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EMPLOYMENT AGREEMENT
This Employment Agreement between ICO, INC., a Texas corporation (the
"COMPANY"), and XXXXX 0. PACHOLDER (the "Executive") is dated this 1st day of
April, 1995.
RECITALS:
Executive has served on the Board of Directors of the Company since 1990
and the Company has relied heavily on his business acumen and financial
expertise in developing the strategic plans for the Company.
The Company, on behalf of itself and its shareholders, wishes to continue
to retain Executive as an integral part of the management of the Company and to
assure itself of the continuity of management and Executive of continued
employment.
IT IS, THEREFORE, AGREED:
1. OPERATION OF AGREEMENT. The "Effective Date" shall be on the date
this Agreement is signed as indicated above.
2. EMPLOYMENT PERIOD. Unless sooner terminated pursuant to the other
provisions hereof, the Company agrees to employ Executive for a period beginning
with the Effective Date of this Agreement and terminating December 31, 1998.
Said term of employment shall be extended automatically from day to day until
such time as either party shall give written notice to the other that no further
such automatic extensions shall occur, in which event Executive's employment
shall terminate on a date three years after such notice has been received. As
used herein, the term "Employment Period" shall mean the period beginning on the
Effective Date and ending on the date the Executive's employment terminates.
3. POSITION AND DUTIES.
(a) During the Employment Period, Executive shall be engaged as the
Chairman of the Board of the Company, and the Company agrees to use its best
efforts to cause Executive to be nominated and elected as a director of the
Company; subject, however, to the Executive's reelection by the shareholders of
the Company at the annual shareholders' meeting when his applicable class of
directors is to be voted upon by the shareholders. In such position, Executive
shall have such duties and authority as are reasonably accorded and expected of
a Chairman of the Board consistent with the bylaws of the Company and shall have
such other duties and authority as shall be reasonably determined from time to
time by the Board.
(b) Excluding periods of vacation and sick leave to which the
Executive is entitled, the Executive agrees to devote reasonable attention and
time during normal business hours to the business and affairs of the Company
and, to the extent necessary to discharge the
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responsibilities assigned to the Executive hereunder, to use reasonable best
efforts to perform faithfully and efficiently such responsibilities. The
Company recognizes that Executive does presently serve and in the future will
from time to time serve on the Board of Directors of other companies, charities
and civic associations. In addition, Executive does serve and is compensated
as Chief Executive Officer of Pacholder Associates, Inc. and may in the future
serve and be compensated as an officer or director of companies affiliated with
the Company. Compensation or remuneration received by the Executive as an
executive of Pacholder Associates, Inc. or of other affiliates or as a director
of unaffiliated companies shall be retained by Executive in addition to
compensation provided under this Agreement. It is expressly understood and
agreed that to the extent that any such activities have been conducted by the
Executive prior to the Effective Date, such prior conduct of activities, and
any subsequent conduct of activities similar in nature and scope shall not
thereafter be deemed to interfere with the performance of the Executive's
responsibilities to the Company.
4. COMPENSATION.
(a) Base Salary. During the Employment Period, the Executive shall
receive a base salary ("Base Salary") of $150,000 per annum payable
semi-monthly. During the Employment Period, the Base Salary shall be reviewed
at least annually and shall be increased at any time and from time to time to
reflect at a minimum increases in the cost of living and such other increases as
shall be consistent with increases in base salary awarded in the ordinary course
of business to other key executives. Any increase in the Base Salary shall not
serve to limit or reduce any other obligation to the Executive under this
Agreement. The Base Salary shall not be reduced after any such increase.
(b) Annual Bonus. In addition to the Base Salary, the Executive shall
be awarded, for each fiscal year during the Employment Period, an annual bonus
(an "Annual Bonus") (either pursuant to a bonus or incentive plan or program of
the Company or otherwise) in cash in such amount as shall be determined by the
Board. Each such Annual Bonus shall be payable in January of the fiscal year
next following the fiscal year for which the Annual Bonus is awarded, unless the
Executive shall otherwise elect to defer the receipt of such Annual Bonus.
(c) Incentive, Savings and Retirement Plans. In addition to the Base
Salary and Annual Bonus payable as hereinabove provided, the Executive shall be
entitled to participate, during the Employment Period, in all incentive, savings
and retirement plans and programs that may be adopted by the Board for other key
executives of the Company.
(d) Stock Options. In addition to the Base Salary and other benefits
accorded to Executive under this Agreement, Executive shall receive on the
Effective Date fully vested options exercisable for 30,000 shares of Common
Stock of the Company at an exercise price equal to the closing sales price of
the Common Stock on the NASDAQ National Market System on the Effective Date.
