Attached files
file | filename |
---|---|
EX-31.2 - EXHIBIT 31.2 - CERTIFICATION OF CFO - 15 USC SECTION 7241 - ICO INC | exhibit31-2.htm |
EX-32.2 - EXHIBIT 32.2 - CERTIFICATION OF CFO - 18 USC SECTION 1350 - ICO INC | exhibit32-2.htm |
EX-21.1 - EXHIBIT 21.1 - SUBSIDIARIES OF THE COMPANY - ICO INC | exhibit21-1.htm |
EX-31.1 - EXHIBIT 31.1 - CERTIFICATION OF CEO - 15 USC SECTION 7241 - ICO INC | exhibit31-1.htm |
EX-32.1 - EXHIBIT 32.1 - CERTIFICATION OF CEO - 18 USC SECTION 1350 - ICO INC | exhibit32-1.htm |
EX-23.1 - EXHIBIT 23.1 - CONSENT OF ACCOUNTING FIRM - ICO INC | exhibit23-1pwcconsent.htm |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
10-K/A
(Amendment
No. 1)
x ANNUAL
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
For
the fiscal year ended September 30, 2009
OR
o TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
Commission file
number:
1-8327
ICO,
INC.
(Exact
name of registrant as specified in its charter)
TEXAS
|
76-0566682
|
(State
or other jurisdiction
|
(IRS
Employer
|
of
incorporation or organization)
|
Identification
No.)
|
1811
Bering Drive, Suite 200, Houston, Texas 77057
(Address
of principal executive offices)
(713)
351-4100
(Registrant’s
telephone number, including area code)
Securities
registered pursuant to Section 12(b) of the Act:
Common
Stock, no par value
|
Nasdaq
|
(Title
of Class)
|
(Exchange
on which registered)
|
Securities registered pursuant to
Section 12(g) of the Act: None
Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in
Rule 405 of the Securities Act. Yes £ No R
Indicate
by check mark if the registrant is not required to file reports pursuant to
Section 13 or Section 15 (d) of the Exchange Act. Yes £ No R
Indicate
by check mark whether the registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Exchange Act during the preceding 12
months and (2) has been subject to such filing requirements for the
past 90 days. Yes R No £
Indicate
by check mark whether the registrant has submitted electronically and posted on
its corporate Web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding
12 months. Yes
£ No £
Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K is not contained herein, and will not be contained, to the best
of registrant’s knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. £
Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of “large accelerated filer,” “accelerated filer” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act. (Check
one):
Large
accelerated filer £
|
Accelerated
filer R
|
Non-accelerated
filer £
|
Smaller
reporting company £
|
Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act). Yes
£ No R
The
aggregate market value of common equity held by non-affiliates of the registrant
as of March 31, 2009 was $52,769,205. The number of shares
outstanding of the Company’s common stock as of November 23,
2009: Common Stock, no par value – 27,704,950
Documents
Incorporated by Reference
None.
Explanatory
Note
As
previously announced on December 2, 2009, ICO, Inc. (the “Company,” “we,” “our,”
and “us”) entered into an agreement and plan of merger with A. Schulman, Inc.
(“A. Schulman”) (the “Merger Agreement”). The Merger Agreement
provides that, upon the terms and subject to the conditions set forth in the
Merger Agreement, the Company will merge with and into Wildcat Spider, LLC, a
wholly-owned subsidiary of A. Schulman, with Wildcat Spider, LLC continuing as
the surviving corporation. The Merger Agreement is subject to the
approval of our shareholders and other closing conditions.
The purpose of this Annual Report on
Form 10-K/A is to amend Part III, Items 10 through 14 of our Annual Report on
Form 10-K for the fiscal year ended September 30, 2009, which was filed with the
Securities and Exchange Commission (the “SEC”) on December 4, 2009 (the “2009
10-K”), to include information previously omitted from the 2009 10-K in reliance
on General Instruction G to Form 10-K. Pursuant to General
Instruction G to Form 10-K, registrants may incorporate by reference certain
information from a definitive proxy statement, which involves the election of
directors, provided the definitive proxy statement is filed with the SEC within
120 days after the end of the fiscal year. As a result of the
proposed merger, the Company’s definitive proxy statement will not be filed
within 120 days after the end of the Company’s 2009 fiscal year (before January
28, 2010).
In addition, as required by Rule 12b-15
under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), new
certifications by our principal executive officer and principal financial
officer are filed as exhibits under Item 15 of Part IV to this Annual Report on
Form 10-K/A.
For purposes of this Annual Report on
Form 10-K/A, and in accordance with Rule 12b-15 under the Exchange Act, Items 10
through 14 and 15(a)(3) of our 2009 10-K have been amended and restated in their
entirety. Except as stated herein, this Annual Report on Form 10-K/A
does not reflect events occurring after the filing of the 2009 10-K on December
4, 2009 and no attempt has been made in this Form 10-K/A to modify or update
other disclosures presented in the 2009 10-K. Accordingly, this
Annual Report on Form 10-K/A should be read in conjunction with the 2009 10-K
and our other filings with the SEC subsequent to the filing of the 2009
10-K.
TABLE OF CONTENTS
PART
III
|
||
Directors,
Executive Officers and Corporate Governance
|
2
|
|
Executive
Compensation
|
6
|
|
Security
Ownership of Certain Beneficial Owners and Management and Related
Stockholder
|
31
|
|
Matters
|
||
Certain
Relationships and Related Transactions, and Director
Independence
|
33
|
|
Principal
Accounting Fees and Services
|
34
|
|
PART
IV
|
||
Exhibits
and Financial Statement Schedules
|
34
|
PART
III
Item
10. Directors, Executive Officers and Corporate
Governance.
DIRECTORS
AND EXECUTIVE OFFICERS
The
following table sets forth certain information with respect to the Company’s
directors and certain executive officers of the Company and its
subsidiaries:
Name
|
Age
|
Position
with the Company
|
||
Directors:
|
||||
Gregory
T. Barmore
|
68
|
Class
I Director and Chairman of the Board
|
||
Eugene
R. Allspach
|
62
|
Class
I Director
|
||
Eric
O. English
|
51
|
Class
III Director
|
||
David
E. K. Frischkorn, Jr.
|
58
|
Class
III Director
|
||
Daniel
R. Gaubert
|
60
|
Class
II Director
|
||
Max
W. Kloesel
|
69
|
Class
III Director and Senior Vice President of Bayshore Industrial (a division
of the Company)
|
||
A.
John Knapp, Jr.
|
58
|
Class
I Director and Vice-Chairman of the Board, President and Chief Executive
Officer
|
||
Kumar
Shah
|
61
|
Class
II Director
|
||
Warren
W. Wilder
|
52
|
Class
II Director
|
||
Executive
Officers who are not also Directors:
|
||||
Stephen
E. Barkmann
|
50
|
President
of Bayshore Industrial (a division of the Company)
|
||
Derek
R. Bristow
|
49
|
President
of ICO Europe and ICO Asia Pacific (divisions of the Company)
|
||
Donald
E. Parsons
|
39
|
President
of ICO Polymers North America (a division of the Company)
|
||
Charlotte
Fischer Ewart
|
42
|
General
Counsel and Secretary
|
||
Bradley
T. Leuschner
|
38
|
Chief
Financial Officer and Treasurer
|
|
Directors
|
Eugene R.
Allspach. Mr. Allspach was first elected to the Board of
Directors as a Class I director in October 2008. Mr. Allspach is a
member of the Compensation Committee and the Governance and Nominating
Committee. Since 2003, he has been the President of E. R. Allspach
& Associates, LLC, which provides consulting services for new business
development activities in the petrochemical industry. In addition, he
serves as an advisory board member of The Plaza Group, a petrochemical marketing
company. He previously served as President and Chief Operating
Officer for Equistar Chemicals, L.P., a petrochemical company, from 1997 to
2002. Mr. Allspach has more than 35 years of experience in executive
management, business development, manufacturing, operations, marketing and
process engineering.
Gregory T.
Barmore. Mr. Barmore has been Chairman of the Board since
October 2005, and has served on the Board of Directors since June
2004. He is a member of the Audit Committee and the Governance and
Nominating Committee. Mr. Barmore has served on the board of
directors of NovaStar Financial, Inc., a specialty finance company, since
1996. He also serves on the board of advisors of Thos. Moser
Cabinetmakers (a privately held corporation). In addition, Mr.
Barmore serves on the board of trustees of The Maine Maritime Museum and The
Maine Island Trail Association. Mr. Barmore retired in 1997 as
Chairman and Chief Executive Officer of General Electric Capital Mortgage
Corporation, a subsidiary of General Electric Capital Corporation, and held
numerous executive level positions within the General Electric family of
companies after commencing employment with GE in 1966.
Eric O.
English. Mr. English was first elected to the Board of
Directors in June 2004 and is the Chairman of the Governance and Nominating
Committee and a member of the Compensation Committee. Mr. English has
been a partner with Resolution Strategies LLP (formerly Resolution Counsel
L.L.P.), a boutique legal firm specializing in the resolution of significant
business disputes, since September 2003. Mr. English served as the
Senior Vice President of Legal Affairs and as General Counsel for Hollywood
Entertainment Corporation, a movie and video game rental entertainment company,
from August 1999 to August 2004.
David E. K. Frischkorn,
Jr. Mr. Frischkorn was first elected to the Board of Directors
in March 2002 and is the Chairman of the Compensation Committee and a member of
the Audit Committee. Mr. Frischkorn is Vice Chairman-Corporate
Finance of Dahlman Rose & Company LLC, a New York-based investment bank,
where he has been employed since 2004. Mr. Frischkorn was a Managing
Director of the Energy Group of Jefferies & Co., an investment bank, from
August 1996 to February 2003.
Daniel R.
Gaubert. Mr. Gaubert was first elected to the Board of
Directors in July 2006, and is Chairman of the Audit Committee. Mr.
Gaubert served as Chief Accounting Officer of Kellogg Brown and Root, an
engineering, construction and services company (“KBR”), from May 2003 until May
2005, and served as a consultant to KBR until June 2006. Prior to his
employment with KBR, Mr. Gaubert served in various capacities at McDermott
International Inc., an engineering and construction company, including as Chief
Financial Officer, from 1996 to 2001. Mr. Gaubert has over 30 years
of experience in operational and corporate accounting, tax, finance and audit
functions.
Max W.
Kloesel. Mr. Kloesel was first elected to the Board of
Directors in January 2008. Mr. Kloesel is a Senior Vice President of
Bayshore Industrial. Mr. Kloesel has been with Bayshore Industrial
since August 1983. Prior to his employment with Bayshore Industrial,
Mr. Kloesel held positions at Southwest Chemical Services (now a division of
PolyOne Corporation) and The Dow Chemical Company.
A. John Knapp,
Jr. Mr. Knapp has been President and Chief Executive Officer
of the Company since October 2005, has served on the Company’s Board of
Directors since April 2001 and has held the title of Vice-Chairman of the Board
since March 5, 2009. He has also been President of Andover Group,
Inc., a Houston-based private real estate investment and development company,
for more than the past five years. In addition, he has acted as a
private investor in venture capital transactions for more than the past five
years.
Kumar Shah. Mr.
Shah was first elected to the Board of Directors in March 2008 and is a member
of the Audit Committee and the Governance and Nominating
Committee. He is an independent advisor and consultant to private
equity firms in the evaluation of mergers and acquisitions of specialty chemical
companies. He also serves on the board of directors of Therajet,
Inc., which is in the business of developing drug delivery
devices. From 2005 to 2007, Mr. Shah provided exclusive independent
advisory services to Bear Stearns Merchant Banking, an institutional private
equity fund (now known as Irving Place Capital). Mr. Shah was a
Senior Vice President of Corporate and Business Development for Noveon
International Corporation (now a division of Lubrizol), a producer of
polymers and specialty additives, from 2001 to 2004. Mr. Shah has
over 28 years experience in management, strategic planning and business
development in the chemicals industry.
Warren W.
Wilder. Mr. Wilder was first elected to the Board of Directors
in July 2006 and is a member of the Compensation Committee. He
currently serves as the Managing Director of Titan Chemicals Corp. Bhd., a
petrochemical company based in Kuala Lumpur, Malaysia. Prior to
joining Titan Chemicals Corp. Bhd. in July 2008, Mr. Wilder was Senior Vice
President – Olefins for Westlake Chemical Corporation, a petrochemical and
plastics company, from January 2000 to July 2008.
Executive
Officers Who Are Not Also Directors
Stephen E.
Barkmann. Mr. Barkmann has been employed as the President of
Bayshore Industrial since March 1999, after joining Bayshore Industrial as
General Manager in June 1998. In these capacities, Mr. Barkmann has
had primary responsibility for the business operations and management of the
Company’s Bayshore Industrial division, located in La Porte, Texas.
Derek R.
Bristow. Mr. Bristow has been employed as President of the
Company’s ICO Europe division since May 2004, and as President of the Company’s
Asia Pacific division since May 2009. In his current capacity, Mr.
Bristow’s oversight includes the Company’s French, Italian, British, Dutch,
Australian, Malaysian, and New Zealand operations. Mr. Bristow has
served in various international management positions with the Company since
August 1998.
Donald E. (“Eric”)
Parsons. Mr. Parsons has been employed as President of the
Company’s ICO Polymers North America division (“IPNA”) since December
2004. In this capacity, he oversees the Company’s polymers processing
facilities and businesses located in Fontana, California; East Chicago, Indiana;
Morris, Illinois; Allentown, Pennsylvania; Grand Junction, Tennessee; and China,
Texas. Mr. Parsons has served in various management positions at IPNA
since 1994.
Charlotte Fischer
Ewart. Ms. Ewart has been employed as General
Counsel of the Company since June 2001, and as the Company’s Corporate Secretary
since April 2002. Ms. Ewart served as Associate General Counsel of
the Company from August 1999 to June 2001.
Bradley T.
Leuschner. Mr. Leuschner, a certified public accountant, has
been employed as the Chief Financial Officer and Treasurer of the Company since
January 2008, after serving as the Company’s Chief Accounting Officer since
April 2002. From April 1999 to April 2002, Mr. Leuschner served as
Senior Vice President and Controller of IPNA, after serving as Vice President
and Controller of IPNA since September 1996.
SECTION 16(A) BENEFICIAL OWNERSHIP
REPORTING COMPLIANCE
Section
16(a) of the Exchange Act, requires our directors and executive officers and
persons who own more than 10% of a registered class of the Company’s equity
securities to file reports of ownership and reports of changes in ownership of
such with the SEC. Officers, directors and greater than 10% shareholders are
required by SEC regulation to furnish the Company with copies of all Section
16(a) forms they file.
To our
knowledge, based solely on the Company’s review of the copies of such reports
furnished to it and representations from certain reporting persons that they
have complied with the relevant filing requirements, during the fiscal year
ended September 30, 2009, all Section 16(a) reporting requirements applicable to
the Company’s officers, directors and greater than 10% shareholders were timely
met.
