FIRST AMENDMENT TO EMPLOYMENT AGREEMENT
Exhibit
10.15
FIRST
AMENDMENT TO
This
First Amendment to Employment Agreement (“First Amendment”) is entered into by
and between ICO, Inc. (“Company”) and A. Xxxx Xxxxx, Jr. (“Employee”), to be
effective as of August 30, 2006 (the “Effective Date”).
WHEREAS,
Employee
entered into an Employment Agreement with Company, effective October 1, 2005
(the “Employment Agreement”), and Employee and Company desire to amend the
Employment Agreement as set forth herein.
NOW,
THEREFORE,
for and
in consideration of the mutual promises, covenants, and obligations contained
herein, Company and Employee agree as follows:
1. All
capitalized terms used herein and not otherwise defined herein shall have the
meaning ascribed to such terms in the Employment Agreement. Except as amended
hereby, all provisions in the Employment Agreement remain in full force and
effect.
2. The
following provision is hereby inserted in Article 2 of the Agreement, as Section
2.7:
“2.7 In
addition to the Base Salary, stock options, and other benefits afforded to
Employee under this Agreement, the Employee shall be eligible, upon the
conclusion of the fiscal year ending September 30, 2006 (“FY 2006”) and the
fiscal year ending September 30, 2007 (“FY 2007”), to receive a bonus (an
“Incentive Bonus”), pursuant to an Incentive Bonus structure and formula that
has been established and pre-approved by the Board. The Incentive Bonus earned
for FY 2006 and/or FY 2007, if any, shall be paid in lump sum cash (subject
to
all legally required withholdings) on or before the last day of the first
quarter of the following fiscal year. Any Incentive Bonus will be considered
earned only if the Employee is employed on the October 1st
immediately following the fiscal year on which the bonus is calculated.
(a)
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The
Incentive Bonus for FY 2006 (“the “FY 2006 Incentive Bonus”), shall be
calculated as follows:
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(The
sum
of annual cash incentive bonuses for FY 2006 paid to Company’s other five
Executive Leadership Team [“ELT”] members, calculated according to the incentive
plan matrices applicable to each of them, as previously approved by the
Compensation Committee)
divided
by:
(The
sum
of the FY 2006 base salaries of Company’s other five ELT members)
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multiplied
by:
(Employee’s
FY 2006 Base Salary of $96,000).
(b)
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The
formula for calculating the Incentive Bonus for FY 2007 (the “FY 2007
Incentive Bonus”) shall be similar to the formula for calculating the FY
2006 Incentive Bonus. The FY 2007 base salaries and incentive plan
matrices applicable to the other ELT members shall be approved by
the
Compensation Committee in its sole discretion. Employee’s FY 2007
Incentive Bonus shall be calculated using Employee’s FY 2007 Base
Salary.
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(c)
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In
addition to Employee, Company’s ELT consists of Company’s Chief Financial
Officer and the four Presidents of Company’s four major business units
(ICO Europe, Bayshore Industrial, ICO Courtenay - Australasia, and
ICO
Polymers North America divisions). In the event of any changes in
the ELT
composition during a fiscal year for which an Incentive Bonus is
calculated, the Compensation Committee shall have sole discretion
regarding whether and to what extent the bonus and base salary of
any new
or departing ELT member is included in the formula for calculating
an
Incentive Bonus payable to Employee.
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3. Effective
October 1, 2006, Employee’s Base Salary (as defined in Section 2.1 of the
Agreement) is increased to Two Hundred Thousand Dollars ($200,000) per
annum.
IN
WITNESS WHEREOF,
Company
and Employee have duly executed this Agreement in multiple originals to be
effective on the Effective Date.
ICO,
Inc.
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/s/
Xxxxxxx X. Xxxxxxx
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Xxxxxxx
X. Xxxxxxx
Chairman
of the Board of Directors
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Date:
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October
3, 2006
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Employee
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/s/
A. Xxxx Xxxxx, Jr.
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A.
Xxxx Xxxxx, Jr.
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Date:
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October
3, 2006
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