ICO, INC. RESTRICTED STOCK AGREEMENT (Time Vesting)
Summary
Information
Employee: __________________
Location:
___________________
Date
of
Grant: _______________
Plan: 2007
Equity Incentive Plan (formerly 1998 Plan)
Total
No.
Shares subject to grant: _____
Vesting:
_____ Shares vest on ______
ICO,
INC.
2007
EQUITY INCENTIVE PLAN
(Time
Vesting)
THIS
RESTRICTED STOCK AGREEMENT (“Agreement”) is made as of the __ day of
________, 20__ (“Date of Grant”), between ICO, Inc., a Texas corporation (the
“Company”), and __________________ (“Employee”).
RECITALS:
The
Company has adopted the ICO Inc. 2007 Equity Incentive Plan (the “Plan”), a copy
of which is attached hereto as Exhibit A, and all of the terms and provisions
of
which are incorporated herein by reference and made a part hereof. All
capitalized terms used but not defined in this Agreement have the meanings
set
forth in the Plan.
The
Company has determined that it would be in the best interests of the Company
and
its shareholders to make the grant of stock provided for herein to the Employee
to recognize the Employee’s value to the Company via the award of a proprietary
interest in the future of the Company.
NOW
THEREFORE, in consideration of the mutual covenants hereinafter set
forth, the parties hereto agree as follows:
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1.
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Grant
of Restricted Stock. Subject to the terms of this Agreement, the
Company hereby grants to the Employee, on the terms and conditions
hereinafter set forth, an aggregate of _______________ shares of
Common
Stock, no par value per share, of the Company (the “Restricted
Stock”).
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2.
Date of Grant and Vesting.
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A.
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Date
of Grant. The effective date of the grant of Restricted
Stock shall be the Date of Grant.
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B.
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Vesting
Date. ___________ (__%) of the shares of Restricted Stock granted
to
the Employee hereunder, subject to the other terms and conditions
set
forth herein, shall be vested on the Date of ▇▇▇▇▇. An
additional __________ (__%) of the shares of Restricted Stock
will be vested on [each subsequent anniversary of the Date of
Grant].
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C.
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Termination
of Employment. Except as provided in Section 2.D. below, upon any
termination of employment of the Employee, any shares of Restricted
Stock
that have not vested shall be forfeited to the Company without
consideration.
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D.
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Termination
of Employment Due to Death. In the event that the
employment of the Employee terminates because of the death of the
Employee, all shares of Restricted Stock granted to the Employee
hereunder
shall vest immediately upon the date of termination of
employment.
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3.
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Retention
of Certificates. All original certificates evidencing shares of
Restricted Stock shall be held by the Company for the benefit of
the
Employee until the transfer of such shares are no longer subject
to the
restrictions set out in the Plan and this
Agreement.
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4.
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Employment
of the Employee. The Employee acknowledges and agrees that
neither the issuance of the Restricted Stock to the Employee nor
any
provision contained herein shall entitle the Employee to remain in
the
employment of the Company or its affiliates or affect the right of
the
Company to terminate the Employee’s employment at any
time.
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5.
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Restrictions
on Transfer. The Employee shall not sell, transfer,
assign, pledge or otherwise dispose of any interest in any shares
of
Restricted Stock or his rights under this Agreement before the Vesting
Date. Under no circumstances shall any sale or other transfer
of any shares of Restricted Stock be valid unless and until the shares
proposed to be sold or transferred are fully
vested.
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A.
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Stop-Transfer
Notices. The Employee agrees that to ensure compliance with the
restrictions referred to herein, the Company may issue appropriate
“stop
transfer” instructions to its transfer agent, if any, and that, if the
Company transfers its own securities, it may make appropriate notations
to
the same effect in its own records.
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B.
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Refusal
to Transfer. The Company shall not be required (i) to transfer on its
books any shares of Restricted Stock that have been sold or otherwise
transferred in violation of any of the provisions of this Agreement
or
(ii) to treat as owner of such shares or to accord the right to vote
or
pay dividends to any purchaser or other transferee to whom such shares
shall have been so transferred.
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6.
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Distributions.
The Employee shall receive distributions on the Employee’s shares of
Restricted Stock prior to the date such shares have become vested
under
Section 2 above.
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7.
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Notices;
Deliveries. Any notice or delivery required to be given under the
terms of this Agreement shall be addressed to the Company at its
principal
office, and any notice or delivery to be given to the Employee shall
be
addressed to him or her at the address given by him or her beneath
his or
her signature hereto or such other address as either party hereto
may
hereafter designate in writing to the other. Any such notice or delivery
shall be deemed to have been duly given when addressed as aforesaid,
registered or certified mail, and deposited (postage or registration
or
certification fee prepaid) in a post office or branch post office
regularly maintained by the United
States.
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8.
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Disputes.
As a condition of the granting of the Restricted Stock hereby, the
Employee and his or her heirs and successors agree that any dispute
or
disagreement that may arise hereunder shall be determined by the
Company’s
Board of Directors (or, at the Board of Directors’ election, the Committee
that administers the Plan, if any), in its sole discretion and
judgment.
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9.
Certificates.
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A.