CODE
OF BUSINESS ETHICS
We have
adopted a Code of Business Ethics for all directors, officers and employees of
the Company and its subsidiaries. The Code of Business Ethics is
available on our website at www.icopolymers.com. Any
waiver or material amendments to the Code of Business Ethics will be posted on
our website, as required by the federal securities laws. A copy of
the Code of Business Ethics may also be obtained at no charge by writing to us
at: ICO, Inc., 1811 Bering Drive, Suite 200, Houston, Texas 77057,
Attention: Corporate Secretary.
CORPORATE
GOVERNANCE AND COMMITTEES OF THE BOARD
Committees
of the Board of Directors
Our Board
of Directors has established three standing committees: an Audit
Committee, a Compensation Committee and a Governance and Nominating
Committee. In addition,
on January 20, 2010, the Board of Directors
established
a Special Litigation Committee to investigate, analyze and evaluate the matters
raised in two shareholder demand letters relating to the Merger Agreement. Each committee is
briefly described below:
Audit
Committee. The Company has an Audit Committee established in
accordance with Section 3(a)(58(A) of the Exchange Act. The primary
purpose of our Audit Committee is to provide independent and objective oversight
with respect to the Company’s (i) financial reports and other financial
information provided to shareholders and others, (ii) internal controls, (iii)
audit, accounting and financial reporting processes generally and (iv) various
key ethics and legal compliance policies and procedures. The Audit
Committee recommends to the Board of Directors the selection of our independent
registered public accounting firm after considering such firm’s independence and
performance. The Audit Committee also pre-approves auditing services
and permitted non-auditing services, including fees paid to the Company’s
independent registered public accounting firm. In addition, the Audit
Committee reviews, in conjunction with our internal auditors, the internal audit
organization and internal audit goals and plans of the Company. The
Audit Committee also discusses the findings and recommendations resulting from
internal audits and any recommendations regarding enhancements to our internal
audit functions.
Pursuant
to the written charter of the Audit Committee, the Audit Committee must consist
of at least three directors who meet the independence and experience
requirements of the NASDAQ Marketplace Rules. The members of the
Audit Committee, Messrs. Barmore, Frischkorn, Gaubert and Shah, with Mr. Gaubert
serving as Chairman, all satisfy the applicable independence requirements of the
Exchange Act and NASDAQ Marketplace Rules. Our Board of Directors has
also determined that Messrs. Barmore, Gaubert and Frischkorn each qualify as an
“audit committee financial expert” as defined by SEC regulations. All
current members of the Audit Committee are able to read and understand
fundamental financial statements, and none has participated in the preparation
of financial statements of the Company or its subsidiaries during the past three
years.
Compensation
Committee. The Compensation Committee is responsible for
making recommendations to our Board of Directors with respect to the
compensation of the Board and the compensation, benefits and other
employment-related matters with regard to our Chief Executive Officer and our
other executive officers. The Compensation Committee has the
authority to approve the material terms of employment and severance agreements
with the Company’s executive officers, subject only to the requirement that the
full Board of Directors must approve any provisions relating to the Chief
Executive Officer’s compensation. The Compensation Committee is
responsible for the establishment of policies dealing with various compensation
and employee benefit matters. The Compensation Committee also
administers the Company’s equity incentive plans under which awards may be made
to our employees, and has the authority to make awards of stock options and
restricted shares to our employees under such plans.
Pursuant
to the written charter of the Compensation Committee, the Compensation Committee
must consist of at least three directors who meet the independence requirements
of the NASDAQ Marketplace Rules, federal securities laws and Section 162(m) of
the Internal Revenue Code of 1986, as amended. The members of the
Compensation Committee, Messrs. Allspach, English, Frischkorn and Wilder, with
Mr. Frischkorn serving as Chairman, all satisfy the applicable independence
requirements.
Governance and Nominating
Committee. The Governance and Nominating Committee is responsible
for assisting our Board of Directors in identifying and evaluating qualified
candidates to serve as nominees for directors and recommending such candidates
to the Board, advising the Board about the appropriate composition of the Board
and its committees, and assisting the Board in developing, reviewing, and
implementing corporate governance practices.
Pursuant
to the written charter of the Governance and Nominating Committee, the
Governance and Nominating Committee must consist of at least three directors who
meet the independence requirements of the NASDAQ Marketplace
Rules. The members of the Governance and Nominating Committee,
Messrs. Allspach, Barmore, English and Shah, with Mr. English serving as
Chairman, all satisfy the applicable independence requirements of the Exchange
Act and the NASDAQ Marketplace Rules.
Special Litigation
Committee. The Special Litigation Committee is composed of
three disinterested, independent directors and was formed to investigate,
analyze and evaluate the allegations and claims made by stockholders in demand
letters to the Company shortly after the execution by the Company of the Merger
Agreement with A. Schulman, and with respect to any related, amended or other
demand letters or lawsuits containing similar or related claims that may be
filed or made in the future. Messrs. English, Frischkorn and Gaubert
are the members of the Special Litigation Committee, with Mr. English serving as
Chairman. The Special Litigation Committee will determine, after
reasonable inquiry, whether it is in the best interests of the Company for any
such claims to be pursued.
Committee
Charters
The Board
of Directors has adopted charters for each of the Audit Committee, Compensation
Committee and Governance and Nominating Committee, all of which charters are
available on our website at www.icopolymers.com. A
copy of
each of these charters may also be obtained at no charge by written request to
the Company at: ICO, Inc., 1811 Bering Drive, Suite 200, Houston, Texas 77057,
Attention: Corporate Secretary.
AUDIT
COMMITTEE FINANCIAL EXPERT
The Audit
Committee currently consists of Messrs. Gaubert (Chairman), Barmore, Frischkorn
and Shah. The Board of Directors has determined that each member of
the Audit Committee is independent, as defined in Rule 4200(a) of the NASDAQ
Marketplace Rules and as set forth in Rule 10A-3(b)(1) of the Exchange
Act. In addition, the Board of Directors has determined that Messrs.
Gaubert, Frischkorn and Barmore each qualify as an "audit committee financial
expert" (as defined in the rules of the SEC).
Item
11. Executive Compensation.
EXECUTIVE
COMPENSATION DISCUSSION AND ANALYSIS
Compensation
Discussion and Analysis
Overview
of Compensation Program
The
Compensation Committee of our Board of Directors is responsible for developing
and making recommendations to the Board with respect to our executive
compensation programs. The Compensation Committee also administers
our equity incentive compensation plans. The members of the
Compensation Committee are Messrs. Frischkorn (Chairman), Allspach, English and
Wilder, each of whom the Board of Directors has determined to be an independent
director, as defined in the listing requirements of the NASDAQ Marketplace
Rules. This discussion and analysis describes the components of our
compensation program for our named executive officers and describes the basis on
which the compensation determinations for fiscal years 2008 and 2009 were made
by the Compensation Committee with respect to such officers.
The
Company’s “Executive Leadership Team” (“ELT”) is the group of executives with
primary oversight responsibility for the Company’s management and global
policies and business strategy. The ELT currently consists of the
following six individuals:
|
·
|
the
Chief Executive Officer and President (“CEO”): A. John Knapp, Jr., who was
appointed CEO in
October 2005.
|
|
·
|
the
Chief Financial Officer and Treasurer (“CFO”): Bradley T.
Leuschner, who was appointed CFO effective in January
2008.
|
|
·
|
the
three “Business Unit Presidents,”
namely:
|
|
o
|
Stephen
E. Barkmann, President of the Company’s Bayshore Industrial
division.
|
|
o
|
Derek
R. Bristow, President of the Company’s ICO Europe and ICO Asia Pacific
divisions.
|
|
o
|
Donald
E. (“Eric”) Parsons, President of the Company’s ICO Polymers North America
division.
|
·
|
the
General Counsel and Secretary (“GC”): Charlotte Fischer
Ewart.
|
Dario E.
Masutti served as President of the Company’s ICO Asia Pacific division and as an
ELT member until his resignation on December 31, 2008. Effective May
18, 2009, Derek R. Bristow was appointed to serve as President of our ICO Asia
Pacific division (while continuing to serve as President of the Company’s ICO
Europe Division).
Our
“named executive officers” for fiscal year 2009, as indicated in the Summary
Compensation Table for 2009 on page 19, are Messrs. Knapp, Leuschner, Barkmann,
Bristow and Parsons.
Compensation
Philosophy and Objectives
The
primary goals of the Compensation Committee with respect to executive
compensation are to: (i) attract, motivate and retain strong
executive talent; (ii) encourage financial and operational performance by
executive management; and (iii) align executive compensation with shareholder
value creation. Each element of executive compensation is designed to
fulfill one or more of these goals. These compensation elements
consist of base salary, annual performance compensation and long-term equity
incentive compensation, as more specifically described below. Our
named executive officers are also entitled to participate in standard health,
welfare and retirement savings plans to the extent available to our other
employees. The Compensation Committee believes that our executive
compensation programs are properly balanced to provide appropriate motivation
for both the executives in the field and in the corporate
office.
Compensation
Objectives
Attract, Motivate and
Retain. The Compensation Committee believes that its total
executive compensation package payout opportunities serve to attract, motivate
and retain strong, talented executive officers, including its named executive
officers. The Compensation Committee believes that the combination of
the three key elements of executive compensation serve to motivate and encourage
the continued service of our named executive officers. These three
elements are:
|
·
|
a
base salary that is periodically adjusted to reflect an individual’s
management experience and effectiveness over
time;
|
|
·
|
incentive
compensation in the form of an annual incentive cash bonus tied to
specific performance measures and subjective factors, with significant
payout potential if targets are achieved;
and
|
|
·
|
periodic
long-term equity incentive compensation awards of stock options or
restricted stock, with vesting schedules designed to promote
retention.
|
The base
salary element is designed to provide reasonable, but not excessive, base pay
compensation for ongoing efforts, management experience and effectiveness and
demonstration of leadership ability. The annual incentive bonus
element is designed to reward annual achievements, and to be commensurate with
each named executive officer’s scope of responsibility. The equity
incentive compensation element is intended to reward performance, but also to
incentivize longer-term performance and results, and to serve as a retention
tool.
Prior to
March 2007, stock options were the only form of equity incentive compensation
available for awards to our employees, including named executive
officers. In March 2007, our shareholders approved an amendment and
restatement of the Company’s Fourth Amended and Restated 1998 Stock Option Plan
(now known as the Third Amended and Restated ICO, Inc. 2007 Equity Incentive
Plan, and hereinafter referred to as the “2007 Employee Plan”) to, among other
things, provide for the award of restricted shares. Following the
March 2007 amendment and restatement of the 2007 Employee Plan, equity incentive
compensation for named executive officers has been in the form of restricted
shares rather than stock options. The Compensation Committee favors
awarding restricted shares instead of stock options as equity incentive
compensation, in part because restricted share awards result in less dilution to
our existing shareholders.
Performance. The
amount of executive compensation for each named executive officer is designed to
reflect his continued high performance, including the performance of the
business unit or other areas of responsibility of the named executive
officer. The key elements of compensation that are performance-based
are:
|
·
|
the
annual incentive bonus; and
|
|
·
|
equity
incentive compensation.
|
Alignment with
Shareholders. The Compensation Committee seeks to directly
link a significant portion of executive compensation to the enhancement of
shareholder value. The key elements of executive compensation that
align the interests of the named executive officers with those of our
shareholders are:
|
·
|
equity
incentive compensation, which ties a portion of executive compensation
directly to shareholder value because the value of these awards depends
upon the appreciation of shares of our common stock;
and
|
|
·
|
for
our U.S.-based employees, including those who are named executive
officers, the Company matches employee salary deferrals to our retirement
savings plan established pursuant to Internal Revenue Code Section 401(k)
up to an amount equal to 4% of the employee’s base salary, which directly
links a portion of executive compensation to shareholder value because the
Company match is in the form of shares of our common
stock.
|
Implementing
the Compensation Objectives
Determining
Compensation. The Compensation Committee reviews the
performance of the Company and carefully considers each named executive
officer’s performance and scope of responsibility in making decisions about
whether to materially increase or decrease an executive’s
compensation. Specific factors affecting compensation decisions for
named executive officers include:
|
·
|
evaluation
of the executive’s performance on strategic initiatives within the
executive’s scope of responsibility, as well as the executive’s
contributions toward achieving strategic Company-wide
objectives;
|
|
·
|
the
overall performance of the Company during the fiscal year, considering
factors including the Company’s consolidated operating income,
return on invested capital and return on
equity;
|
|
·
|
with
regard to the named executive officers who are Business Unit Presidents,
evaluation of performance of the business units under their control
against the key financial measurements of operating income, return on
invested capital, investment turnover and cash flow from continuing
operations;
|
|
·
|
with
regard to the CFO, success in controlling corporate expenses;
and
|
|
·
|
subjective
factors.
|
In
establishing annual performance payout targets for the annual incentive bonus
element of compensation, the Compensation Committee considers the Company’s
business plan for the fiscal year as well as industry and market factors that
may affect performance during the upcoming year.
The
Compensation Committee may consider competitive market compensation paid by
other companies, but does not attempt to maintain a certain target percentile
within a peer group or otherwise rely on such data to determine executive
compensation. The Compensation Committee does not have a specific
policy regarding allocation between cash and non-cash compensation, but believes
it achieves an appropriate balance between cash payments and equity incentive
compensation to meet the objectives of its executive compensation
program.
Role of the Executives in
Determining Compensation. The Compensation Committee has final
approval authority with regard to all of our named executive officers except the
CEO, whose compensation must ultimately be approved by the full Board of
Directors. The CEO does provide significant input to the Compensation
Committee regarding the compensation of the named executive officers, including
his own pay. The other named executive officers do not play a
significant role in their own compensation determinations, other than discussing
individual performance objectives with the CEO and the Chairman of the
Board.
Role of Compensation
Consultants. Neither the Company nor the Compensation
Committee has used the services of any compensation consultants in matters
affecting the compensation of named executive officers or
directors.
Equity Award
Practices. As noted above, prior to fiscal year 2007, equity
incentive compensation was exclusively in the form of stock options, as the
Company’s equity incentive compensation plans did not allow for restricted share
awards. In fiscal year 2007, the 2007 Employee Plan was amended to
allow for restricted share awards, and equity incentive compensation awarded to
our named executive officers in fiscal year 2007 was exclusively in the form
of
restricted
shares. The Compensation Committee believes that stock options and
restricted shares are both excellent tools for long-term compensation and
shareholder alignment, but the Committee currently prefers to award restricted
shares, in part, because restricted share awards result in less dilution to our
existing shareholders. Therefore, as of fiscal year 2007, it is the
Compensation Committee’s informal policy to award restricted shares rather than
stock options to employees, including named executive officers, except with
regard to employees located in some countries outside the U.S. where tax,
accounting or legal considerations warrant otherwise.
