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EMPLOYMENT AGREEMENT
This Employment Agreement between ICO, INC., a Texas corporation (the
"Company"), and XXXXXX XXXXXXXXX (the "Executive") is dated this 1st day of
April, 1995.
RECITALS:
Executive has served on the Board of Directors of the Company since
1993 and the Company has relied heavily on her 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 President and Chief Executive Officer of the Company. In such
position, Executive shall have such duties and authority as are reasonably
accorded and expected of a President and Chief Executive Officer 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 responsibilities assigned
to the Executive hereunder, to use reasonable best efforts to perform
faithfully and efficiently such responsibilities. The Company recognizes that
Executive may in the future serve as a director or as an officer of other
companies, charities and civic associations,
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including, without limitation, Pacholder Associates, Inc., and may be
compensated in such capacities. Compensation or remuneration received by the
Executive as an officer or director of Pacholder Associates, Inc. or other
entity shall be retained by Executive in addition to compensation provided
under this Agreement.
4. COMPENSATION.
(a) Base Salary. During the Employment Period, the
Executive shall receive a base salary ("Base Salary") of $175,000 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 also shall
be entitled to receive 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.
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(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.
(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 Disability. 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).
(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
she 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
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(i) Executive ceasing for any reason to be the
President and Chief Executive Officer 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."
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;
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(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.
(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.
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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 her 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 her 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 her 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.
(c) Cause. If the Executive's employment shall be
terminated for Cause, the Company shall pay the Executive her 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:
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(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 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.
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.
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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 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.
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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 her
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.
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:
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If to the Executive:
Xxxxxx Xxxxxxxxx
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.
IN WITNESS WHEREOF, the Executive has hereunto set her 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/ Xxxxxx X. Xxxxxxxxx
---------------------------------------------
XXXXXX XXXXXXXXX
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 XXXXXX 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
Xxxxxx X. Xxxxxxxxx Employment Agreement are hereby ratified and reaffirmed.
IN WITNESS WHEREOF, the Executive has hereunto set her 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/ Xxxxxx X. Xxxxxxxxx
---------------------------------------------
XXXXXX 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 Xxxxxx 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 $325,000 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/ Xxxxxx X. Xxxxxxxxx
-------------------------------------------
Xxxxxx X. Xxxxxxxxx
ICO, INC.
By: /s/ Xxx X. Xxxx
----------------------------------------
Name: Xxx X. Xxxx
Title: Senior Vice President and Treasurer