Such options shall be granted as incentive stock options to the extent
permissible under law and the terms of the 1994 Stock Option Plan. Executive
also shall be entitled to receive
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stock options in the future under the Company's then existing stock option
plans in an amount and under such terms as the Board of Directors or a
committee thereof shall determine.
(e) Welfare Benefit Plans. During the Employment Period, the
Executive and/or the Executive's family, as the case may be, shall be eligible
for participation in and shall receive all benefits under each welfare benefit
plan of the Company, including, without limitation, all medical, dental,
disability, group life, accidental death and travel accident insurance plans and
programs of the Company, as in effect immediately preceding the Effective Date
or as in effect at any time thereafter with respect to other key executives.
(f) Expenses. During the Employment Period, the Executive shall be
entitled to receive prompt reimbursement for all reasonable expenses incurred by
the Executive in accordance with the policies and procedures of the Company as
in effect immediately preceding the Effective Date or as in effect at any time
thereafter with respect to other key executives.
(g) Fringe Benefits. During the Employment Period, the Executive
shall be entitled to fringe benefits in accordance with the policies of the
Company as in effect immediately preceding the Effective Date or as in effect at
any time thereafter with respect to other key executives. Such fringe benefits
shall include the use of a luxury automobile at the Company's expense.
(h) Office and Support Staff. During the Employment Period, the
Executive shall be entitled to an office or offices of a size and with
furnishings and other appointments, and to secretarial and other assistance, at
least equal to those provided to the Executive immediately preceding the
Effective Date or as provided at any time thereafter with respect to other key
executives.
(i) Vacation. During the Employment Period, the Executive shall be
entitled to annual paid vacation that in no event shall be less than four weeks
per year.
5. TERMINATION.
(a) Death or Disabilities. This Agreement shall terminate
automatically upon the Executive's death. The Company may terminate this
Agreement, after having established the Executive's Disability (pursuant to the
definition of "Disability" set forth below), by giving to the Executive written
notice of its intention to terminate the Executive's employment. In such a
case, the Executive's employment with the Company shall terminate effective on
the 90th day after receipt of such notice (the "Disability Effective Date"),
provided that, within 90 days after such receipt, the Executive shall fail to
return to full-time performance of the Executive's duties. For purposes of this
Agreement, "Disability" means disability which, after the expiration of more
than 26 weeks after its commencement, is determined to be total and permanent by
a physician selected by the Company or its insurers and acceptable to the
Executive or the Executive's legal representative (such agreement to
acceptability not to be withheld unreasonably).
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(b) Cause. The Company may terminate the Executive's employment for
"Cause." For purposes of this Agreement, "Cause" means (i) an act or acts of
dishonesty taken by the Executive and intended to result in substantial personal
enrichment of the Executive at the expense of the Company or (ii) repeated
violations by the Executive of the Executive's obligations under Section 3 of
this Agreement which are demonstrably willful and deliberate on the Executive's
part and which result in material injury to the Company. If the Company wishes
to terminate the Executive's employment pursuant to clause (ii) above, the
Company shall first give written notice of its intention to the Executive which
notice shall set forth in reasonable detail the repeated violations which are
alleged by the Company, and the Executive shall have a 30-day period in which to
cure such violations prior to the expiration of which he may not be terminated
pursuant to such clause (ii).
(c) Good Reason. The Executive's employment may be terminated by the
Executive for Good Reason. For purposes of this Agreement, "Good Reason" means
(i) Executive ceasing for any reason to be the Chairman
of the Board of the Company, other than by death, disability or termination
by the Executive of employment with the Company other than for Good Reason;
(ii) (A) the assignment to the Executive of any duties
inconsistent in any respect with the Executive's position (including
status, offices, titles and reporting requirements), authority, duties or
responsibilities as contemplated by Section 3 of this Agreement or (B) any
other action by the Company which results in a diminishment in such
position, authority, duties or responsibilities, other than an
insubstantial and inadvertent action which is remedied by the Company
promptly after receipt of notice thereof given by the Executive;
(iii) any failure by the Company to comply with any of the
provisions of Section 4 of this Agreement, other than an insubstantial and
inadvertent failure which is remedied by the Company promptly after receipt
of notice thereof given by the Executive;
(iv) the Company's requiring the Executive to be based at any
office or location outside the greater Houston metropolitan area, except
for travel reasonably required in the performance of the Executive's
responsibilities;
(v) any purported termination by the Company of the Executive's
employment otherwise than as permitted by this Agreement, it being
understood that any such purported termination shall not be effective for
any purpose of this Agreement;
(vi) any failure by the Company to comply with and satisfy Section
11(c) of this Agreement; or
(vii) if Executive shall no longer be employed by the Company for any
reason within two years after the occurrence of a "Change of Control."
