX
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Subjective/Qualitative
Factors
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** Also
subject to Compensation Committee approval.
ICO,
Inc.
FY
2007 Incentive Plan Matrix - CFO
Explanation
of Measurement Definitions and additional Explanatory
Notes
Measurement
definitions
* “Corporate
Expenses”:
Defined as Corporate general and administrative expenses, excluding stock option
expenses and excluding business unit expenses paid for by Corporate and included
in Corporate expenses. These expenses include but are not limited to: banking
fees formerly paid by ICO Polymers North America and Bayshore, fees related
to
global tax planning, expenses for two employees transferred from Europe,
Executive Leadership Team conference fees, and consulting and legal fees to
establish restricted stock/deferred compensation plans.
* “XXX”:
Net
income from continuing operations, excluding effect of preferred stock buy
back,
minus preferred dividends (whether paid or accrued towards preferred stock
liquidation preference), divided by Stockholders' equity, less the liquidation
preference of the preferred stock. For purposes of this calculation,
Stockholders' equity and liquidation preference balances shall be averaged
using
the previous four (4) quarter-end balances, plus the year-end balance (i.e.
the
previous year end balance plus the four quarter-end balances of fiscal year
2007).
Computational
Note
For
each
measurement the bonus amount payable is calculated as the result achieved for
each measurement (i.e. the 0%, 32% or 64% pay-out) times the weighting and
multiplied by the CFO’s base salary. Results for each measurement falling
between the targeted amounts adjust the pay-out targets by interpolating the
percentage of: (i) the result achieved minus the lower threshold divided by,
(ii) the difference between the higher and lower target, multiplied by (iii)
the
higher pay-out target percentage.
Additional
Explanatory Notes
* At
the
option of the CFO, subject to the approval of the Compensation Committee, and
subject to shareholder approval of amendments to the 1998 employee stock option
plan to permit restricted stock grants, the CFO may be awarded up to 25% of
the
incentive compensation award in the form of restricted stock with a vesting
schedule approved by the Compensation Committee.
* Base
Salary used for calculation shall be Base Salary effective as of January 1,
2007.
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