The
Compensation Committee periodically reviews the status of the Company’s employee
and non-employee director equity incentive compensation plans, considering:
stock options issued and currently outstanding under the plans; the number of
shares currently available for stock-based awards under the plans; the number of
stock options recently exercised, forfeited or cancelled; and total potential
dilution of the outstanding shares of common stock if all outstanding stock
options were exercised and all restricted shares became fully
vested. It is the Compensation Committee’s informal policy that
dilution potential not exceed 10% of the total number of our issued and
outstanding common shares.
The
Compensation Committee does not have a formal policy regarding the number of
shares of equity incentive compensation awards it makes on an annual or other
basis to named executive officers or other key employees. The number
of shares of equity incentive compensation awards made to a particular ELT
member, including the CEO, in a given fiscal year has been determined by the
Compensation Committee, with input from our CEO, based upon the general view of
overall performance of the ELT member, but also with considerable significance
given to motivating the employee to focus beyond the current fiscal year, and to
serve as a retention tool. With regard to ELT members who are
Business Unit Presidents, the Compensation Committee generally takes into
account the intrinsic value of the business unit overseen by such President,
including recent accomplishments that are likely to increase the business unit’s
intrinsic value (which term is not specifically defined for the Compensation
Committee’s purposes or calculated using any particular
formula). When awarding equity incentive compensation to named
executive officers and other key employees, the Compensation Committee may take
into account the number of equity incentive compensation awards previously
awarded to the employee. Prior to approving awards of equity
incentive compensation to employees of the business units, the Compensation
Committee will ask each Business Unit President to make recommendations
regarding the individuals in his business unit who should receive the awards and
the allocations among them, and the CEO may discuss the Business Unit
President’s recommendation with the Business Unit President before the
recommendation is finally submitted to the Compensation Committee for
approval.
For a
discussion of the timing of equity incentive compensation awards to our named
executive officers or other key employees during the fiscal year, see “Equity
(Long-Term) Compensation” on page 10.
The
Compensation Committee’s consistent policy when awarding stock options has been
to price stock options at the “fair market value” of our shares of common stock
on the date of award. As defined in the 2007 Employee Plan and our
other employee equity incentive plans, the “fair market value” of the shares is
the closing price of the shares on the NASDAQ Stock Market on the date of the
award, or if the shares are not traded on the date of the award, then on the
most recent date of trading activity. Provisions in each of our
equity incentive plans prohibit awarding stock options with an exercise price
that is lower than the fair market value of the shares on the date of
award. We account for equity incentive compensation, including stock
options, in accordance with the requirements of the FAS 123R, which the Company
adopted effective October 1, 2005.
Tax Deductibility of
Compensation. Section 162(m) of the Internal Revenue Code of
1986, as amended, imposes a $1 million limit on the amount that a public company
may deduct for compensation paid to its chief executive officer or any of a
company’s four other most highly compensated executive officers who are employed
as of the end of the year. This limitation does not apply to
compensation that meets the requirements under Section 162(m) for “qualifying
performance-based” compensation (which includes stock options with exercise
prices equal to the fair market value of the shares on the date of
award). The Compensation Committee currently believes that the
Company should be able to continue to manage its executive compensation program
for executive officers so as to preserve the related federal income tax
deductions.
Elements
Used to Achieve Compensation Objectives
Annual Cash Compensation
Base Salary. The
Compensation Committee has informally established a cap on the base salaries of
the ELT members at U.S. $280,000. If a base salary is paid in foreign
currency, then the intention is that the amount paid in
foreign
currency roughly equals U.S. $280,000 (subject to exchange rate
fluctuations). Currently only Messrs. Knapp, Barkmann and Bristow
earn base salaries of or targeted at U.S. $280,000, while the other ELT members
have lower base salaries, commensurate with their experience and other factors.
The Compensation Committee intends for the base salary of the ELT members,
including the named executive officers, to be reasonable, as well as
commensurate with experience and responsibilities, but not to be excessive, with
the acknowledgement that a significant portion of the annual cash payment to the
named executive officers should be based on their annual
performance.
Annual Performance
Compensation. We have historically provided the annual
incentive bonus to the ELT members, including the named executive officers, in
the form of a cash bonus. As noted above, the ELT consists of the
CEO, the CFO, the current Business Unit Presidents and the GC. Our
named executive officers are all ELT members.
Early in
each fiscal year, the Compensation Committee establishes a separate annual
incentive bonus plan applicable for each of our ELT members. The
annual incentive bonus plan for each ELT member is customized based on the
annual budget, the Company’s business and targets, strategic initiatives, and
established metrics for the division or other scope of responsibility that is
directly supervised by the ELT member, and is designed with the aim of awarding
the ELT member based on performance against budget and targets, achieving
strategic initiatives and subjective factors. The ELT annual incentive plans for
fiscal years 2008 and 2009 applicable to the CEO, however, consist simply of a
formula based on the average bonuses awarded to other ELT members pursuant to
their respective annual incentive plans, as described more specifically
below.
The
fiscal year 2008 ELT incentive bonus plans, as originally approved by the
Compensation Committee, provided for a bonus payable only in the form of
cash. However, in the first quarter of fiscal year 2009 the
Compensation Committee offered each ELT member the option to cancel all or a
portion of their respective fiscal year 2008 cash bonus awards in exchange for
an equivalent award of restricted shares (calculated based on the fair market
value of the shares as of December 15, 2008). Messrs. Knapp, Barkmann
and Leuschner each chose to cancel a portion of their respective fiscal year
2008 cash bonuses in exchange for a restricted share award. These
restricted share awards, which were issued in fiscal year 2009, are discussed
below and shown in the Grants of Plan-Based Awards table shown on page
21. The referenced restricted shares have “three-year cliff vesting,”
meaning that 100% of each award vests on the third anniversary of the date of
award, provided that the executives continue to be employed by the Company as of
the vesting date.
The
fiscal year 2009 base salaries and annual incentive bonuses paid to our named
executive officers are discussed below and shown in the Summary Compensation
Table for 2009 on page 19.
Equity
(Long-Term) Compensation
Stock Options and Restricted
Shares. As described above, the Compensation Committee awards
equity incentive compensation, consisting of long term incentives in the form of
stock options and restricted shares. Equity incentive compensation is
designed to directly link a significant portion of executive compensation to
shareholder value because the value of this form of compensation depends on the
appreciation of the shares of our common stock. Additionally, equity
incentive compensation, which is generally awarded with vesting provisions that
will result in forfeiture of the award if the employee leaves the Company prior
to the end of the vesting period, encourages employee retention. The
Compensation Committee believes that equity incentive compensation is
appropriate for the named executive officers, as well as other key employees of
the Company and its subsidiaries.
The
Compensation Committee’s equity incentive compensation award practices are
described in “Equity Award Practices” on page 8.
During
fiscal year 2009, a total of 343,025 restricted shares were awarded to employees
of the Company and its subsidiaries, of which 256,025 restricted shares were
awarded to named executive officers. It should be noted, however,
that 77,539 of these restricted shares (“replacement shares”) were issued to Mr.
Knapp to replace all 77,539 of the restricted shares held by him, which were
cancelled during fiscal year 2009 upon the issuance of the replacement
shares. Please see “Compensation of the Chief Executive Officer” on
page 11 for additional information. All of the restricted share
awards awarded during fiscal year 2009, except for the replacement shares
awarded to Mr. Knapp, have three-year cliff vesting. No stock options
were awarded to Company employees (including the named executive officers) in
fiscal year 2009.
While the
Compensation Committee has no formal commitment to award equity incentive
compensation to any employee on an annual basis, in the event that the merger
with A. Schulman contemplated by the Merger Agreement is not consummated, the
Committee anticipates that restricted share awards may be made to key employees,
including our named executive officers, on an annual basis. During
the first several months of fiscal year 2009, the Compensation Committee had
anticipated that annual equity incentive compensation awards to key employees
would be made, in accordance with the Committee’s past practice, during the
later part of the first quarter of fiscal year 2010 when the Committee would
review the other elements of key employees’ compensation; however, given the
December 2, 2010 announcement of the Merger Agreement with A. Schulman, the
Committee did not consider or approve annual equity incentive compensation
awards to key employees during the first quarter of fiscal year
2010.
In the
event that the merger is not consummated, the Compensation Committee expects
that occasional equity incentive compensation awards may be approved by the
Committee other than on the annual basis when it considers broad-based
awards. For example, a one-off award of equity incentive compensation
may be approved during the fiscal year when a new key employee joins the Company
or an employee is promoted to a key position, or as a retention tool and to
recognize performance for employees who have demonstrated exceptional
performance during the fiscal year, especially for employees who did not receive
a restricted share award earlier in the year at the time when other employees
may have received awards.
Retirement
Plans – Company Matching
We do not
provide retirement benefits to our named executive officers, other than through
our standard defined contribution plans to the same extent applicable to all
employees. We maintain several defined contribution plans that cover
employees who meet certain eligibility requirements related to age and period of
service with the Company. The plan in which an employee is eligible to
participate depends upon the subsidiary for which the employee
works. Our U.S. employees who meet certain eligibility requirements
may participate in our 401(k) plan, under which the Company matches employee
salary deferrals with shares of our common stock. Many of our foreign
plans, including the plan applicable to Mr. Bristow described below, require the
Company to match employees’ contributions in cash; however, the Company does not
match any employee contributions in foreign plans with common
stock.
Messrs.
Knapp, Barkmann, Leuschner and Parsons, each of whom are employed by domestic
subsidiaries of the Company, are eligible to participate in our 401(k)
plan. Under the 401(k) plan, the Company makes matching contributions
in the form of common stock in an amount equal to a maximum of 4% of a
participating employee’s base salary. The Company’s matching
contributions in the 401(k) plan related to fiscal year 2009 salary deferrals
were mandatory and vested immediately. The 401(k) plan also includes
a discretionary matching feature pursuant to which we may elect to distribute a
share of our profits pro-rata to employees in cash, although we have had no
obligation to make a profit sharing contribution in the past, and have not, as
of the date of this Form 10-K/A, made any commitment to do so in the
future.
Other
Benefits
We
provide our named executive officers with other benefits, as reflected in the
“All Other Compensation” column in the Summary Compensation Table for 2009 shown
on page 19. The Compensation Committee believes that these benefits
are reasonable. Most of the benefits are consistent with the
Company’s compensation program that applies to all of our employees, including
employees who are not executive officers. The cost of these benefits
constitutes a relatively small percentage of each named executive officer’s
total compensation.
Compensation
for Named Executive Officers in Fiscal Year 2009 and Compensation Arrangements
for Fiscal Year 2010
The
annual incentive bonus payouts for each of the named executive officers for
fiscal year 2009 reflect the Company’s performance in fiscal year 2009 against
financial and operational measurements. A more detailed analysis of
our financial and operational performance in fiscal year 2009 is contained in
the Management’s Discussion & Analysis section of our 2009 10-K, which was
filed with the SEC on December 4, 2009.
Compensation of the Chief Executive
Officer
Fiscal Year
2009: For fiscal year 2009, the three key elements of the
compensation for our CEO were:
1. Base Salary:
$250,000.
2. Fiscal Year 2009 Annual
Incentive Bonus: Mr. Knapp was entitled to be paid a fiscal
year 2009 cash bonus, calculated pursuant to his fiscal year 2009 incentive
bonus plan. Mr. Knapp’s annual incentive bonus was calculated based
on the average of the fiscal year 2009 annual incentive bonuses paid to the
Business Unit Presidents, as follows:
The sum of the annual incentive bonuses paid to the
Company’s other
|
ELT members based on FY 2009
performance,
|
in accordance with their respective annual incentive
bonus plans
|
divided by:
|
The sum of the fiscal year 2009 base salaries of the
Company’s other ELT members
|
multiplied by:
|
Mr. Knapp’s fiscal year 2009 annual base salary
($250,000)
|
Mr. Knapp
earned $46,735 pursuant to the above formula.
3. Restricted
Shares:
a) Shares in lieu of fiscal year 2008
annual incentive cash bonus: As noted above, following the end
of fiscal year 2008 the Compensation Committee offered each ELT member the
option to cancel all or a portion of their respective cash bonus awards in
exchange for an equivalent award of restricted shares (calculated based on the
fair market value of the shares as of the grant date, December 15,
2008). Mr. Knapp elected to cancel $30,000 of his $57,661 fiscal year
2008 cash bonus in exchange for an award of 11,539 restricted shares, which were
issued on December 15, 2008 and are shown in the Grants of Plan-Based Awards
table on page 21. While this award of restricted shares was made
during the first quarter of fiscal year 2009, it was intended to serve as an
element of fiscal year 2008 compensation (in that it replaced a portion of the
bonus to which Mr. Knapp became entitled based on fiscal year 2008
performance).
b) “Annual” Restricted Share
Award: In addition to the 11,539 restricted shares described
in the preceding paragraph which were received by Mr. Knapp in exchange for
forfeiture of a portion of his annual incentive cash bonus, Mr. Knapp received a
separate award of 30,000 restricted shares on December 15, 2008 (the same date
when restricted shares were awarded to other key employees, including the named
executive officers). The award of 30,000 restricted shares to Mr.
Knapp, as well as to the other key employees who received awards on that date,
was made pursuant to the philosophy described under “Equity (Long-Term)
Compensation.”
c) “Award of “Replacement
Shares”: On March 4, 2009, the Company announced that the Board of
Directors had initiated an exploratory search for a new CEO with industry
background to replace Mr. Knapp. The Company further announced that
Mr. Knapp would continue to serve in his current position during the search
process, and would continue to serve on the Board as Vice Chairman following the
appointment of a new CEO. The Board did not set a timeline for
appointing a new CEO, but anticipated that it would be prior to the vesting date
of Mr. Knapp’s 77,539 previously-awarded restricted shares. Based on
Mr. Knapp’s major accomplishments as CEO and his continuing contributions
expected during the CEO search period, transition period, and anticipated tenure
on the Board of Directors following the conclusion of his employment, the Board
felt that it would be inappropriate for Mr. Knapp to forfeit his
previously-awarded restricted shares at the end of his
employment. The Company’s equity incentive plan from which restricted
share awards can be made to employees requires a minimum service period of one
year (although typically employee awards have had three year cliff vesting), and
on May 11, 2009, the Board, anticipating that Mr. Knapp would remain employed
for one year (although his CEO term might conclude in less than a year), issued
77,539 new restricted shares (“replacement shares”) to Mr. Knapp with a vesting
date of May 11, 2010, and cancelled the 77,539 restricted shares with vesting
dates of August 17, 2010 and December 15, 2011 that were previously issued to
Mr. Knapp. The replacement shares are subject to forfeiture if Mr.
Knapp’s employment terminates prior to the end of the one-year vesting
period.