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For the purpose of this Agreement, a "Change of Control" shall mean a
change of control of the Company during the Employment Period (as defined in
Section 3 below) of a nature that would be required to be reported in response
to Item 1(a) of the Current Report on Form 8-K, as in effect on the date hereof,
pursuant to Section 13 or 15(d) of the Securities Exchange Act of 0000 (xxx
"Xxxxxxxx Xxx"); provided that, without limitation, such a "Change of Control"
shall be deemed to have occurred if:
(i) (A) the Company shall not be the surviving entity in any
merger, consolidation or other transaction (or survives only as a
subsidiary of an entity other than a previously wholly-owned subsidiary of
the Company) or (B) the shareholders of the Company prior to any such
merger, consolidation or other transaction do not continue to own at least
60% of the surviving entity;
(ii) the Company sells, leases or exchanges all or substantially
all of its assets to any other person or entity (other than a wholly-owned
subsidiary of the Company);
(iii) the Company is materially or completely liquidated;
(iv) a third person, including a "group" as such term is used in
Section 13(d)(3) of the Exchange Act, becomes the beneficial owner,
directly or indirectly, of (A) 50% or more of the combined voting power of
the Company's outstanding voting securities ordinarily having the right to
vote for the election of directors of the Company or (B) 20% or more of the
combined voting power of the Company's outstanding voting securities
ordinarily having the right to vote for the election of directors of the
Company if such acquisition is not approved by the Board of Directors then
in office immediately prior to the acquisition;
(v) any person (other than the Company) purchases any voting
securities of the Company in a tender or exchange offer with the intent,
express or implied, of purchasing or otherwise acquiring voting control of
the Company; or
(vi) during any consecutive two-year period, individuals who
constituted the Board of Directors of the Company (together with any new
directors whose election by the Board of Directors or whose nomination for
election by the Shareholders of the Company was approved by a vote of at
least three-quarters of the directors still in office who were either
directors at the beginning of such period or whose election or nomination
for election was previously so approved) cease for any reason to constitute
a majority of the Board of Directors then in office.
For purposes of this Section 6(c), any good faith determination of "Good
Reason" made by the Executive shall be conclusive.
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(d) Notice of Termination. Any termination by the Company for Cause
or by the Executive for Good Reason shall be communicated by Notice of
Termination to the other party hereto given in accordance with Section 12(b) of
this Agreement. For purposes of this Agreement, a "Notice of Termination" means
a written notice which (i) indicates the specific termination provision in this
Agreement relied upon, (ii) sets forth in reasonable detail the facts and
circumstances claimed to provide a basis for termination of the Executive's
employment under the provision so indicated and (iii) if the termination date is
other than the date of receipt of such notice, specifies the termination date
(which date shall be not more than 15 days after the giving of such notice).
(e) Date of Termination. "Date of Termination" means the date of
receipt of the Notice of Termination or any later date specified therein, as the
case may be. If the Executive's employment is terminated by the Company in
breach of this Agreement, the Date of Termination shall be the date on which the
Company notifies the Executive of such termination.
6. OBLIGATIONS OF THE COMPANY UPON TERMINATION.
(a) Death. If the Executive's employment is terminated by reason of
the Executive's death, this Agreement shall terminate without further
obligations to the Executive's legal representatives under this Agreement other
than those obligations accrued hereunder at the date of the Executive's death or
as specified in this paragraph. Anything in this Agreement to the contrary
notwithstanding, the Executive's family shall be entitled to receive benefits at
least equal to those provided by the Company to surviving families of executives
of the Company under such plans, programs and policies relating to family death
benefits, if any, as in effect at any time during the 90-day period immediately
preceding the Effective Date or, if more favorable to the Executive and/or the
Executive's family, as in effect at any time thereafter with respect to other
key executives and their families. In addition, any previously granted unvested
options received by the Executive pursuant to any stock option plans of the
Company prior to his death shall become immediately vested and fully exercisable
by Executive's estate for the full term of the original grant of the option or
options to the extent permissible by the option plan or plans, notwithstanding
any provisions regarding exercisability provided therein.
