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EXHIBIT 10.21
AMENDED AND RESTATED
EMPLOYMENT AGREEMENT
This Amended and Restated Employment Agreement between ICO, Inc., a
Texas corporation ( the "Company"), and XXXXX X. XXXXXX (the "Executive") is
dated this 4th day of September, 1998.
RECITALS:
Executive currently serves as Executive Vice President of the Company
and President - ICO Worldwide, Inc.
Executive executed an employment agreement with the Company on January
7, 1998.
The Company desires to execute this amended and restated employment
agreement with Executive that will supersede and replace the prior employment
agreement.
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 September 3rd , 2000.
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 two 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 Executive Vice President of the Company and President - ICO Worldwide,
Inc. In such position, Executive shall have such duties and authority as are
reasonably accorded and expected of an Executive Vice President and President
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
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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, and may be compensated in such capacities. Compensation or
remuneration received by the Executive as an officer or director of any 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 $200,000 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 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.
(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
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the Effective Date or as in effect at any time thereafter with respect to other
key executives. Said benefits shall include, but not be limited to, use at all
times of a Company vehicle. The Company shall be responsible for all
maintenance, repairs and fuel charges. The vehicle shall be a luxury automobile
such as a Lexus LS400 or a comparable vehicle, to be replaced as reasonably
necessary.
(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
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
Executive Vice President of the Company and President, ICO Worldwide,
Inc., 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
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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, xxxxxxx dation 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
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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.
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
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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 two-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.
(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 the particular fiscal
year in which termination occurs by (ii) 365; and
(C) two 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 during the particular fiscal year
in which termination occurs ;
(ii) any previously granted unvested options received by
Executive pursuant
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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 two 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.
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
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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.
10. NONDISCLOSURE COVENANT. In the performance of duties under this
Agreement, Employee shall learn Confidential Information of the Company.
Employee acknowledges the Confidential Information obtained or developed in the
course of employment with the Company remains the property of the Company.
Employee acknowledges that the Company has invested substantial sums in the
development of the Company's Confidential Information.
As used herein, the term "Confidential Information" shall mean any written or
unwritten information which specifically related to and/or is used in the
business of the Company (including without limitation, the services, processes,
designs, plans, methods of operation, developments, financial information,
market information or plans in development, trade secrets, know-how, and the
customers, suppliers and others with whom the Company does or has in the past
done business, regardless of when and by whom such information was developed or
acquired) which the Company deems confidential and proprietary, which is
generally not known to the public, and which gives or tends to give the Company
a generally competitive advantage over persons who do not possess such
information or the secrecy of which is otherwise of value to the Company in the
conduct of the Business; provided, however, that "Confidential Information"
shall not include general industry information or information which is publicly
available or information which the Company has lawfully acquired from a source
other than the Business. Employee acknowledges that the Confidential Information
is novel, proprietary to and of considerable value to the Company.
During his employment and after the termination of the relationship, Employee
covenants and agrees that he will not, directly or indirectly, disclose or
communicate to any person or entity any Confidential
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Information of the Company ("Nondisclosure Covenant"), except as may be
necessary for the discharge of his duties under this agreement. This
Nondisclosure Covenant has no geographic or territorial restriction or
limitation and applies no matter where Employee may be located in the future or
whether he remains employed with the Company.
11. NON-COMPETE COVENANT. Employee agrees that during Employee's
employment with the Company and for two (2) years following the termination of
Employee's employment with the Company and/or Company's affiliates for any
reason, Employee will not, either for himself or through any other person, firm
or corporation, directly or indirectly:
a. perform services as an employee, officer, director or independent
contractor for any Competing Enterprise (as defined below) nor be
an owner, shareholder (except for the ownership by Employee of
less than five percent (5%) of the equity securities of any
publicly-traded company), agent or partner or serve in an
executive position with any Competing Enterprise within the
United States or Canada (or both);
b. call on or otherwise communicate with any customer or prior
customer of the Company and/or Company's affiliates, including
any respective successors and assigns, for the purpose of
soliciting business for someone other than for the Company and/or
Company's affiliates in a Competing Enterprise; and
c. do anything to interfere with the normal operation of the
Company's business, including without limitation any effort to
solicit any employees of the Company or acquire an ownership
interest in a Competing Enterprise;
For purposes of this Paragraph 11, the term "Competing Enterprise" shall mean
any person or any business organization of whatever form, excluding the Company
and/or the Company's affiliates, engaged directly or indirectly within a
200-mile radius of any Company facility, now or then existing, of the Company
and/or Company's affiliates in any business or enterprise which involves the
Business, including the inspection and reconditioning new and used oil country
tubular goods as conducted by ICO and/or its affiliates.
For the purposes of Paragraphs 10, 11, and 12, the phrase "Company and/or
Company's affiliates" shall mean ICO, Inc. and any parent, affiliate, and any
direct or indirect subsidiary thereof, including successors and assigns.
12. BREACH OF NONDISCLOSURE OR NON-COMPETE COVENANTS. In the event
that Employee, either directly or indirectly, breaches, violates or fails to
fully perform his obligations under Paragraphs 10 or 11 (hereinafter referred to
in this paragraph as a "breach"), Employee acknowledges and agrees that each
such breach will cause immediate and irreparable harm to the Company in a manner
that cannot be measured nor adequately compensated in damages.
Employee has carefully considered the nature and extent of the restrictions upon
him and the rights and remedies conferred upon the Company under this Agreement,
and hereby acknowledges and agrees that the same are reasonable with respect to
scope, duration and geographical area, are designed to protect the legitimate
business interests of the Company, and do not confer benefits upon the Company
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disproportionate to the detriment of Employee.
The Company and Employee further agree that, in the event of any such breach and
in addition to any and all other remedies that it may have at law or in equity,
the Company shall be entitled to temporary, preliminary and permanent injunctive
relief to restrain such breach by Employee, and to recover all costs and
expenses, including reasonable attorneys' fees, of any proceedings brought to
obtain such injunctive relief. Employee agrees to waive any objection to, or
defense in respect of, the Nondisclosure Covenant and/or the scope, duration or
geographical area of the Non-Compete Covenant as set forth in Paragraphs 10 and
11 hereof, respectively. Nothing contained in this paragraph shall restrict or
limit in any manner the Company's right to seek and obtain any form of relief,
legal or equitable, in an action brought to enforce its rights hereunder.
13. 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.
14. 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:
Xxxxx X. Xxxxxx
00000 Xxxxxxxx Xxxxx
Xxxxxxx, Xxxxx 00000
If to the Company:
ICO, Inc.
00000 Xxxxxxxxxx, Xxxxx 0000
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 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 X. Xxxxxx
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XXXXX X. XXXXXX
ICO, INC.
By: /s/ Xx X. Xxxxxxxxx
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Name:
Title:
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