Fiscal Year
2010: For fiscal year
2010, the key elements of Mr. Knapp’s compensation consist of the
following:
1. Base
Salary: Effective November 1, 2009, Mr. Knapp’s base salary
was increased by $30,000 to $280,000. All of the named executive
officers, including Mr. Knapp, received increases in their base salaries,
effective November 1, 2009, on the basis that the Board of Directors believes
that the named executive officers’ base salaries are below market in comparison
with similarly situated executives, and also given that the length of time since
the named executive officers
had
received an increase in base salary. The date of the last increase in
Mr. Knapp’s base salary was October 1, 2007.
2. Fiscal Year 2010 Annual
Incentive Bonus: Mr. Knapp is entitled to be paid a fiscal
year 2010 cash bonus, calculated pursuant to his fiscal year 2010 incentive
bonus plan. Mr. Knapp’s annual incentive bonus will be calculated
based on the average of the fiscal year 2010 annual incentive bonuses paid to
the other five ELT members. The formula is set forth in the Company’s
Current Report on Form 8-K filed with the SEC on December 8, 2009, and
summarized as follows:
The sum of the annual incentive bonuses paid to the
Company’s other
|
five ELT members based on FY 2010
performance,
|
in accordance with their respective annual incentive
bonus plans
|
divided by:
|
The sum of the fiscal year 2010 base salaries of the
Company’s other five ELT members
|
multiplied by:
|
Mr. Knapp’s fiscal year 2010 annual base salary
($280,000)
|
Mr. Knapp will not be entitled to a FY
2010 annual incentive bonus if, prior to October 1, 2010 (a) he resigns from
employment with the Company (except in the case of resignation or termination
for “Good Reason”) or (b) he is terminated from employment for
“Cause.” If Mr. Knapp’s employment is terminated without Cause
(including in connection with consummation of the merger with A. Schulman), a
pro rata bonus will be paid to him following the conclusion of fiscal year 2010,
in no event later than December 15, 2010. For the purpose of this
paragraph, “Good Reason” and “Cause” have the meanings ascribed to those terms
in the Change in Control Severance Plan described on page 25 below.
The Compensation Committee believes
that the fiscal year 2010 cash bonus formula, as discussed above, is an
appropriate means to incentivize Mr. Knapp to assist the business units and ELT
members to achieve their performance targets and strategic initiatives, which
efforts should be a primary focus of the CEO.
3. Restricted
Shares: As of the date of this filing, Mr. Knapp (along with
the other ELT members) has not received any “annual” restricted share award in
fiscal year 2010. While the award of 30,000 restricted shares
received by Mr. Knapp on December 15, 2008 (which was in fiscal year 2009), was
recognized as an element of Mr. Knapp’s fiscal year 2009 compensation, the
Compensation Committee considered the award to be, to some extent, also an
element of fiscal year 2010 compensation, given the Committee’s philosophy
regarding restricted share awards.
Compensation of the Business Unit
Presidents
Fiscal Year
2009: In fiscal year
2009, the key elements of the compensation of our Business Unit Presidents,
Messrs. Barkmann, Bristow and Parsons were:
1. Base
Salary: Fiscal year 2009 base salaries paid to our Business
Unit Presidents who are also named executive officers were:
|
·
|
Stephen
E. Barkmann: $250,480;
|
|
·
|
Derek
R. Bristow: $250,000; and
|
|
·
|
Eric
Parsons: $218,000.
|
Effective
January 1, 2009, Mr. Bristow’s base salary was changed from $286,001 Australian
dollars per year to U.S. $250,000 per year, payable in monthly installments, in
Australian currency.
2. Fiscal Year 2009 Annual
Incentive Bonus: Pursuant to the Business Unit Presidents’
fiscal year 2009 annual incentive bonus plans, which are filed as Exhibit 10.2
to our Current Report on Form 8-K filed with the SEC on January 22, 2008,
Messrs. Barkmann, Bristow and Parsons were eligible to earn a cash bonus of up
to 100% of their respective base salaries, depending on actual performance
during the fiscal year 2009 against the following key performance measures
(weighted as indicated in parenthesis):
|
·
|
Business
Unit operating income (15%);
|
|
·
|
Business
Unit return on invested capital
(15%);
|
|
·
|
Business
Unit investment turnover (10%);
|
|
·
|
Business
Unit cash flow from operations
(20%);
|
|
·
|
Company
consolidated return on equity (20%);
and
|
|
·
|
Subjective
factors (20%).
|
Based on
performance against the above measures, as more specifically described in the
tables below, Messrs. Barkmann, Bristow and Parsons earned and were paid fiscal
year 2009 cash bonuses in the amounts of $53,720, $90,845 and $15,284,
respectively, representing 21%, 36% and 7%, of their respective fiscal year 2009
base salaries. The $90,845 bonus of Mr. Bristow, who was appointed
President of our ICO Asia Pacific Division effective May 18, 2009, consisted of
payment of $65,345 based on performance related to the ICO Europe Division, and
$25,500 based on performance related to the ICO Asia Pacific
Division.
The
Compensation Committee selected the measurements of business unit operating
income, business unit return on invested capital, business unit cash flow from
operations and business unit investment turnover in the Business Unit
Presidents’ plans because the Board of Directors is of the opinion that these
are key measurements that the Business Unit Presidents should use to evaluate
their respective business unit performance, and the Board desires that the
Business Unit Presidents stay keenly focused on these metrics throughout the
year. The Compensation Committee has made the Company’s consolidated
return on equity a measurement for the Business Unit Presidents’ annual
incentive bonus because the Committee (and the Board) believes that the success
of the Company depends on the collaborative efforts of the Business Unit
Presidents despite their geographic differences. By making a
component of the annual incentive bonus to the Business Unit Presidents based on
the success of the entire entity, there is an ongoing emphasis on team building,
team spirit and contributions between our business units. Finally,
the Compensation Committee believes that a component of the annual incentive
bonus should be subjective, based primarily on input from the CEO, who works
day-to-day with the Business Unit Presidents and is, therefore, most well-suited
to lead the evaluation of subjective performance factors. Subjective
factors may include positive items such as one Business Unit President’s
significant contributions during the fiscal year to the efforts of another
Business Unit President’s key initiatives, or, negative items such as
acknowledgement that an executive failed to execute a key initiative (not
necessarily reflected in the financial results) for the fiscal year at the level
of the performance that was expected.
For each
measurement, the bonus amount payable is calculated as the result achieved for
each measurement (i.e., a 0%, 50% or 100% of base salary payout) multiplied by
the weighting percentage, the result of which is then multiplied by the relevant
Business Unit President’s base salary. Results for each measurement
falling between the targeted amounts adjust the payout targets by interpolating
the percentage of: (i) the result achieved minus the lower threshold divided by
(ii) the difference between the higher and lower target multiplied by (iii) the
higher payout target percentage. We are unable to disclose the
subjective performance factors in the plans for each of Messrs. Barkmann,
Bristow and Parsons as we believe this information would result in competitive
harm.
Mr.
Barkmann – Bayshore Industrial
|
Target(1)
|
||||||
Measurement
|
Weighting
|
0%
|
50%
|
100%
|
Actual
Achievement(1)
|
Percentage Payout
|
Dollar
Payout
|
Business
Unit Operating Income
|
15%
|
$4.4
|
$7.0
|
$9.6
|
$6.2
|
34%
|
$
12,688
|
Business
Unit Return on Invested Capital
|
15%
|
35%
|
40%
|
45%
|
29%
|
0%
|
$ --
|
Business
Unit Investment Turnover
|
10%
|
3.2x
|
3.4x
|
3.6x
|
3.0x
|
0%
|
$ --
|
Business
Unit Cash Flow from Operations
|
20%
|
$6.5
|
$8.0
|
$9.5
|
$9.0
|
82%
|
$
41,032
|
Consolidated
Return on Equity
|
20%
|
15%
|
20%
|
25%
|
0%
|
0%
|
$ --
|
Subjective
Factors (1)
|
20%
|
0%
|
$ --
|
||||
TOTAL
|
$
53,720
|
__________________
|
(1)
|
Dollars
in millions.
|
Mr.
Bristow – ICO Europe
|
Target(1)
|
||||||
Measurement
|
Weighting
|
0%
|
50%
|
100%
|
Actual
Achievement(1)
|
Percentage Payout
|
Dollar
Payout
|
Business
Unit Operating Income
|
15%
|
$4.1
|
$7.0
|
$9.9
|
$5.7
|
28%
|
$
10,345
|
Business
Unit Return on Invested Capital
|
15%
|
15%
|
20%
|
25%
|
11%
|
0%
|
$ --
|
Business
Unit Investment Turnover
|
10%
|
3.2x
|
3.4x
|
3.6x
|
2.5x
|
0%
|
$ --
|
Business
Unit Cash Flow from Operations
|
20%
|
$10
|
$12
|
$14
|
$18
|
100%
|
$
50,000
|
Consolidated
Return on Equity
|
20%
|
15%
|
20%
|
25%
|
0%
|
0%
|
$ --
|
Subjective
Factors (1)
|
20%
|
10%
|
$ 5,000
|
||||
TOTAL
|
$
65,345
|
__________________
|
(1)
|
Dollars
in millions.
|
Mr.
Bristow – ICO Asia Pacific
|
Target(1)
|
||||||
Measurement
|
Weighting
|
0%
|
50%
|
100%
|
Actual
Achievement(1)
|
Percentage Payout
|
Dollar
Payout
|
Business
Unit Operating Income
|
15%
|
$1.3
|
$3.5
|
$4.8
|
$(2.7)
|
0%
|
$ --
|
Business
Unit Return on Invested Capital
|
15%
|
20%
|
25%
|
30%
|
(9%)
|
0%
|
$ --
|
Business
Unit Investment Turnover
|
10%
|
3.2x
|
3.4x
|
3.6x
|
1.8x
|
0%
|
$ --
|
Business
Unit Cash Flow from Operations
|
20%
|
$8
|
$10
|
$12
|
$10
|
51%
|
$
25,500
|
Consolidated
Return on Equity
|
20%
|
15%
|
20%
|
25%
|
0%
|
0%
|
$ --
|
Subjective
Factors (1)
|
20%
|
0%
|
$ --
|
||||
TOTAL
|
$
25,500
|
__________________
|
(1)
|
Dollars
in millions.
|
Mr.
Parsons – IPNA
|
Target(1)
|
||||||
Measurement
|
Weighting
|
0%
|
50%
|
100%
|
Actual
Achievement(1)
|
Percentage
Payout
|
Dollar
Payout
|
Business
Unit Operating Income
|
15%
|
$1.3
|
$4.0
|
$6.7
|
$2.0
|
13%
|
$ 4,239
|
Business
Unit Return on Invested Capital
|
15%
|
20%
|
25%
|
30%
|
9%
|
0%
|
$ --
|
Business
Unit Investment Turnover
|
10%
|
3.2x
|
3.4x
|
3.6x
|
1.5x
|
0%
|
$ --
|
Business
Unit Cash Flow from Operations
|
20%
|
$1.1
|
$2.3
|
$3.5
|
$1.5
|
15%
|
$ 6,685
|
Consolidated
Return on Equity
|
20%
|
15%
|
20%
|
25%
|
0%
|
0%
|
$ --
|
Subjective
Factors (1)
|
20%
|
10%
|
$ 4,360
|
||||
TOTAL
|
$
15,284
|
__________________
|
(1)
|
Dollars
in millions.
|
3. Restricted
Shares:
a) Shares in lieu of fiscal year 2008
annual incentive cash bonus: As noted above, following the end
of fiscal year 2008 the Compensation Committee offered each ELT member the
option to cancel all or a portion of their respective cash bonus awards in
exchange for an equivalent award of restricted shares (calculated based on the
fair market value of the shares as of the grant date, December 15,
2008). Mr. Barkmann elected to cancel $37,661 of his $59,970 fiscal
year
2008 cash
bonus in exchange for an award of 14,485 restricted shares, which were issued on
December 15, 2008 and are shown in the Grants of Plan Based-Awards table shown
on page 21. The referenced restricted shares vest on December 15,
2011, and are subject to forfeiture if Mr. Barkmann’s employment terminates
prior to the end of the three-year vesting period. While this award
of restricted shares was made during the first quarter of fiscal year 2009, it
was intended to serve as an element of Mr. Barkmann’s fiscal year 2008
compensation (in that it replaced a portion of the bonus to which Mr. Barkmann
became entitled based on fiscal year 2008 performance). Neither Mr.
Bristow nor Mr. Parsons elected to cancel any portion of their fiscal year 2008
cash bonuses in exchange for restricted shares.
b) “Annual” Restricted Share
Award: On December 15, 2008, Messrs. Barkmann, Bristow and
Parsons received awards of 36,000, 34,000 and 20,000 restricted shares,
respectively. The referenced restricted shares vest on December 15,
2011, and are subject to forfeiture if the employee’s employment terminates
prior to the end of the three-year vesting period. In addition, Mr.
Bristow received an award of 21,000 restricted shares on May 11, 2009 in
connection with his appointment as Business Unit President for our ICO Asia
Pacific division effective on May 18, 2009. The May 11, 2009
restricted shares vest on May 11, 2012, and are subject to forfeiture if the Mr.
Bristow’s employment terminates prior to the end of the three-year vesting
period. The December 15, 2008 and May 11, 2009 restricted share
awards referred to in this paragraph were made pursuant to the philosophy
described under “Equity (Long-Term) Compensation” on page 10.
Fiscal Year
2010: For fiscal year
2010, the key elements of the compensation of our Business Unit Presidents
consist of the following:
1. Base
Salary: Effective November 1, 2009, Mr. Barkmann’s and Mr.
Bristow’s respective base salaries increased from U.S. $250,000 per year to U.S.
$280,000 per year, and Mr. Parson’s base salary increased from U.S. $218,000 per
year to U.S. $230,000 per year. Mr. Bristow’s base salary is payable
in Australian currency. All of the named executive officers,
including the Business Unit Presidents, received increases in their base
salaries, effective November 1, 2009, on the basis that the Board of Directors
believes that the named executive officers’ base salaries are below market in
comparison with similarly situated executives, and also given the length of time
since the named executive officers had received an increase in base
salary. The date of the last increase in the base salaries of Messrs.
Barkmann, Bristow and Parsons were, respectively: February 1, 2007; January 1,
2008; and January 1, 2008.