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The
certificate(s) representing the shares of Restricted Stock granted
hereby
will be stamped or otherwise imprinted with the legend required by
the
Plan with respect to any applicable restrictions on the sale or transfer
of such shares, and the stock transfer records of the Company will
reflect
stop transfer instructions with respect to such shares. This legend
shall
be as follows:
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THE
TRANSFER OF THIS CERTIFICATE AND THE SHARES OF STOCK REPRESENTED HEREBY ARE
SUBJECT TO THE RESTRICTIONS, TERMS AND CONDITIONS (INCLUDING FORFEITURE,
RESTRICTIONS AGAINST TRANSFER, SALE, PLEDGE, OR OTHER DISPOSITION), CONTAINED
IN
THE 2007 EQUITY INCENTIVE PLAN OF THE CORPORATION AND AN AGREEMENT ENTERED
INTO
BETWEEN THE REGISTERED OWNER OF SUCH SHARES AND THE CORPORATION. THIS
CERTIFICATE IS TRANSFERABLE ONLY IN COMPLIANCE WITH AND SUBJECT TO THE
PROVISIONS OF SUCH PLAN AND AGREEMENT. UPON THE OCCURRENCE OF CERTAIN EVENTS,
THIS CERTIFICATE MAY BE CANCELED WITHOUT NOTICE TO THE HOLDER HEREOF IF SUCH
HOLDER IS NOT LISTED AS THE REGISTERED HOLDER ON THE BOOKS OF THE CORPORATION.
A
COPY OF THE PLAN AND AGREEMENT IS ON FILE IN THE OFFICE OF THE SECRETARY OF
THE
CORPORATION, ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇.
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B.
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The
Company shall retain the certificate(s) representing the shares of
Restricted Stock granted to the Employee pursuant to this Agreement
until
such time as the vesting restrictions set forth in Section 2 have
lapsed
or are removed by the Committee. Within a reasonable time thereafter,
the
Company will deliver to the Employee a new certificate representing
such
shares, free of the legend referred to in paragraph (A) above. The
issuance of such certificate shall not affect any restrictions upon
the
transferability of such shares pursuant to applicable law or
otherwise.
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C.
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Any
stock certificate(s) representing the shares of Restricted Stock
granted
hereunder prior to the termination or lapse of the restrictions on
vesting
and transfer shall reflect the legend referred to in paragraph (A)
above
which shall remain on such certificate(s) until such time as the
vesting
and transfer restrictions have terminated or lapsed or are removed
by the
Committee.
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10.
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Restricted
Stock Subject to Plan. The Restricted Stock granted hereby is
subject to the Plan. If a conflict exists between any term or provision
contained herein and a term or
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provision of the Plan, the applicable terms and provisions of the Plan will
govern and prevail.
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11.
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Miscellaneous.
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A.
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The
Employee acknowledges that each date on which a portion of the shares
of
Restricted Stock becomes vested will result in the imposition of
income
and employment taxes on the
Employee.
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B.
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The
Employee hereby agrees that (i) the Company may withhold from the
Employee
any payment or consideration to be paid to the Employee by the Company,
any tax which the Company believes is required to be withheld with
respect
to any benefit under the Plan or this Restricted Stock Agreement,
or, in
lieu thereof, to retain, or sell without notice, a sufficient number
of
shares of stock to cover the amount required to be withheld, and
to hold
as security for the amount to be withheld any property otherwise
distributable to the Employee under the Plan until the amounts required
to
be withheld have been so withheld; and (ii) the Employee will make
appropriate arrangements with the Company for satisfaction of any
applicable federal, state or local income tax, withholding requirements
or
like requirements. For the purpose of this paragraph, the
“Company” refers to Employee’s employer within the ICO, Inc. family of
Companies.
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C.
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If
any party to this Agreement so required under this Agreement falls
or
refuses to comply with the provisions of this Agreement, then in
addition
to any other remedies provided by law or this Agreement, the party
affected thereby may institute and maintain a proceeding to compel
the
specific performance of this Agreement by the party so
defaulting.
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D.
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This
Agreement shall be binding upon and inure to the benefit of any successor
or successors of the Company.
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E.
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The
interpretation, performance and enforcement of this Agreement shall
be
governed by the laws of the State of
Texas.
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F.
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This
Agreement may be executed in multiple counterparts, each of which
shall be
deemed an original, but all of which collectively shall constitute
a
single instrument.
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G.
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If
any one or more of the provisions or parts of a provision contained
in
this Agreement shall for any reason be held to be invalid, illegal
or
unenforceable in any respect in any jurisdiction, such invalidity,
illegality or unenforceability shall not affect any other provision
or
part of a provision of this Agreement or any other jurisdiction,
but this
Agreement shall be reformed and construed in any such jurisdiction
as if
such invalid or illegal or unenforceable provision or part of a provision
had never been contained herein and such provision or part shall
be
reformed so that it would be valid, legal and enforceable to the
maximum
extent permitted in such
jurisdiction.
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H.
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Within
30 days after the date of this Agreement, the Employee may make an
election with the Internal Revenue Service under Section 83(b) of
the
Internal Revenue Code and the regulations promulgated
thereunder.
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IN
WITNESS WHEREOF, the Company has, as of the date first above written,
caused this Agreement to be executed on its behalf by its authorized officer
and
the Employee has hereunto set his or her hand as of the date first above
written.
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ICO,
INC.
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By:
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Its:
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EMPLOYEE
SIGNATURE PAGE
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Employee
Name:
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Signature:
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Address:
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EXHIBIT
A
[Attach
2007 Equity Incentive Plan Document]
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