Summary Information Employee: Name Location: xx Date of Grant: ___, 20__ ESOP: 19__ Exercise Price: $x.xx/Share Expiration: earlier of xxx or 3 months post termination Total # Shares subject to grant: xxx Vesting: xxx Shares vest on ____, 20__
Exhibit
10.2
Summary
Information
Employee:
Name
Location:
xx
Date
of
Grant: ___,
20__
ESOP:
19__
Exercise
Price: $x.xx/Share
Expiration:
earlier of xxx
or 3
months post termination
Total
#
Shares subject to grant: xxx
Vesting:
xxx
Shares
vest on ____,
20__
xxx
Shares
vest on ____,
20__
This
AGREEMENT is made and effective this x
day of
xxx,
2005
(the
“Date of Grant”), between ICO, Inc., a Texas corporation (the “Company”), and
Name
(“Employee”), an employee of Company or one of its subsidiaries.
To
carry
out the purposes of ICO, Inc.’s 19XX
STOCK
OPTION PLAN, (the “Plan”), by affording Employee the opportunity to purchase
shares of the common stock of the Company (“Shares”), and in consideration of
the mutual agreements and other matters set forth herein and in the Plan, the
Company and Employee hereby agree as follows:
1. Grant
of Option.
The
Company hereby irrevocably grants to Employee the right to purchase all or
any
part of an aggregate of xxx
Shares
(such right to purchase xxx
Shares
at the purchase price set forth in paragraph 2 below being referred to herein
as
this “Option”), on the terms and conditions set forth herein and in the Plan, as
such Plan may be amended or supplemented from time to time, and which Plan
is
incorporated herein by reference as a part of this Agreement. This Option is
intended to constitute an incentive stock option (“ISO”), within the meaning of
Section 422(b) of the Internal Revenue Code of 1986, as amended (the “Code”), to
the maximum extent permitted under the Code. Employee acknowledges that only
a
portion of this Option may qualify as an ISO due to the limitations set forth
in
section 422(d) of the Code.
2. Purchase
Price.
The
purchase price of the Shares that may be purchased by Employee pursuant to
the
exercise of this Option shall be $xxx
per
Share, which has been determined to be not less than the fair market value
of
the Shares on the Date of Grant of this Option. For the purpose of this
Agreement, the “fair market value” of the Shares shall be determined in
accordance with the definition of “fair market value” contained in the Plan.
3. Exercise
of Option.
Subject
to the earlier expiration of this Option as set forth below, this Option may
be
exercised in full or part, by written notice to the Company at its principal
executive office addressed to the attention of its General Counsel, at any
time
and from time to time after the Date of Grant hereof, but, except as otherwise
provided below, this Option shall not be exercisable for more than a percentage
of the aggregate number of Shares offered by this Option determined by the
number of full years from the Date of Grant to the date of such exercise, in
accordance with the following vesting schedule:
1
of 3
|
Number
of Full Years
Following
the Date of Grant
|
Percentage
of Shares
That
May Be Purchased
|
|
Less
than 1 year (vest on Date of Grant)
|
xx%
(xxx
Shares)
|
|
1
year (vest on 1st
anniversary of Date of Grant)
|
xx%
(xxx
Shares)
|
|
2
years (vest on 2nd
anniversary of Date of Grant)
|
xx%
(xxx
Shares)
|
Furthermore,
in order to exercise this Option or any portion thereof, Employee must be an
employee of the Company or of a subsidiary of the Company at all times during
the period beginning on the Date of Grant and ending on the day three months
before the date of exercise. This Option shall not be exercisable in any event
after the expiration of the earlier of: (a) ten (10) years from the Date of
Grant hereof, or (b) the first business day following expiration of the three
month period after the date when Employee ceases to be an employee of the
Company or any subsidiary of the Company. Furthermore, any options that have
not
vested prior to the date of Employee’s termination of employment shall not be
exercisable. The purchase price of shares as to which this Option is exercised
shall be paid as provided under the provisions of the Plan.
4. Withholding
of Tax.
To the
extent that the exercise of this Option or the disposition of Shares acquired
by
exercise of this Option results in compensation income or wages to Employee
for
federal, state, or local tax purposes, Employee shall deliver to the Company
at
the time of such exercise or disposition such amount of money or Shares as
the
Company may require to meet its obligations under applicable tax laws or
regulations, and, if Employee fails to do so, the Company is authorized to
withhold from any cash or Share remuneration then or thereafter payable to
Employee any tax required to be withheld by reason of such resulting
compensation income. Upon an exercise of this Option, the Company is further
authorized in its discretion to satisfy any such withholding requirements out
of
any cash or Shares distributable to Employee upon such exercise.
5. Binding
Effect.
This
Agreement shall be binding upon and inure to the benefit of any successors
to
the Company and all persons lawfully claiming under Employee. In the event
of
conflict between any of the provisions in this Agreement and provisions in
the
Plan, the provisions of the Plan will govern.
6. Dispute
Resolution.
This
Agreement and the Option granted hereunder, shall be governed by, and construed
in accordance with the laws of the State of Texas, without regard to its
principles of conflicts of law. Any and all controversies, claims and
differences arising out of or relating to the Option granted under this
Agreement which cannot be settled by good faith negotiation between the parties
will be finally settled by binding arbitration brought within three (3) months
of the termination of the Option, with the date of termination to be governed
by
the provisions of the Plan and this Agreement. The binding arbitration will
be
conducted in accordance with the then existing rules of the American Arbitration
Association (“AAA”), by one arbitrator. In the event of any conflict between
such rules and this paragraph, the provisions of this paragraph shall govern.
Upon the written demand of either party, the parties shall appoint a single
arbitrator acceptable to both parties. Arbitration proceedings shall be held
in
Houston, Texas. The decision of the arbitrator shall be final and binding upon
the parties hereto, not subject to appeal, and shall deal with the questions
of
interest, cost of the arbitration, and all matters relevant thereto. Judgment
upon the award or decision rendered by the arbitrator may be entered in any
court having jurisdiction thereof, or application may be made to such court
for
a judicial recognition of the award or any order of enforcement thereof as
the
case may be.
2
of 3
IN
WITNESS WHEREOF,
the
Company has caused this Agreement to be duly executed by its officer thereunto
duly authorized, and Employee has executed this Agreement, to be effective
as of
the Date of Grant set forth above.
ICO,
INC.
By:
___________________________________
Printed Name: ___________________________
Title:
__________________________________
EMPLOYEE
xxx
3
of
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