2. Fiscal Year 2010 Annual
Incentive Bonus: Pursuant to the Business Unit Presidents’
fiscal year 2010 annual incentive bonus plans, which is filed as Exhibit 10.2 to
our Current Report on Form 8-K filed on December 8, 2009, Messrs. Barkmann,
Bristow and Parsons are eligible to earn a cash bonus of up to 100% of their
respective base salaries, depending on actual performance during the fiscal year
2010 against the following key performance measures (weighted as indicated in
parenthesis):
|
·
|
Business
Unit operating income (20%);
|
|
·
|
Business
Unit return on invested capital
(15%);
|
|
·
|
Business
Unit investment turnover (10%);
|
|
·
|
Business
Unit cash flow from operations
(10%);
|
|
·
|
Company
consolidated return on equity (25%);
and
|
|
·
|
Subjective
factors (20%).
|
With
regard to the Business Unit Presidents’ fiscal year 2010 annual incentive bonus
plans, the Committee continues to maintain the compensation philosophy described
under “Fiscal Year
2009 Annual Incentive Bonus” on page 13. The performance
measures in the 2010 plans are identical to the performance measures in the 2009
plans. The weighting, however, has been slightly revised as
follows: (i) Business Unit operating income weighting has been
increased from 15% to 20%; (ii) Business Unit cash flow from operations
weighting has been decreased from 20% to 10%; and (iii) Company consolidated
return on equity weighting has been increased from 20% to 25%.
A
Business Unit President will not be entitled to a FY 2010 annual incentive bonus
if, prior to October 1, 2010 (a) he resigns from employment with the Company
(except in the case of resignation or termination for “Good Reason”) or (b) he
is terminated from employment for “Cause.” If the Business Unit
President’s employment is terminated without Cause (including in connection with
consummation of the merger with A. Schulman), a pro rata bonus will be paid to
him following the conclusion of fiscal year 2010, in no event later than
December 15, 2010. For the purpose of this paragraph, “Good Reason”
and “Cause” have the meanings ascribed to those terms in the Change in Control
Severance Plan described on page 25 below.
3. Restricted
Shares: As of the date of this filing, Messrs. Barkmann,
Bristow and Parsons (along with the other ELT members) have not received any
“annual” restricted share awards in fiscal year 2010. While the
awards received by Messrs. Barkmann, Bristow and Parsons of 36,000, 34,000 and
20,000 restricted shares, respectively, on December 15, 2008 (which was in
fiscal year 2009), were recognized as an element of the Business Unit
Presidents’ fiscal year 2009 compensation, the Compensation Committee considered
the awards to be, to some extent, also an element of fiscal year 2010
compensation, given the Committee’s philosophy regarding restricted share
awards.
Compensation of the Chief Financial
Officer
Fiscal Year
2009: In fiscal year
2009, key elements of the compensation of our CFO, Mr. Leuschner,
were:
1. Base
Salary: $216,000.
2. Fiscal Year 2009 Annual
Incentive Bonus: Pursuant to the CFO’s fiscal year 2009 annual
incentive bonus plan, which is filed as Exhibit 10.1 to our Current Report on
Form 8-K filed on January 22, 2009, Mr. Leuschner was eligible to earn a cash
bonus of up to 54% of his base salary, depending on actual performance during
the 2009 fiscal year against the following key performance measures (weighted as
indicated in parenthesis):
|
·
|
Corporate
expense (25%);
|
|
·
|
Company
consolidated return on equity
(25%);
|
|
·
|
Company
consolidated cash flow from operations
(25%);
|
|
·
|
Subjective
factors (25%).
|
Based on
performance against the above measures, as more specifically described in the
table below, Mr. Leuschner was entitled to be paid a fiscal year 2009 cash bonus
in the amount of $50,216, representing 23.2%, of his fiscal year 2009 base
salary.
The
measurement of corporate expense in the CFO’s plan was selected by the
Compensation Committee because the CFO has primary oversight responsibility for
corporate office budgeting and expenses, and significant management
responsibility at the corporate office, and the CFO’s job responsibilities
include focusing on controlling corporate expenses. Consolidated cash
flow from operations was selected by the Compensation Committee as a measurement
because the Committee wants the CFO to devote special focus to this measurement,
especially given the economic environment during fiscal year
2009. The above comments regarding the Compensation Committee’s
philosophy for including the Company’s consolidated return on equity and
subjective factors in the Business Unit Presidents’ annual incentive bonus plans
apply equally to the inclusion of these measurements in the CFO’s
plan.
For each
measurement, the bonus amount payable is calculated as the result achieved for
each measurement (i.e., a 0%, 27% or 54% of base salary payout) multiplied by
the weighting percentage, the result of which is then multiplied by the CFO’s
base salary. Results for each measurement falling between the
targeted amounts adjust the payout targets by interpolating the percentage
of: (i) the result achieved minus the lower threshold divided by (ii)
the difference between the higher and lower target multiplied by (iii) the
higher payout target percentage. We are unable to disclose the
subjective performance factors in Mr. Leuschner’s plan as we believe this
information would result in competitive harm.
Target(1)
|
|||||||
Measurement
|
Weighting
|
0%
|
27%
|
54%
|
Actual Achievement(1)
|
Percentage Payout
|
Dollar
Payout
|
Corporate
Expense
|
25%
|
$6.7
|
$6.0
|
$5.3
|
$5.9
|
29%
|
$
15,656
|
Company
Consolidated Return on Equity
|
25%
|
15%
|
20%
|
25%
|
0%
|
0%
|
$ --
|
Company
Consolidated Cash Flow
|
25%
|
$18
|
$26
|
$34
|
$43
|
54%
|
$
29,160
|
Subjective
Factors
|
25%
|
10%
|
$ 5,400
|
||||
TOTAL
|
$
50,126
|
__________________
|
(1)
|
Dollars
are in millions of dollars.
|
3.
|
Restricted
Shares:
|
a) Shares in lieu of fiscal year 2008
annual incentive cash bonus: As noted above, following the end
of fiscal year 2008 the Compensation Committee offered each ELT member the
option to cancel all or a portion of their respective cash bonus awards in
exchange for an equivalent award of restricted shares (calculated based on the
fair market value of the shares as of the grant date, December 15,
2008). Mr. Leuschner elected to cancel $9,000 of his $44,194 fiscal
year 2008 cash bonus in exchange for an award of 3,462 restricted shares, which
were issued on December 15, 2008 and are shown in the Grants of Plan-Based
Awards table on page 21. The referenced restricted shares vest on
December 15, 2011, and are subject to forfeiture if Mr. Leuschner’s employment
terminates prior to the end of the three-year vesting period. While
this award of restricted shares was made during the first quarter of fiscal year
2009, it was intended to serve as an element of Mr. Leuschner’s fiscal year 2008
compensation (in that it replaced a portion of the bonus to which Mr. Leuschner
became entitled based on fiscal year 2008 performance).
b) “Annual” Restricted Share
Award: In addition to the 3,462 restricted shares described in
the preceding paragraph which were received by Mr. Leuschner in exchange for
forfeiture of a portion of his annual incentive cash bonus, Mr. Leuschner
received a separate award of 8,000 restricted shares on December 15, 2008 (the
same date when restricted shares were awarded to other key employees, including
the named executive officers). The referenced restricted shares vest
on December 15, 2011, and are subject to forfeiture if Mr. Leuschner’s
employment terminates prior to the end of the three-year vesting
period. The award of 8,000 restricted shares to Mr. Leuschner,
as well as to the other key employees who received awards on that date, was made
pursuant to the philosophy described under “Equity (Long-Term)
Compensation.”
Fiscal Year
2010: For fiscal year
2010, the key elements of the compensation of the CFO will consist of the
following:
1. Base
Salary: Effective November 1, 2009, Mr. Leuschner’s base
salary increased from $216,000 per year to $230,000 per year. All of
the named executive officers, including Mr. Leuschner, received increases in
their base salaries, effective November 1, 2009, on the basis that the Board of
Directors believes that the named executive officers’ base salaries are below
market in comparison with similarly situated executives, and also given the
length of time since the named executive officers had received an increase in
base salary. The date of the last increase in the base salary of Mr.
Leuschner was January 1, 2008, when Mr. Leuschner’s base salary was increased in
consideration of his promotion from the position of Chief Accounting Officer to
the positions of Chief Financial Officer and Treasurer.
2. Fiscal Year 2010 Annual
Incentive Bonus: Pursuant to the CFO’s fiscal year 2010 annual
incentive bonus plan, which is filed as Exhibit 10.1 to our Current Report on
Form 8-K filed with the SEC on December 8, 2009, Mr. Leuschner is eligible to
earn a cash bonus of up to 60% of his base salary, depending on actual
performance during the fiscal year 2010 against the following key performance
measures (weighted as indicated in parenthesis):
|
·
|
Corporate
expense (25%);
|
|
·
|
Company
consolidated return on equity
(25%);
|
|
·
|
Company
consolidated cash flow from operations (25%);
and
|
|
·
|
Subjective
factors (25%).
|
With
regard to the CFO’s fiscal year 2010 annual incentive bonus plan, the
Compensation Committee continues to maintain the compensation philosophy
described under “Fiscal Year 2009 Annual
Incentive Bonus” on page 17. The performance measures and
weighting in Mr. Leuschner’s fiscal year 2010 annual incentive bonus plan are
identical to the performance measures in his fiscal year 2009 annual incentive
bonus plan.
Mr. Leuschner will not be entitled to a
FY 2010 annual incentive bonus if, prior to October 1, 2010 (a) he resigns from
employment with the Company (except in the case of resignation or termination
for “Good Reason”) or (b) he is terminated from employment for
“Cause.” If Mr. Leuschner’s employment is terminated without Cause
(including in connection with consummation of the merger with A. Schulman), a
pro rata bonus will be paid to him following the conclusion of fiscal year 2010,
in no event later than December 15, 2010. For the purpose of this
paragraph, “Good Reason” and “Cause” have the meanings ascribed to those terms
in the Change in Control Severance Plan described on page 25
below.
3. Restricted
Shares: As of the date of this filing, Mr. Leuschner (along
with the other ELT members) has not received any “annual” restricted share
awards in fiscal year 2010. While the award of 8,000 restricted
shares received by Mr. Leuschner on December 15, 2008 (which was in fiscal year
2009) was recognized as an element of Mr. Leuschner’s fiscal year 2009
compensation, the Compensation Committee considered the awards to be, to some
extent, also an element of fiscal year 2010 compensation, given the Committee’s
philosophy regarding restricted share awards.
COMPENSATION
COMMITTEE REPORT
The
report of the Compensation Committee of the Board of Directors shall not be
deemed to be “soliciting material” or to be “filed” with the SEC or subject to
the SEC’s proxy rules, except for the required disclosure in this report, or
subject to the liabilities of Section 18 of the Exchange Act, except to the
extent that the Company specifically incorporates by reference into any filing
made by the Company under the Securities Act of 1933, as amended, or the
Exchange Act.
The
Compensation Committee of the Company has reviewed and discussed the
Compensation Discussion and Analysis required by Item 402(b) off Regulation S-K
with management, and based on such review and discussions, the Compensation
Committee recommends to the Board of Directors that the Compensation Discussion
and Analysis be included in this Form 10-K/A.
COMPENSATION
COMMITTEE
|
|
David
E. K. Frischkorn, Jr., Chairman
Eugene
R. Allspach
Eric
O. English
Warren
W. Wilder
|
Summary
Compensation
The
following table provides information about total compensation received for
services rendered to the Company by our named executive officers for the last
three fiscal years ended September 30, 2009.
Summary
Compensation Table for 2009
Name
and Position
|
Fiscal
Year
|
Salary
($)
|
Bonus
($)
|
Stock
Awards(1)
($)
|
Option
Awards(2)
($)
|
Non-Equity
Incentive
Plan
Compensation(3)
($)
|
All
Other
Compensation
($)(4)
|
Total
($)
|
||||
A.
John Knapp, Jr., CEO
|
2009
2008
2007
|
250,000
250,000
200,000
|
--
--
--
|
91,065
91,494
13,455
|
--
4,130
160,920
|
46,735
27,661
115,000
|
19,712
19,232
18,152
|
(5)
(6)
(7)
|
407,512
392,517
507,527
|
|||
Stephen
E. Barkmann,
Pres.,
Bayshore Industrial
|
2009
2008
2007
|
250,480
250,480
245,643
|
(8)
|
--
--
--
|
133,231
104,856
15,420
|
42,288
52,224
66,924
|
53,720
22,309
196,591
|
19,712
19,232
21,132
|
(9)
(10)
(11)
|
499,431
449,101
545,710
|
||
Eric
Parsons, Pres.,
IPNA†
|
2009
2008
--
|
218,000
212,868
--
|
--
--
--
|
58,307
46,603
--
|
19,381
22,157
--
|
15,284
49,608
--
|
19,064
18,624
--
|
(12)
(13)
|
330,036
349,860
--
|
|||
Derek
Bristow, Pres.,
ICO
Europe and ICO Asia Pacific
|
2009
2008
2007
|
250,000
257,127
232,345
|
(14)
(15)
(16)
|
--
--
--
|
87,543
58,253
8,567
|
22,287
26,794
37,700
|
90,845
91,294
138,838
|
(17)
(18)
(19)
|
32,313
26,264
18,588
|
(20)
(21)
(22)
|
482,988
459,732
436,038
|
|
Bradley
T. Leuschner,
CFO
|
2009
2008
2007
|
216,000
207,387
178,168
|
(23)
|
--
--
39,000
|
39,726
26,274
1,285
|
--
2,179
8,377
|
50,216
35,194
--
|
19,152
18,527
17,358
|
(24)
(25)
(26)
|
325,094
289,561
244,188
|
|
__________________
|
|
†
|
Mr.
Parsons was not a named executive officer of the Company during fiscal
year 2007.
|
|
(1)
|
Represents
the dollar amount of restricted share compensation cost recognized for the
years shown for financial statement reporting purposes based on the fair
value, as of the date of grant, of restricted shares awarded in those
years and prior fiscal years. The fair value was calculated
using the closing market price of the common stock on the date of
award. Assumptions used in the valuation of equity incentive
compensation awards are included in Note 11 of the Company’s audited
financial statements for the year ended September 30,
2009,
|
|
included in the Company’s Annual Report on Form 10-K
filed with the SEC on December 4, 2009. See the Grants of
Plan-Based Awards Table for 2009 on page 21 for information on restricted
share awards made in fiscal year 2009. These amounts reflect
the Company’s accounting expense for these restricted share awards, and do
not correspond to the actual value that will be recognized by the named
executive officers.
|
|
(2)
|
Represents the dollar amount of stock option
compensation cost recognized for the years shown for financial statement
reporting purposes based on the fair value, as of the date of grant, of
stock options awarded in those years and prior fiscal
years. The fair value was estimated using the Black-Scholes
model. Assumptions made in the valuation of equity incentive
compensation awards are discussed in Note 11 of the Company’s audited
financial statements for the year ended September 30, 2009, included in
the Company’s Annual Report on Form 10-K filed with the SEC on December 4,
2009. These amounts reflect the Company’s accounting expense
for these stock option awards, and do not correspond to the actual value
that will be recognized by the named executive
officers.
|
|
(3)
|
The amounts reported in this column reflect cash
payments earned for the years shown by the named executive officers under
the Company’s annual incentive bonus plans. The annual
incentive bonus plans for fiscal year 2009 are discussed under “Annual
Cash Compensation” on page 9.
|
|
(4)
|
All eligible employees of the Company, including the
named executive officers, are entitled to participate in standard health,
welfare and retirement savings plans applicable to the subsidiary for
which the employee works. Under these plans, the Company makes
certain premium payments and contributions to or on behalf of each of its
named executive officers, just as it does for each of its eligible
employees. The amounts set forth in this column include the
payments and contributions made to or on behalf of each of the named
executive officers for the years
shown.
|
|
(5)
|
Consists of 401(k) Plan matching contributions valued
at $9,200, payment of the premium on a life insurance benefit policy for
the benefit of Mr. Knapp of $132 and payment of $10,380 toward the premium
on a health insurance policy for the benefit of Mr.
