EXHIBIT 10.3
AGREEMENT
This Agreement (this "Agreement") is entered into by and between ICO, Inc.,
a Texas corporation, and its subsidiaries and affiliates ("Company"), and
Xxxxxxx X. Xxxxxx ("Xxxxxx"), to be effective June 18, 2003 (the "Effective
Date").
WHEREAS, Xxxxxx resigned from his employment and positions with the
Company, effective July 17, 2003;
WHEREAS, in connection with the termination of Xxxxxx'x employment
relationship with the Company, the Company is contractually obligated to pay
Xxxxxx the sum of $247,500 (the "Severance Payment"), and no more or less than
that amount, and the parties desire to enter into an agreement regarding timing
of the severance payment; and
WHEREAS, the parties desire to enter into a consulting agreement, pursuant
to which Xxxxxx may provide consulting services on an independent contractor
basis following the termination of his employment with Company;
NOW, THEREFORE, for and in consideration of the mutual promises, covenants,
and obligations contained herein, Company and Xxxxxx agree as follows:
1. Timing of Severance Payment: The parties agree that the Severance Payment
shall be paid out over a six-month period, as follows:
Amount Date of Payment
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$82,500: Immediately upon Company's receipt of this Agreement,
executed by Xxxxxx.
$27,500 August 15, 2003
$27,500 September 15, 2003
$27,500 October 15, 2003
$27,500 November 17, 2003
$27,500 December 15, 2003
$27,500 January 15, 2004
In addition to the above-referenced Severance Payment, Company agrees
to pay up to $10,000 of Xxxxxx'x legal fees incurred with Xxxxxx Xxxxxxx
and/or the law firm Xxxxxxxxxx Xxxxxx & Xxxxxxx LLP. for services provided
on or before the date of this Agreement.
2. Consulting Agreement
During the six month period following the Effective Date of this
Agreement, or until Xxxxxx accepts full-time employment with another
company, whichever occurs first, the following shall apply:
a) Xxxxxx shall provide Company with consulting advice and services on
mutually agreed topics on an as-needed basis. The Company shall have
no obligation to pay Xxxxxx any consulting service fees unless
expressly agreed to in writing by Company. Xxxxxx acknowledges and
agrees that, unless otherwise agreed to in writing by the Company, the
consideration set forth in paragraphs 2(b) and 2(c) constitutes
consideration for any consulting services performed by Xxxxxx. The
Company and Xxxxxx agree that as a consultant Xxxxxx will be an
independent contractor.
b) Company shall provide Xxxxxx with the use of an office and a phone
line at Company's corporate offices, e-mail via Company's server, use
of a cell phone, and use of a laptop computer. Xxxxxx shall be
responsible for monthly cell phone charges in excess of $200 per
month, unless expressly agreed to in writing by Company. Xxxxxx'x
out-of-pocket and other expenses incurred in connection with the
provision of consulting services shall not be paid or reimbursed by
the Company unless expressly agreed to in writing by the Company prior
to Xxxxxx'x incurring same.
c) Company shall pay or reimburse Xxxxxx for the cost of COBRA for
continuance of health and dental insurance coverages for Xxxxxx and
his children.
IN WITNESS WHEREOF, Company and Xxxxxx have duly executed this Agreement in
multiple originals to be effective on the Effective Date.
ICO, Inc.
/s/ Xxx X. Xxxx
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Xxx X. Xxxx
Chief Financial Officer and
Interim Chief Executive Officer
/s/ Xxxxxxx X. Xxxxxx
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Xxxxxxx X. Xxxxxx