(b) Disability. If the Executive's employment is terminated by reason
of the Executive's Disability, the Executive shall be entitled after the
Disability Effective Date to his Base Salary for a three-year period commencing
with the Disability Effective Date and shall receive such other benefits at
least equal to those provided by the Company to disabled employees and/or their
families in accordance with such plans, programs and policies relating to
disability, if any, as in effect during the 90-day period immediately preceding
the Effective Date or, if more favorable to the Executive and/or the Executive's
family, as in effect at any time thereafter with respect to other key executives
and their families. In addition, any previously granted unvested options
received by the Executive pursuant to any stock option plans of the Company
prior to Executive's Disability shall become immediately vested and fully
exercisable by Executive or his estate for the full term of the original grant
of the option or options to the extent permissible by the option plan or plans,
notwithstanding any provisions regarding exercisability provided therein.
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(c) Cause. If the Executive's employment shall be terminated for
Cause, the Company shall pay the Executive his full Base Salary through the Date
of Termination at the rate in effect at the time Notice of Termination is given
and shall have no further obligations to the Executive under this Agreement.
(d) Good Reason; Other Than for Cause or Disability. If, during the
Employment Period, the Company shall terminate the Executive's employment other
than for Cause or Disability, or the employment of the Executive shall be
terminated by the Executive for Good Reason:
(i) the Company shall pay to the Executive in a lump sum in cash
within 10 days after the Date of Termination the aggregate of the following
amounts:
(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;
(B) the product of (x) the greater of the highest Annual
Bonus paid to the Executive during the Employment Period and 50% of
the Executive's Base Salary in the year of termination and (y) the
fraction obtained by dividing (i) the number of days which Executive
has been employed during a particular year by (ii) 365; and
(C) three times the sum of (x) the Executive's annual Base
Salary at the rate in effect at the time Notice of Termination was
given and (y) the greater of the highest Annual Bonus paid to the
Executive during the Employment Period and 50% of the Executive's Base
Salary in the year of termination;
(ii) any previously granted unvested options received by Executive
pursuant to any stock option plans of the Company prior to such termination
shall become immediately vested and fully exercisable by Executive or by
Executive's estate for the full term of the original grant of the option or
options to the extent permissible by the option plan or plans,
notwithstanding any provisions to the contrary provided in such stock
option plans or agreements;
(iii) the Company shall, promptly upon submission by the Executive
of supporting documentation, pay or reimburse to the Executive any costs
and expenses (including moving and relocation expenses) paid or incurred by
the Executive which would have been payable under Section 4(f) if the
Executive's employment had not terminated; and
(iv) for a period of three years after the Date of Termination,
the Company shall continue benefits to the Executive and/or the Executive's
family at least equal to those which would have been provided to them in
accordance with the plans, programs and policies described in Sections 4(e)
and 4(g) of this Agreement (or, if more
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favorable to Executive, as in effect at any time thereafter with respect to
other key employees) if the Executive's employment had not been terminated.
In addition, Executive shall be entitled to receive the luxury automobile
provided to him under Section 4(g) of this Agreement.
7. NON-EXCLUSIVITY OF RIGHTS. Nothing in this Agreement shall
prevent or limit the Executive's continuing or future participation in any
benefit, bonus, incentive or other plan or program provided by the Company or
any of its affiliated companies and for which the Executive may qualify, nor
shall anything herein limit or otherwise affect such rights as the Executive may
have under any stock option or other agreements with the Company or any of its
affiliated companies. Amounts which are vested benefits or which the Executive
is otherwise entitled to receive under any plan or program of the Company or any
of its affiliated companies at or subsequent to the Date of Termination shall be
payable in accordance with such plan or program.
8. FULL SETTLEMENT. The Company's obligation to make the payments
provided for in this Agreement and otherwise to perform its obligations
hereunder shall not be affected by any circumstances, including, without
limitation, any set-off, counterclaim, recoupment, defense or other right which
the Company may have against the Executive or others. In no event shall the
Executive be obligated to seek other employment by way of mitigation of the
amounts payable to the Executive under any of the provisions of this Agreement.
The Company agrees to pay, to the full extent permitted by law, all legal fees
and expenses which the Executive may reasonably incur as a result of any contest
(regardless of the outcome thereof) by the Company or others of the validity or
enforceability of, or liability under, any provision of this Agreement or any
guarantee of performance thereof or as a result of any contest by the Executive
against the amount of any payment pursuant to Section 9 of this Agreement, plus
in each case interest, compounded quarterly, on the total unpaid amount
determined to be payable under this Agreement, such interest to be calculated at
a rate equal to 2% in excess of the prime commercial lending rate published in
the Wall Street Journal in effect from time to time during the period of such
nonpayment.