Knapp.
|
|
(6)
|
Consists of 401(k) Plan matching contributions valued
at $9,000, payment of the premium on a life insurance benefit policy for
the benefit of Mr. Knapp of $132 and payment of $10,100 toward the premium
on a health insurance policy for the benefit of Mr.
Knapp.
|
|
(7)
|
Consists of 401(k) Plan matching contributions valued
at $7,920, payment of the premium on a life insurance benefit policy for
the benefit of Mr. Knapp of $132 and payment of $10,100 toward the premium
on a health insurance policy for the benefit of Mr.
Knapp.
|
|
(8)
|
Mr. Barkmann’s base salary at the beginning of the
fiscal year ending September 30, 2006 was $243,400. Effective
January 1, 2007, his base salary was increased by $15,480 to
$250,480. $8,400 of this amount was in lieu of a car allowance
that he previously received. The actual dollar value of Mr.
Barkmann’s base salary for fiscal year ending September 30, 2006 was
$244,943.
|
|
(9)
|
Consists of 401(k) Plan matching contributions valued
at $9,200, payment of the premium on a life insurance benefit policy for
the benefit of Mr. Barkmann of $132 and payment of $10,380 toward the
premium on a health insurance policy for the benefit of Mr.
Barkmann.
|
(10)
|
Consists of 401(k) Plan matching contributions valued
at $9,000, payment of the premium on a life insurance benefit policy for
the benefit of Mr. Barkmann of $132 and payment of $10,100 toward the
premium on a health insurance policy for the benefit of Mr.
Barkmann.
|
(11)
|
Consists of a car allowance of $2,000, 401(k) Plan
matching contributions valued at $8,800, payment of the premium on a life
insurance benefit policy for the benefit of Mr. Barkmann of $132 and
payment of $10,100 toward the premium on a health insurance policy for the
benefit of Mr. Barkmann.
|
(12)
|
Consists of 401(k) Plan matching contributions valued
at $8,552, payment of the premium on a life insurance benefit policy for
the benefit of Mr. Parsons of $132 and payment of $10,380 toward the
premium on a health insurance policy for the benefit of Mr.
Parsons.
|
(13)
|
Consists of 401(k) Plan matching contributions valued
at $8,392, payment of the premium on a life insurance benefit policy for
the benefit of Mr. Parsons of $132 and payment of $10,100 toward the
premium on a health insurance policy for the benefit of Mr.
Parsons.
|
(14)
|
Mr. Bristow’s base salary was set in U.S. dollars,
but payable in Australian dollars
(AUD).
|
(15)
|
Mr. Bristow’s base salary was set at €162,800 for
fiscal year ending September 30, 2008, although he was paid in New Zealand
dollars (NZD) from October 2007 to November 2007, U.S. dollars in December
2007 and in AUD from January 1, 2008 to the end of the fiscal year ending
September 30, 2008. The portion of his base salary paid in AUD
has been converted to U.S. dollars as of the date of
payment.
|
(16)
|
Represents €162,800 converted to U.S. dollars at the
median rate on September 30, 2007.
|
(17)
|
Mr. Bristow’s annual incentive bonus was calculated
in U.S. dollars, but payable in
AUD.
|
(18)
|
Represents AUD $140,825 converted into U.S. dollars
at the median rate on December 8,
2008.
|
(19)
|
Represents €94,754 converted to U.S. dollars at the
median rate on December 10, 2007.
|
(20)
|
Consists of superannuation (retirement) benefits of
$27,794 (AUD $37,105 converted to U.S. dollars as of the date of payment),
payment of the premium on a life insurance benefit policy for the benefit
of Mr. Bristow of $844 (AUD $929 converted to U.S. dollars at the median
rate on December 31, 2009) and payment of the premium on a health
insurance policy for the benefit of Mr. Bristow of $3,675 (AUD $4,046
converted to U.S. dollars at the median rate on December 31,
2009).
|
(21)
|
Consists of superannuation (retirement) benefits of
$17,651 (AUD $19,305 converted to U.S. dollars as of the date of payment),
payment of the premium on a life insurance benefit policy for the benefit
of Mr. Bristow of $687 (AUD $1,060 converted to U.S. dollars at the median
rate on December 8, 2008) and payment of the premium on a health insurance
policy for the benefit of Mr. Bristow of $3,466 (AUD $5,346 converted to
U.S. dollars at the median rate on December 8, 2008). Also
includes aggregate cash payments totaling $4,460 (consisting of NZD $3,888
converted to U.S. dollars as of the date of payment and a payment of U.S.
$1,476) in lieu of superannuation (retirement) benefits that otherwise
would have been paid to Mr. Bristow during the time period from October 1,
2007 to December 31, 2007.
|
(22)
|
Consists of a cash payment in lieu of superannuation
(retirement) benefits that otherwise would have been paid to Mr. Bristow
of €13,024 (converted to U.S. dollars at the median rate on September 30,
2007).
|
(23)
|
Mr. Leuschner was appointed CFO on January 11,
2008. His salary at the beginning of fiscal year ending
September 30, 2008 was $184,008. Effective January 1, 2008, his
base salary was increased by $31,992 to $216,000. The actual
dollar value of Mr. Leuschner’s base salary for fiscal year ending
September 30, 2008 was $207,387.
|
(24)
|
Consists of 401(k) Plan matching contributions valued
at $8,640, payment of the premium on a life insurance benefit policy for
the benefit of Mr. Leuschner of $132 and payment of $10,380 toward the
premium on a health insurance policy for the benefit of Mr.
Leuschner.
|
(25)
|
Consists of 401(k) Plan matching contributions valued
at $8,295, payment of the premium on a life insurance benefit policy for
the benefit of Mr. Leuschner of $132 and payment of $10,110 toward the
premium on a health insurance policy for the benefit of Mr.
Leuschner.
|
(26)
|
Consists of 401(k) Plan matching contributions valued
at $7,126, payment of the premium on a life insurance benefit policy for
the benefit of Mr. Leuschner of $132 and payment of $10,110 toward the
premium on a health insurance policy for the benefit of Mr.
Leuschner.
|
Grants of Plan-Based
Awards
The
following table provides information about equity and non-equity awards to our
named executive officers during fiscal year 2009.
Grants
of Plan-Based Awards for 2009
Name
|
Grant
Date
|
Estimated
Possible Payouts Under
Non-Equity
Incentive Plan Awards
|
Estimated
Future Payouts Under
Equity
Incentive Plan Awards
|
Exercise
or
Base
Price
of
Option
Awards
($/Sh)
|
Grant
Date
Fair
Value
of
Stock
And
Option
Awards
($)(1)
|
|||||||
Threshold
($)
|
Target
($)
|
Maximum
($)
|
Threshold
(#)
|
Target
(#)
|
Maximum
(#)
|
|||||||
(a)
|
(b)
|
(c)
|
(d)
|
(e)
|
(f)
|
(g)
|
(h)
|
(k)
|
(l)
|
|||
A.
John Knapp, Jr.
|
12/15/2008
12/15/2008
5/11/2009
--
|
--
--
--
--
|
--
--
--
250,000
|
(5)
|
--
--
--
--
|
--
--
--
--
|
11,539
30,000
77,539
--
|
(2)
(3)
(4)
|
--
--
--
--
|
--
--
--
--
|
30,001
78,000
201,601
--
|
|
Stephen
E. Barkmann
|
12/15/2008
12/15/2008
--
|
--
--
|
--
--
125,240
|
(6)
|
--
--
250,480
|
(6)
|
--
--
--
|
14,485
34,000
--
|
(7)
(3)
|
--
--
--
|
--
--
--
|
37,661
88,400
--
|
Derek
R. Bristow
|
12/15/2008
5/11/2009
--
|
--
--
--
|
--
--
125,000
|
(6)
|
--
--
250,000
|
(6)
|
--
--
--
|
36,000
21,000
--
|
(3)
(8)
|
--
--
--
|
--
--
--
|
93,600
66,440
--
|
Eric
Parsons
|
12/15/2008
--
|
--
--
|
--
109,000
|
(6)
|
--
218,000
|
(6)
|
--
--
|
20,000
--
|
(3)
|
--
--
|
--
--
|
52,000
--
|
Bradley
T. Leuschner
|
12/15/2008
12/15/2008
--
|
--
--
--
|
--
--
58,320
|
(6)
|
--
--
116,640
|
(6)
|
--
--
--
|
3,462
8,000
--
|
(9)
(3)
|
--
--
--
|
--
--
--
|
9,001
20,800
--
|
|
__________________
|
|
(1)
|
Represents
the dollar amount of the grant date fair value recognized for each award
of restricted shares to each named executive officer that was awarded
during fiscal year 2009. The fair value of restricted share
awards was calculated using the closing market price of the common stock
on the date of award. The fair value of each of the restricted
shares awarded to Messrs. Barkmann, Bristow, Knapp, Parsons and Leuschner
on December 15, 2008 was $2.60. The fair value of each of the
restricted shares awarded to Messrs. Bristow and Knapp on May 11, 2009 was
$3.02. Assumptions used in the calculation of these amounts are
included in footnote 12 of the Company’s audited financial statements for
fiscal year 2009, included in the Company’s Annual Report on Form 10-K
filed with the SEC on December 4,
2009.
|
|
(2)
|
Mr.
Knapp elected to cancel $30,000 of his $57,661 fiscal year 2008 annual
incentive bonus in exchange for 11,539 restricted
shares. Although these 11,539 restricted shares were awarded as
part of Mr. Knapp’s fiscal year 2008 annual incentive bonus, the
restricted shares were issued to Mr. Knapp in early fiscal year
2009. Accordingly, the dollar amount of restricted share
compensation for these restricted shares is recognized for financial
accounting purposes in fiscal year 2009; however, in connection with the
cancellation of these shares and issuance of the replacement shares
referenced in footnote 4, this expense was
reversed.
|
|
(3)
|
Represents
the number of restricted shares awarded to the named executive officer as
equity compensation during fiscal year 2009. These restricted
shares vest on the third anniversary of the award date provided the named
executive officer is employed by the Company on such
date. Named executive officers have the right to receive all
dividends paid on restricted share awards. With regard to the
30,000 award to Mr. Knapp referenced by this footnote, in connection with
the cancellation of these shares and issuance of the replacement shares
referenced in footnote 4, the expense related to Mr. Knapp’s 30,000 shares
was reversed.
|
|
(4)
|
On
May 11, 2009, all of the restricted shares held by Mr. Knapp, including
the 41,539 restricted shares referenced in footnotes 2 and 3 above, were
cancelled and replaced by a single award of 77,539 shares (“replacement
shares”). These 77,539 restricted share awards vest on May 11,
2010, and are subject to forfeiture if Mr. Knapp’s employment terminates
prior to the end of the one year vesting period. Accordingly,
the dollar amount of restricted share compensation for these restricted
shares is recognized for financial accounting purposes in fiscal year
2009.
|
|
(5)
|
Represents
the maximum fiscal year 2009 annual incentive bonus that potentially could
have been earned under Mr. Knapp’s employment agreement during fiscal year
2009, calculated by applying the formula discussed under “Compensation of
the Chief Executive Officer” above. Based on the performance of
the Company’s other ELT members as set forth in the formula, Mr. Knapp’s
fiscal year 2009 annual incentive bonus could have ranged from $0 to
$250,000.
|
|
(6)
|
Represents
the annual incentive bonus that potentially could have been earned during
fiscal year 2009 under the Company’s annual incentive bonus plan
applicable to the named executive officer based upon the achievement of
certain pre-determined performance measures. Messrs. Barkmann,
Bristow and Parsons could have earned, based on performance against
established performance measures, between 0% and
100%
|
of their
respective base salaries for fiscal year 2009. Mr. Leuschner could
have earned, based on performance against established performance measurements,
between 0% and 54% of his fiscal year 2009 base salary. The annual
incentive bonuses earned in fiscal year 2009 have been determined and were paid
in December 2009. The amounts paid are included in the “Non-Equity
Incentive Compensation” column of the Summary Compensation Table for 2009 on
page 19, and are discussed under “Compensation of the Business Unit Presidents”
on page 13 and “Compensation of the Chief Financial Officer,” on page
17.
|
(7)
|
Mr.
Barkmann elected to cancel $37,661 of his $59,970 fiscal year 2008 annual
incentive bonus in exchange for 14,485 restricted
shares. Although these 14,485 restricted shares were awarded as
part of Mr. Barkmann’s fiscal year 2008 annual incentive bonus, the
restricted shares were issued to Mr. Barkmann in early fiscal year
2009. Accordingly, the dollar amount of restricted share
compensation for these restricted shares is recognized for financial
accounting purposes in fiscal year
2009.
|
|
(8)
|
Represents
the number of restricted shares awarded to Mr. Bristow on May 11, 2009 in
connection with his appointment as Business Unit President for our ICO
Asia Pacific division effective May 18,
2009.
|
(9)
|
Mr.
Leuschner elected to cancel $9,000 of his $44,194 fiscal year 2008 annual
incentive bonus in exchange for 3,462 restricted
shares. Although these 3,462 restricted shares were awarded as
part of Mr. Leuschner’s fiscal year 2008 annual incentive bonus, the
restricted shares were issued to Mr. Leuschner in early fiscal year
2009. Accordingly, the dollar amount of restricted share
compensation for these restricted shares is recognized for financial
accounting purposes in fiscal year
2009.
|
Outstanding
Equity Awards
The
following table provides information on the current holdings of stock option and
restricted share awards by our named executive officers at September 30,
2009.
Outstanding
Equity Awards at Fiscal Year-End for 2009
Options
Awards
|
Stock
Awards
|
||||||||
Name
|
Number
of
Securities
Underlying
Options
(#)
Exercisable
|
Number
of
Securities
Underlying
Unexercised
Options
(#)
Unexercisable
|
Equity
Incentive
Plan
Awards:
Number
of
Securities
Underlying
Unexercisable
Unearned
Options
(#)
|
Option
Exercise
Price
($)
|
Option
Expiration
Date
|
Number
of
Shares
of
Units
That
Have
Not
Vested
(#)
|
Market
Value
of
Shares
of
Units
of
Stock
That
Have
Not
Vested
($)(3)
|
Equity
Incentive
Plan
Awards:
Number
of
Unearned
Shares,
Units
or
Other
Rights
That
Have
Not
Vested
(#)
|
Equity
Incentive
Plan
Awards:
Market
or
Payout
Value
of
Unearned
Shares,
Units
or
Other
Rights
That
Have
Not
Vested
($)
|
A.
