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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
RESTRICTED STOCK AGREEMENT
(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
Grant. 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
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