9. CERTAIN ADDITIONAL PAYMENTS BY THE COMPANY. Notwithstanding
anything to the contrary in this Agreement, in the event that any payment or
distribution by the Company to or for the benefit of Executive, whether paid or
payable or distributed or distributable pursuant to the terms of this Agreement
or otherwise (a "Payment") would be subject to the excise tax imposed by Section
4999 of the Internal Revenue Code of 1986, as amended, or any interest or
penalties with respect to such excise tax (such excise tax, together with any
such interest or penalties, are hereinafter collectively referred to as the
"Excise Tax"), the Company shall pay to Executive an additional payment (a
"Gross-up Payment") in an amount such that after payment by Executive of all
taxes (including any interest or penalties imposed with respect to such taxes),
including any Excise Tax imposed on any Gross-up Payment, Executive retains an
amount of the Gross-up Payment equal to the Excise Tax imposed upon the
Payments. The Company and Executive shall make an initial determination as to
whether a Gross-up Payment is required and the amount of any such Gross-up
Payment. Executive shall notify the Company immediately in writing of any claim
by the Internal Revenue Service which, if successful, would require the Company
to make a Gross-up Payment (or a Gross-up Payment in excess of that, if any,
initially determined by the
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Company and Executive) within five days of the receipt of such claim. The
Company shall notify Executive in writing at least five days prior to the due
date of any response required with respect to such claim if it plans to contest
the claim. If the Company decides to contest such claim, Executive shall
cooperate fully with the Company in such action; provided, however, the Company
shall bear and pay directly or indirectly all costs and expenses (including
additional interest and penalties) incurred in connection with such action and
shall indemnify and hold Executive harmless, on an after-tax basis, for any
Excise Tax or income tax, including interest and penalties with respect
thereto, imposed as a result of the Company's action. If, as a result of the
Company's action with respect to a claim, Executive receives a refund of any
amount paid by the Company with respect to such claim, Executive shall promptly
pay such refund to the Company. If the Company fails to timely notify
Executive whether it will contest such claim or the Company determines not to
contest such claim, then the Company shall immediately pay to Executive the
portion of such claim, if any, which it has not previously paid to Executive.
10. CONFIDENTIAL INFORMATION. The Executive shall hold in a fiduciary
capacity for the benefit of the Company all secret or confidential information,
knowledge or data relating to the Company or any of its affiliated companies,
and their respective businesses, which shall have been obtained by the Executive
during the Executive's employment by the Company and which shall not be public
knowledge (other than by acts by the Executive or his representatives in
violation of this Agreement). After termination of the Executive's employment
with the Company and continuing for a period of one year, the Executive shall
not, without the prior written consent of the Company, communicate or divulge
any such information, knowledge or data to anyone other than the Company and
those designated by it. In no event shall an asserted violation of the
provisions of this Section 10 constitute a basis for deferring or withholding
any amounts otherwise payable to the Executive under this Agreement.
11. SUCCESSORS.
(a) This Agreement is personal to the Executive and without the prior
written consent of the Company shall not be assignable by the Executive
otherwise than by will or the laws of descent and distribution. This Agreement
shall inure to the benefit of and be enforceable by the Executive's legal
representatives.
(b) This Agreement shall inure to the benefit of and be binding upon the
Company and its successors.
(c) In the event of a Change of Control, any parent company or
successor shall, in the case of a successor, by an agreement in form and
substance satisfactory to the Executive, expressly assume and agree to perform
this Agreement and, in the case of a parent company, by an agreement in form and
substance satisfactory to the Executive, guarantee and agree to cause the
performance of this Agreement, in each case, in the same manner and to the same
extent as the Company would be required to perform if no Change of Control had
taken place.
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12. MISCELLANEOUS.
(a) This Agreement shall be governed by and construed in accordance
with the laws of the State of Texas, without reference to principles of conflict
of laws. The captions of this Agreement are not part of the provisions hereof
and shall have no force or effect. This Agreement may not be amended or
modified otherwise than by a written agreement executed by the parties hereto or
their respective successors and legal representatives.
(b) All notices and other communications hereunder shall be in writing
and shall be given by hand delivery to the other party or by registered or
certified mail, return receipt requested, postage prepaid, addressed as follows:
If to the Executive:
Xx. Xxxxx 0. Pacholder
19 Windemere
Xxxxxxx, Xxxxx 00000
If to the Company:
ICO, Inc.