John Knapp, Jr.
|
5,000
|
--
|
2.05
|
5/3/2011
|
77,539
|
362,107
|
--
|
--
|
|
5,000
|
1.35
|
3/18/2012
|
|||||||
5,000
|
1.195
|
3/3/2013
|
|||||||
5,000
|
2.32
|
3/8/2014
|
|||||||
5,000
|
3.41
|
3/18/2015
|
|||||||
120,000
|
2.89
|
10/3/2012
|
|||||||
120,000
|
2.40
|
11/18/2012
|
|||||||
Stephen
E. Barkmann
|
32,500
|
--
|
5.40
|
5/3/2013
|
84,485
|
394,545
|
--
|
--
|
|
16,250 (1)
|
5.40
|
5/3/2013
|
|||||||
20,000
|
2.45
|
5/25/2015
|
|||||||
20,000
|
2.39
|
8/9/2014
|
|||||||
Eric
Parsons
|
2,000
|
--
|
1.45
|
2/18/2012
|
36,000
|
168,120
|
--
|
--
|
|
4,000
|
2.99
|
1/21/2015
|
|||||||
4,000
|
2.45
|
5/25/2015
|
|||||||
4,000
|
2.45
|
5/25/2015
|
|||||||
4,000
|
2.45
|
5/25/2015
|
|||||||
4,000
|
2.45
|
5/25/2015
|
|||||||
4,000
|
2.45
|
5/25/2015
|
|||||||
7,500
|
5.40
|
5/3/2013
|
|||||||
7,500
|
5.40
|
5/3/2013
|
|||||||
7,500 (1)
|
5.40
|
5/3/2013
|
|||||||
Derek
R. Bristow
|
6,000
|
--
|
2.39
|
8/9/2014
|
77,000
|
359,590
|
--
|
--
|
|
6,000
|
2.45
|
5/25/2015
|
|||||||
6,000
|
2.45
|
5/25/2015
|
|||||||
20,000
|
4.79
|
6/15/2013
|
|||||||
10,000 (2)
|
4.79
|
6/15/2013
|
|||||||
Bradley
T. Leuschner
|
5,000
|
--
|
1.45
|
2/18/2012
|
20,462
|
95,558
|
--
|
--
|
|
10,000
|
3.03
|
12/1/2014
|
|||||||
20,000
|
2.40
|
11/18/2015
|
__________________
|
(1)
|
The
stock options vest commencing on May 3,
2010.
|
|
(2)
|
The
stock options vest commencing on June 15,
2010.
|
|
(3)
|
Based
on the closing market price of $4.67 as of September 30, 2009, the last
trading day of fiscal year 2009. All restricted shares will
fully vest three years after the date of award, except for the restricted
shares awarded to Mr. Knapp, which vest one year after the date of the
award.
|
Option
Exercises and Stock Vested
The
following table provides information on the stock option and restricted share
awards that vested during fiscal year 2009.
Option Exercises and Stock Vested
During Fiscal Year 2009(1)
Option
Awards
|
Stock
Awards
|
|||
Name
|
Number
of
Shares
Acquired
on
Exercise
(#)
|
Value
Realized
on
Exercise
($)
|
Number
of
Shares
Acquired
on
Vesting
(#)
|
Value
Realized
on
Vesting
($)
|
A. John Knapp,
Jr.
|
--
|
--
|
--
|
--
|
Stephen E.
Barkmann
|
--
|
--
|
--
|
--
|
Derek R.
Bristow
|
--
|
--
|
--
|
--
|
Eric
Parsons
|
--
|
--
|
--
|
--
|
Bradley
T. Leuschner
|
--
|
--
|
--
|
--
|
|
__________________
|
(1) During
fiscal year 2009, none of the named executive officers acquired shares upon the
exercise of stock option awards or the vesting of stock awards.
Termination
and Change In Control Provisions in Equity Plans and Agreements
Employment Agreements
Among the
named executive officers, we currently maintain employment agreements with
Messrs. Knapp, Leuschner and Bristow. Each such agreement is
summarized below. Messrs. Barkmann and Parsons do not have employment
agreements, and each is an employee at-will.
Dario
Masutti was the President of our ICO Asia Pacific division until his
resignation, which was effective December 31, 2008. The resignation
of Mr. Masutti did not trigger any termination or other enhanced severance
payments under his employment agreement, and accordingly, the employment
termination and change-in-control provisions in Mr. Masutti’s employment
agreement are not discussed.
Employment Agreement with A. John
Knapp, Jr. The employment agreement of Mr. Knapp has an
indefinite term and provides for a base salary of $280,000 per
year. Mr. Knapp is eligible to receive an annual incentive bonus
based upon a formula pre-approved by the Board of directors which sums the
bonuses awarded to the other members of the executive leadership team, divides
the sum by the aggregate salaries of the other members of the ELT, and
multiplies the quotient by Mr. Knapp’s annual salary. The employment
agreement with Mr. Knapp does not contain change in control
provisions. If Mr. Knapp’s employment terminates with the Company for
any reason, including without cause, pursuant to his employment agreement he
will be entitled to receive compensation and benefits through the termination
date, but no enhanced severance payment. Mr. Knapp is also a party to
a change in control severance agreement, the material terms of which are
described below.
Employment Agreement with Derek R.
Bristow. Mr. Bristow’s employment agreement provides for a
base salary of $280,000 per year. Mr. Bristow’s employment agreement provides
for certain payments in the event of the termination of his employment. His
employment agreement does not provide for payments in connection with a change
in control. Mr. Bristow’s employment agreement expires on September
30, 2012. In the event that Mr. Bristow’s employment with the Company
is terminated during the term of his employment agreement as a result of his
death or permanent disability resulting from any accident or incident beyond his
control that occurs while he is traveling on Company business or is in the
course and scope of employment, or his employment is terminated during the term
for any reason other than “for cause”, he will be entitled to: (i) his pro rata
annual base salary through the date of termination of his employment, (ii) his
prior fiscal year annual incentive cash bonus to the extent it has been earned
and declared to him but has not yet been
paid, and
(iii) a severance payment equal to nine months (i.e., 75%) of his annual base
salary. In the event that Mr. Bristow’s employment terminates during the
term as a result of his voluntary resignation, termination by the Company “for
cause,” or death or permanent disability resulting from circumstances other than
those described in the preceding clause, he will be entitled to compensation
through the date of termination, and no enhanced severance payment. As defined
in Mr. Bristow’s employment agreement, termination “for cause” means:
(i) an act of dishonesty or fraud in relation to the Company or any Company
entity; (ii) a knowing and material violation of the Company’s Code of
Business Ethics or any other written policy of the Company or applicable to the
Company’s operations; (iii) a knowing and material violation of an
applicable law, rule or regulation that exposes the Company to damages or
liability (other than for reasonable business purposes); (iv) a material
breach of fiduciary duty; or (v) conviction of a felony. Mr. Bristow
is also a party to a change in control severance agreement, the material terms
of which are described below.
Employment Agreement with Bradley T.
Leuschner. Mr. Leuschner’s employment agreement provides
for a base salary of $230,000 per year. If Mr. Leuschner is terminated “for
cause,” he will be entitled to a severance payment equal to 30 days of base
salary. If Mr. Leuschner’s employment is terminated without cause, he will
be entitled to compensation equal to 12 months of base salary. As defined
by Mr. Leuschner’s agreement, termination “for cause” means the termination
of Mr. Leuschner’s employment due to personal dishonesty, willful
misconduct, breach of fiduciary duty involving personal profit, failure or
inability to perform his stated duties, willful violation of law, rule or
similar violation (other than traffic violations or similar offenses), a
material breach of his employment agreement that is not remedied within
10 days after notification of such breach, his death or a physical or
mental disability that renders him fully unable to perform his duties for a
period of two months. Mr. Leuschner has certain termination benefits in his
employment agreement if certain circumstances occur after a change-in-control.
If Mr. Leuschner’s employment is terminated under certain circumstances
within 12 months following a change in control, he will be entitled to
compensation equal to his then current annual base salary. In connection with a
change in control, Mr. Leuschner’s employment is considered terminated when
(i) his employment terminates for any reason other than “for cause;”
(ii) he is required to relocate outside the Houston, Texas metropolitan
area in order to continue his employment and elects to resign rather than
relocate; (iii) he is required to commute to a location outside the
Houston, Texas metropolitan area and elects to resign rather than so commute;
(iv) his annual base salary is materially reduced or any other material
benefit of his employment is materially reduced and he elects to resign rather
than to continue employment with such compensation and benefits; or
(v) there is any material diminution of his job description, job role,
responsibilities, and/or scope of position and he elects to resign rather than
to continue employment in such position. Mr. Leuschner is also a
party to a retention agreement and a change in control severance agreement, the
material terms of which are described below.
Retention Agreement with Bradley T.
Leuschner. Mr. Leuschner’s retention agreement provides that he will
be paid a minimum retention bonus of $55,000 within 10 business days after the
closing of the merger. In the event either Mr. Leuschner is terminated by
the Company without cause between December 8, 2009 and the closing of the
merger with A. Schulman, the referenced retention bonus will still be paid
within 10 business days after the closing of the merger occurs. “Cause” is as
defined in Mr. Leuschner’s change in control agreement. The
retention bonus is in addition to, and not in lieu of, any payment that
Mr. Leuschner is entitled to receive under his employment agreement
and/or change in control agreement. Mr. Leuschner is entitled to receive
the retention bonus following the closing of the merger, so long as he
(i) faithfully performs all duties and responsibilities related to
employment with the Company, (ii) does not resign from employment with the
Company, (iii) is not terminated by the Company for cause and
(iv) complies with all Company policies and any agreements
Mr. Leuschner may have with the Company, including all duties regarding
conflict of interest, fiduciary duties and all non-disclosure, non-solicitation
and non-competition obligations for the benefit of the Company.
Change
In Control Severance Agreements
On August
6, 2009, the Board of Directors approved a Change in Control Severance Plan and
entered into participation agreements with certain employees, including our
named executive officers. The Change in Control Severance Plan was
filed as Exhibit 10.2 to our Current Report on Form 8-K filed with the SEC on
August 7, 2009. The Change in Control Severance Plan and the related
participant agreements executed by each named executive officer provide that in
the event of a “Covered Termination” (as defined in the Change-in-Control
Severance Plan), the named executive officers would become eligible for
severance benefits. For the purpose of this Form 10-K/A, the Change
in Control Severance Plan participant agreements subsequently entered into by
each named executive officer is referred to as the individual’s change in
control agreement.
The
change in control agreements are for an initial term of three
years. The named executive officer will be entitled to severance
benefits only: (1) if either (a) the named executive
officer is terminated without “cause” (as defined
below),
or (b) the named executive officer elects to terminate his employment for
“good reason” (as defined below); and (2) the termination occurs within
(a) two years after a change in control or (b) during the time period
between the date a letter of intent and/or transaction agreement relating to a
business combination is executed by the Company, and the date when such business
combination is consummated and/or the closing date. Under the change
in control agreements, the Company is obligated to pay (a) an amount equal
to two times the named executive officer’s annual base salary as of the date
when a change in control occurs, and (b) the named executive officer’s
premiums at the rate applicable for the named executive officer’s and his
dependents’ continued coverage under the Company’s medical and dental plans,
pursuant to the Consolidated Omnibus Budget Reconciliation Act, for up to
12 months following termination. As defined in the change in
control agreements, “cause” is defined as (i) action or inaction
constituting fraud (as determined by the Company’s Board of Directors);
(ii) conviction of a felony, or of a crime involving moral turpitude,
dishonesty or fraud; (iii) a knowing and material violation of any written
policy of the Company, including without limitation the Company’s Code of
Business Ethics; (iv) a material violation of an applicable law, rule, or
regulation that results in, or that is reasonably possible to result in, the
Company incurring significant expenses (including legal expenses), damages, or
liability; (v) material breach of any fiduciary duties to the Company; or
(vi) breach of any confidentiality, nonsolicitation or noncompetition
provision of any agreement with the Company. As defined in the change
in control agreements, “good reason” generally means any one or more of the
following events arising without the express written consent of the
executive: (i) a material diminution in the named executive
officer’s base compensation and benefits; (ii) a material diminution in the
named executive officer’s authority, duties, or responsibilities (following a
change in control) (for all executives except Mr. Barkmann); or
(iii) for purposes of the change in control agreements for Messrs. Knapp,
Parsons and Leuschner, a material change in the geographic location at which the
named executive officer must perform the services (which includes a change in
the primary work location to a location that is more than 50 miles from its
prior location), for purposes of Mr. Bristow’s change in control agreement,
the Company requiring Mr. Bristow to move his primary residence to a
location outside of the Brisbane, Australia area, and for purposes of
Mr. Barkmann’s change in control agreement, a material change in the
geographic location at which Mr. Barkmann must perform services (which
includes a change in his primary work location to a location that is somewhere
other than Bayshore Industrial in LaPorte, Texas), provided, however, that the
executive must give notice within 30 days of the event potentially giving
rise to “good reason” and must give the Company a 30-day opportunity to
cure.
Pursuant
to the terms of their change in control agreements, each named executive officer
will receive the greater and more favorable of each of the benefits provided to
him by his employment agreement (if applicable), and under his change in control
agreement.
The
following table summarizes the estimated payout of the Company’s named executive
officers as if their employment was terminated following a change in control
transaction on September 30, 2009 (excluding the effects of accelerated vesting
of Company stock options and restricted stock discussed below):
A.
John
Knapp, Jr.
|
Stephen
E.
Barkmann
|
Derek
Bristow
|
Donald
E.
Parsons
|
Bradley
T.
Leuschner
|
|
Cash
severance (multiple of annual base salary)
|
$500,000
|
$500,960
|
$500,000
|
$436,000
|
$432,000
|
Continuation/reimbursement
of health benefits
|
$ 16,200
|
$ 16,200
|
$ 8,160
|
$ 16,200
|
$ 16,200
|
Total
estimated change in control payout
|
$516,200
|
$517,160
|
$508,160
|
$452,200
|
$448,200
|
Severance
Policy
On August
6, 2009, the Board of Directors approved a Severance Policy applicable to all
employees of our U.S. operating entities, including our named executive officers
who do not otherwise have employment agreements, namely Messrs. Barkmann and
Parsons. The Severance Policy, which amended sections 10.1 and 10.2
of the Company’s employee handbook, was filed as Exhibit 10.1 to our Current
Report on Form 8-K filed on August 7, 2009. The Severance Policy
provides that employees who are terminated without cause may become entitled to
a severance benefit equal to two weeks of pro-rata base pay for each year of
completed service (not to exceed 12 months’ base pay), plus payment by the
Company of Consolidated Omnibus Budget Reconciliation Act continuation coverage
for up to 12 months.
