Mr. Derek Bristow Via Delle Viole 4c Santa Maria Di Negrar Verona Italy Houston, Texas USA, 6 July 2005 Re.: Extension of and Modification to agreement dated 18 July 2003 Dear Mr. Bristow:
Exhibit
10.3
ICO
Europe BV
Xxxxxx
00, P.O. Box 5187
NL-3295
ZH ’s-Gravendeel,
The
Netherlands
x00
00-000-0000
Xx.
Xxxxx
Xxxxxxx
Xxx
Xxxxx
Xxxxx 0x
Xxxxx
Xxxxx Xx Xxxxxx
Xxxxxx
Xxxxx
Houston,
Texas USA, 6 July 2005
Re.:
Extension of and Modification to agreement dated 18 July
2003
Dear
Xx.
Xxxxxxx:
We
are
happy to confirm to you that our Company wishes to continue your appointment
in
the position of Managing Director of ICO Polymers Italy Srl (formerly known
as
Verplast Srl) (“ICO Polymers Italy”), our Italian subsidiary, and as a Managing
Director of ICO Europe BV, and on behalf of ICO, Inc. as the Group President
of
ICO, Inc.’s European division, ICO Europe.
Your
appointment will continue for a two-year period from 18 July 2005. This
agreement is considered an extension of and modification to our agreement dated
18 July 2003. We
will
invite the ICO Polymers Italy Shareholders' Meeting to confirm your continued
appointment to the Board of that company for an additional two-year period.
We
will
also invite ICO Polymers Italy Shareholders'
Meeting and its Board of Directors to grant you with the following:
Remuneration
and Benefits
| 1. |
a
yearly gross compensation (“base salary”) consisting of the sum of
€
65,120 plus $ 182,685 New Zealand Dollars (NZD) (representing € 97,680
converted to NZD at the Exchange Rate1),
paid in twelve equal monthly installments (which base salary may
be
amended by mutual written agreement of the
parties);
|
| 2. |
reimbursement
of your annual property management fees actually incurred in New
Zealand
(not to exceed Euro 1000 per year);
|
| 3. |
a
one-time tax equalization payment, relating to 2004 compensation,
of NZ $
77,516 (representing € 41,447 converted at the Exchange Rate (this amount
is payable following the execution of this
agreement);
|
1 As
used
in this Agreement, the capitalized term “Exchange Rate” means the NZD/Euro
exchange rate of 1.87024, which was the exchange rate in effect on September
7,
2004.
Xxxxx
Xxxxxxx
6
July
2005
Page
2
| 4. |
a
one-time payment of NZ 4,369 (representing € 2,336, converted at the
Exchange Rate) (this amount is intended to compensate for the exchange
rate loss that would not have occurred if you had been paid the
above base
salary, partially in NZD, since September 7, 2004);
|
| 5. |
a
tax equalization payment relating to 2005 compensation, which cannot
be
determined until the conclusion of calendar 2005, but is currently
estimated at (and not to exceed) € 65,475, assuming you continue to serve
in your current position throughout calendar 2005 (this amount will
be
payable during calendar year 2006 after Deloitte Tax or a comparable
outside accounting firm has computed your Italian taxes due for calendar
2005 and the taxes that would have been due on an equivalent income
in New
Zealand);
|
| 6. |
full
refund of reasonable round trip travel expenses for you, your wife,
and
each of your three children to travel roundtrip between Italy and
New
Zealand or Australia once per year;
|
| 7. |
continuation
of your private health insurance in New Zealand, with reasonable
and
customary coverages and deductibles or copayments, for you, your
wife,
your two daughters, and your son, plus reimbursement for travel to
New
Zealand necessitated by any surgery or other emergency or unexpected
and
necessary medical procedures to be performed in New Zealand, and
reimbursement for reasonable and necessary emergency medical expenses
incurred in Europe, to the extent not covered by
insurance;
|
| 8. |
a
one-time “back-pay” contribution into your New Zealand superannuation fund
totaling NZ $ 41,968 (representing € 22,440 converted at the Exchange
Rate), intended to compensate for the lack of contributions during
the
time periods since July 2003;
|
| 9. |
going
forward, matching your contributions to the New Zealand superannuation
fund, up to 8% of your base salary per
annum;
|
| 10. |
payment
of tuition and fees for your youngest child to attend the American
School
of Milan, or a comparable school for English speaking
students;
|
| 11. |
you
may qualify to receive annual bonus for FY 2005 pursuant to the terms
of
the ELT Incentive Compensation
Plan;
|
| 12. |
entitlement
to the use of a fully expensed company
car;
|
Professional
Fees
| 13. |
payment
of advice and costs of Deloitte Tax (or a comparable accounting firm
approved by ICO Polymers Italy) related to filing your tax returns
for
2004, 2005, 2006, and 2007 (provided that you have been working in
Italy
for the Company during the relevant time
periods);
|
| 14. |
payment
for obtaining and renewing work and temporary residence permits for
you
and your family;
|
Repatriation
Expenses
| 15. |
upon
conclusion of your service in Italy, payment of or reimbursement
for (a)
return flights to New Zealand or your alternative new residence for
each
of your immediate family members; (b) reasonable moving expenses;
and (c)
reasonable expenses incurred for storage of household goods and personal
effects for up to two months.
|
Xxxxx
Xxxxxxx
6
July
2005
Page
3
Early
Repatriation
| 16. |
Should
you determine that for personal reasons you require repatriation
prior to
the expiration of the two-year period, you agree to provide ICO Polymers
Italy with at least three months prior written notice of your intention
to
relinquish your position, and you shall be entitled to receive pro-rated
compensation and benefits earned through your last date of service
in
Italy (including pro-rated base salary and tax equalization compensation),
plus the costs of preparing Italian tax returns for all periods that
you
resided in Italy serving ICO Polymers Italy, and all repatriation
expenses
described above.
|
Bonus
Payments
| 17. |
It
is agreed that any annual incentive bonus payable under the ELT Incentive
Compensation Plan or any other performance-based or incentive compensation
paid to you that is calculated in Euros shall be converted to NZD
at the
Exchange Rate and paid to you in NZD.
|
The
intent of the “tax equalization” obligation set forth in clauses 3 and 5 above
is to ensure that your effective tax burden while working in Italy is
approximately the same as it would have been if you had been working in New
Zealand during the same time period earning the same compensation, recognizing
that the effective tax rates are significantly higher in Italy than in New
Zealand.
ICO
Polymers Italy shall continue to pay or reimburse your reasonable and necessary
business expenses, including vehicle and mobile phone expenses, per the 18
July
2003 agreement. Furthermore, all other provisions in the agreement dated 18
July
2003, including without limitation the confidentiality and non-competition
provisions, remain in force and effect, except to the extent that any terms
in
this letter directly conflict, in which case the terms of this 6 July 2005
letter shall govern.
If
the
above is consistent with our understandings, please execute a copy of this
letter duly signed for unconditional acceptance.
Best regards,
/s/
Xxx X. Xxxx
Xxx
X. Xxxx
Managing Director
ICO Europe, B.V.
For
unconditional acceptance:
_____25
July 2005
Xxxxx
Xxxxxxx
/s/ Xxxxx
Xxxxxxx