Northborough Tower
000 Xxxxxxxxxxx Xxxxx, Xxxxx 000
Xxxxxxx, Xxxxx 00000
or to such other address as either party shall have furnished to the other in
writing in accordance herewith. Notice and communications shall be effective
when actually received by the addressee.
(c) The invalidity or unenforceability of any provision of this
Agreement shall not affect the validity or enforceability of any other provision
of this Agreement.
(d) The Company may withhold from any amounts payable under this
Agreement such Federal, state or local taxes as shall be required to be withheld
pursuant to any applicable law or regulation.
(e) This Agreement contains the entire understanding of the Company and
the Executive with respect to the subject matter hereof.
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IN WITNESS WHEREOF, the Executive has hereunto set his hand and, pursuant
to the authorization from its Board of Directors, the Company has caused these
presents to be executed in its name on its behalf, all as of the day and year
first above written.
/s/ Xxxxx 0. Pacholder
-----------------------------------
XX. XXXXX 0. PACHOLDER
ICO, INC.
By /s/ Xxx X. Xxxx
--------------------------------
Name: Xxx X. Xxxx
Title: Controller/Treasurer
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FIRST AMENDMENT TO EMPLOYMENT AGREEMENT
This Employment Agreement between ICO, Inc., a Texas corporation (the
"Company"), and XXXXX X. XXXXXXXXX (the "Executive") dated this 1st day of
April, 1995 is hereby amended as follows:
Paragraph 2 is hereby deleted in its entirety and the following
paragraph 2 substituted in its place instead.
"EMPLOYMENT PERIOD. Unless sooner terminated pursuant to the
other provisions hereof, the Company agrees to employ
Executive for a period beginning with the Effective Date of
this Agreement and terminating December 31, 2001. Said term
of employment shall be extended automatically from day to day
until such time as either party shall give written notice to
the other that no further such automatic extensions shall
occur, in which event Executive's employment shall terminate
on a date five years after such notice has been received. As
used herein, the term "Employment Period" shall mean the
period beginning on the Effective Date and ending on the date
the Executive's employment terminates."
Except as amended by this first amendment all other provisions of the
Xxxxx X. Xxxxxxxxx Employment Agreement are hereby ratified and reaffirmed.
IN WITNESS WHEREOF, the Executive has hereunto set his hand and,
pursuant to the authorization from the Compensation Committee of its Board of
Directors, the Company has caused these presents to be executed in its name on
its behalf, this 14th day of June, 1996.
/s/ Xxxxx X. Xxxxxxxxx
------------------------------------------
XXXXX X. XXXXXXXXX
ICO, INC.
By /s/ Xxx X. Xxxx
----------------------------------------
Name: Xxx X. Xxxx
Title: Treasurer
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SECOND AMENDMENT TO EMPLOYMENT AGREEMENT
The Employment Agreement (the "Agreement") between ICO, Inc. a Texas
corporation (the "Company") and Xxxxx X. Xxxxxxxxx (the "Executive") dated
April 1, 1995, as amended by the First Amendment to Employment Agreement dated
June 14, 1996, is amended hereby as follows:
Paragraph 4(a) of the Agreement is deleted in its entirety and the
following paragraph 4(a) substituted in its place.
(a) Base Salary. During the Employment Period and
commencing on January 1, 1997, the Executive shall receive a base salary ("Base
Salary") of $310,000 per annum payable bi-weekly. During the Employment
Period, the Base Salary shall be reviewed at least annually and shall be
increased at any time and from time to time to reflect at a minimum, increases
in the cost of living and such other increases as shall be consistent with
increases in base salary awarded in the ordinary course of business to other
key executives. Any increase int he Base Salary shall not serve to limit or
reduce any other obligation to the Executive under this Agreement. The Base
Salary shall not be reduced after any such increase.
Except as amended by this second amendment, all other provisions of
the Agreement hereby are ratified and affirmed.
In witness whereof, the Executive has set her hand hereunto, and
pursuant to the authorization from the compensation Committee of the Board of
Directors, the Company has caused these presents to be executed in its name on
its behalf, this 7th day of February, 1997.
-------------------
/s/ Xxxxx X. Xxxxxxxxx
------------------------------------------
Xxxxx X. Xxxxxxxxx
ICO, INC.
By: /s/ Xxx X. Xxxx
---------------------------------------
Name: Xxx X. Xxxx
Title: Senior Vice President and Treasurer