Change In Control Provisions in Equity
Incentive Compensation Plans
The
Company maintains five equity incentive compensation plans. The
change in control provisions applicable to each equity incentive compensation
plan, if any, are described below:
ICO, Inc. 1994 Stock Option
Plan (the “1994 Employee Plan”). The 1994 Employee Plan
contains provisions for accelerated vesting of non-vested stock options when
certain change-in-control events occur. All stock options awarded
under this plan have vested, and therefore, the change-in-control provisions
under this plan are no longer relevant.
ICO, Inc. First Amended and Restated
1995 Stock Option Plan (the “1995 Employee Plan”). The 1995
Employee Plan contains provisions for accelerated vesting of non-vested stock
options when certain change-in-control events occur. All stock
options awarded under this plan have vested, and therefore, the
change-in-control provisions under this plan are no longer
relevant.
ICO, Inc. First Amended and Restated
1996 Stock Option Plan (the “1996 Employee Plan”). The 1996
Employee Plan contains provisions for accelerated vesting of non-vested stock
options when certain change-in-control events occur. The specific
change-in-control provisions provide, in pertinent part, as
follows:
In the
event of a merger or similar transaction in which the Company is not the
surviving corporation or in which the outstanding shares of the Company’s common
stock are converted into cash, other securities or other property, outstanding
stock options awarded under the 1996 Employee Plan that are not exercisable will
terminate as of a date fixed by the committee that administers the plan (the
Compensation Committee). Written notice of the date of expiration of
the stock options will be provided to each option holder at least twenty days
before such expiration date, and option holders will have the right during such
period following notice to exercise those stock options exercisable at the time
of such notice. The committee administering the plan, in its sole
discretion, may provide that stock options in such circumstances may be
exercised to an extent greater than the number of shares for which they were
exercisable at the time of the notice.
Third Amended and Restated ICO, Inc.
2007 Equity Incentive Plan (the “2007 Employee Plan”). The
2007 Employee Plan contains provisions for accelerated vesting of non-vested
stock options and unvested restricted shares when certain change-in control
events occur. The specific change-in-control provisions provide, in
pertinent part, as follows:
In the
event that ICO, Inc. shall, pursuant to action by its Board of Directors, at any
time propose to merge into, consolidate with, or sell or transfer substantially
all of its assets, or otherwise enter into a transaction pursuant to which ICO,
Inc. is not the surviving corporation (other than a corporate restructuring
among Company affiliates), or in which the outstanding shares of ICO, Inc.
common stock are converted to cash, other securities or other property (any such
circumstances referred to in the 2007 Employee Plan as a “Change of Control”)
and provision is not made pursuant to the terms of the transaction(s) relating
to such Change of Control (the “Transaction”) for the assumption by the
surviving, resulting or acquiring corporation of any outstanding category of
awards of stock options or restricted shares under the plan, or for the
substitution of new awards therefor, with regard for awards for which no
provision is made, the following shall apply:
Options. The
committee administering the plan (the Compensation Committee) shall cause
written notice of the proposed Transaction to be given to each option holder not
more than twenty (20) days prior to the anticipated effective date of the
proposed Transaction, and participants’ stock options, unless otherwise provided
for under the terms of the option award agreement, shall become fully (100%)
vested and, prior to a date specified in such notice, which shall not be more
than ten days prior to the anticipated effective date of the proposed
Transaction, each participant shall have the right to exercise his or her
options to purchase any or all shares of common stock then subject to such
options (unless otherwise provided under the terms of the option award
agreement), including those, if any, which by reason of other provisions of the
plan have not then become available for purchase. Each participant,
by so notifying the Company in writing, may, in exercising his or her options,
condition such exercise upon, and provide that such exercise shall become
effective at the time of, but immediately prior to, the consummation of the
Transaction, in which event such participant need not make payment for the
shares to be purchased upon exercise of such option until five days after
written notice by the Company to such participant that the Transaction has been
consummated. If the transaction is consummated, each option, to the
extent not previously exercised prior to the date specified in the foregoing
notice, shall terminate on the effective date of the Transaction. If
the Transaction is abandoned (i) any shares not purchased upon exercise of such
options shall continue to be available for purchase in accordance with the other
provisions of the plan, and (ii) to the extent that any option not exercised
prior to such abandonment shall have vested solely by operation of this
paragraph, such vesting shall be deemed annulled, and the original vesting
schedule set forth shall be reinstituted, as of the date of such
abandonment.
Restricted
Shares. The committee administering the plan (the Compensation
Committee) shall cause written notice of the proposed Transaction to be given to
each participant holding restricted shares not more than twenty (20) days prior
to the anticipated effective date of the proposed Transaction, and unless
provided for under the terms of the restricted share award agreement, all
restrictions imposed on restricted shares shall lapse and such restricted shares
shall become fully (100%) vested as of a date specified in the notice, which
shall not be more than ten (10) days prior to the anticipated effective date of
the proposed Transaction.
2008 Equity Incentive Plan for
Non-Employee Directors of ICO, Inc. (the “Director Plan”). The
Director Plan provides for, among other things, change-in-control provisions
identical to those found in the 2007 Employee Plan discussed
above. None of our named executive officers is currently eligible to
participate and receive awards under the Director Plan.
As of
September 30, 2009, our named executive officers held non-vested stock options
to acquire an aggregate total of 33,750 shares of our common stock under the
various equity incentive compensation plans described above, and an aggregate
total of 295,486 non-vested restricted shares under the 2007 Employee
Plan. Assuming the conditions for a change-in-control were satisfied
as of September 30, 2009, the aggregate cash value of such stock options and
restricted shares on such date would have been approximately $1,379,912 (based
upon the closing price of the common stock of the Company on September 30,
2009). The referenced aggregate cash value figure does not include
the cash value of stock options held by the named executive officers that are
vested as of September 30, 2009.
Compensation
Committee Interlocks and Insider Participation
The following persons served as members
of the Compensation Committee in fiscal 2009: David E. K. Frischkorn,
Jr., Eugene R. Allspach, Eric O. English and Warren W. Wilder. No
person who served as a member of the Compensation Committee during fiscal 2009
was a current or former officer or employee of the Company or engaged in certain
transactions with the Company required to be disclosed by regulations of the SEC
except as disclosed below under “Related Party
Transactions.” Additionally, there were no compensation committee
“interlocks” during fiscal 2009, which generally means that no executive officer
of the Company served as a director or member of the compensation committee of
another entity, one of whose executive officers served as a director or member
of the Compensation Committee of the Company.
DIRECTOR
COMPENSATION
Overview
of Director Compensation Program
We use a
combination of cash and equity incentive compensation to attract and retain
highly qualified individuals to serve as members of our Board of
Directors. Directors who are also employees of the Company do not
receive any additional compensation for their services on the
Board. The Compensation Committee periodically reviews non-employee
director compensation and recommends changes (if appropriate) to the full Board
of Directors.
Directors’
Fees
Our
non-employee directors received the following cash compensation during fiscal
year 2009:
|
·
|
An
annual retainer in the amount of $30,000 paid
quarterly;
|
|
·
|
A
payment in the amount of $1,500 for attendance at each Board meeting;
and
|
|
·
|
A
payment in the amount of $1,500 for attendance at each committee
meeting.
|
In
addition, the Chairman of the Board received an annual retainer in the amount of
$25,000, payable quarterly, and the Chairmen of the Audit Committee,
Compensation Committee and Governance and Nominating Committee received annual
retainers, payable quarterly, in the amounts of $20,000, $10,000 and $10,000
respectively.
The
Chairman of the Board receives an additional $1,000 per diem for each day he
spends out of town on Company business and for which he does not receive a
customary Board or committee meeting fee.
Effective
as of January 1, 2009, the Board adopted a new policy providing that when a
Board member is requested, by the Chairman of the Board, to attend an out-of-the
ordinary Committee meeting, management meeting, or to
participate
in other unusual and time-consuming circumstances (“ICO Business Meeting”) (i)
requiring the Board member to travel out of town exclusively or primarily for
the purpose of such ICO Business Meeting, or (ii) if no travel is required (e.g.
Board member lives in Houston and the event is in Houston), to spend a full day
or significant portion of the day to participate in such ICO Business Meeting,
provided that the Board member is not entitled to receive a customary board or
committee meeting fee that day, the Board member shall be compensated with a
stipend of $1,000/day for each day of travel and/or ICO Business Meeting, and
shall be reimbursed reasonable travel expenses incurred for the purpose of such
ICO Business Meeting.
Any
director who lives out of town from where a Board or committee meeting is held
receives reimbursement of his travel expenses to attend such
meetings.
Equity
Incentive Plan for Non-Employee Directors
Each of
our non-employee directors is a participant in the Director Plan. A
copy of the Director Plan is filed as Exhibit 10.2 to our Proxy Statement for
our 2009 Annual Meeting of Shareholders, which was filed with the SEC on January
23, 2009. Under the Director Plan, our Board of Directors, acting as
the committee that administers the Director Plan, may award (i) stock options to
purchase shares of our common stock and/or (ii) restricted shares of our common
stock to a director based upon his achievement of certain performance and/or
other measures.
Prior to
our 2008 annual meeting of shareholders, stock options were the only awards
available for issuance under the Director Plan. At the 2008 annual
meeting, our shareholders approved the amendment and restatement of the Director
Plan to, among other things, allow for the award of restricted shares of common
stock to our non-employee directors. In addition, the amendments
removed a provision from the Director Plan that had provided for “automatic”
annual stock option awards to non-employee directors on the first business day
after each annual meeting of our shareholders. As a result of the
amendment and restatement of the Director Plan, our Board of Directors adopted
an informal policy of providing “periodic” awards of restricted shares as equity
incentive compensation to each of our non-employee directors at or shortly after
the time the director is elected to the Board, with a vesting date approximately
one month prior to the date when the director’s current term (usually a
three-year term) will expire. The informal policy adopted by the
Board in 2008 and subsequently followed was to award a number of restricted
shares having a “fair market value” (as defined in the Director Plan) on the
date of grant equal to $30,000 for every year of service remaining in the
director’s term as of the date of the director’s election. For
directors elected to a three-year term, therefore, the restricted share award
would have a value of $90,000. For directors elected to a term of
less than three years (including directors appointed by the Board between annual
meetings to fill a vacancy), the value and number of restricted shares is
pro-rated. If a director resigns prior to the end of his term or does
not serve until the vesting date for any other reason, the award will be
forfeited, except in the case of death of the director or other unusual
circumstances as provided in the Director Plan.
Messrs.
English and Frischkorn, the two non-employee directors re-elected as Class III
directors at our 2009 annual meeting of shareholders, were entitled to receive
periodic restricted share awards pursuant to the Board’s informal policy
described above. However, following the 2009 annual meeting, the
Company’s stock was trading at an historically low price, and that was below the
stock’s “Average Book Value” (as defined below), such that applying the Board’s
informal policy described above would have resulted in a larger award to Messrs.
English and Frischkorn than the Board deemed equitable at the
time. As a result, the Board revised its informal policy regarding
periodic restricted share awards to non-employee directors, to provide that the
number of restricted shares awarded would be equal to the lesser of the
following: (1) the number of shares having a fair market value on the
date of grant equal to $90,000 (assuming three years of service remaining in the
director’s term); and (2) the number of shares equal to $90,000 divided by the
Average Book Value per share. For the purpose of this calculation,
the “Average Book Value” per share is determined by (i) dividing (a) the
difference between the total assets and total liabilities of the Company (“Net
Book Value”) at each quarter end by (b) the number of outstanding shares of the
Company common stock outstanding at each quarter end for each of the four
quarters immediately preceding the date of grant (each a “Quarter End Net Book
Value”), (ii) adding each of the four Quarter End Net Book Values together and
(iii) dividing the resulting sum by four. On May 6, 2009, Messrs.
English and Frischkorn were each awarded 24,000 shares under the Director Plan,
pursuant to the revised policy described in the preceding sentence.
The
Director Plan also provides for discretionary stock option
awards. However, effective after the 2008 amendment and restatement
to the Director Plan allowing for restricted share awards, our Board of
Directors adopted an informal policy of granting all equity incentive
compensation under the Director Plan in the form of restricted shares only, in
part because restricted share awards result in less dilution for our existing
shareholders. The Board did not make any discretionary awards of
stock options to a non-employee director during fiscal year
2009.
Director
Summary Compensation Table
The
following table summarizes the compensation paid to our non-employee directors
for fiscal year 2009.
Director
Compensation for 2009(1)
Name
|
Fees
Earned
or
Paid
in
Cash
($)(2)
|
Stock
Awards
($)(3)(4)
|
Option
Awards
($)(5)
(6)
|
All
Other
Compensation
($)
|
Total
($)
|
Eugene
R. Allspach
|
42,000
|
32,188
(7)
|
--
|
--
|
74,188
|
Gregory
T. Barmore
|
89,000
|
52,578
(8)
|
--
|
--
|
141,578
|
Eric
O. English
|
62,500
|
23,038
(9)
|
--
|
--
|
85,538
|
David
E. K. Frischkorn, Jr.
|
62,500
|
23,038
(9)
|
--
|
--
|
85,538
|
Daniel
R. Gaubert
|
69,500
|
27,179(10)
|
--
|
--
|
96,679
|
Max
W. Kloesel(11)
|
182,000
|
--
|
5,942(12)
|
7,332
(13)
|
198,332
|
Kumar
Shah
|
80,000
|
27,179(10)
|
--
|
--
|
107,179
|
Warren
W. Wilder
|
48,000
|
27,179(10)
|
--
|
--
|
75,179
|
________________
|
(1)
|
Employee
directors who are named executive officers do not receive any additional
compensation for serving on the Board of
Directors. Accordingly, the compensation of Mr. Knapp is
reflected in the Summary Compensation Table for 2009 on page
19.
|
|
(2)
|
Represents
the amount of cash compensation earned in fiscal year 2009 for Board and
committee service, including for service as Chairman of the Board or of a
committee, and daily stipends where
applicable.
|
|
(3)
|
Represents
the dollar amount of restricted share compensation cost recognized for
financial statement reporting purposes during fiscal year 2009, based on
the fair value, as of the date of grant, of restricted shares awarded in
fiscal year 2009 and prior fiscal years. Non-employee directors
did not receive restricted share awards prior to fiscal year 2008 and
therefore no restricted share compensation is recognized for financial
reporting purposes for fiscal years prior to fiscal year
2008. The fair value was calculated using the closing market
price of the common stock on the date of award. Assumptions
made in the valuation of equity incentive compensation awards are
discussed in Note 11 of the Company’s audited financial statements for
fiscal year 2009, included in the Company’s Annual Report on Form 10-K
filed with the SEC on December 4, 2009. These amounts reflect
the Company’s accounting expense for these restricted share awards, and do
not correspond to the actual value that will be recognized by the
directors.
|
|
(4)
|
At
September 30, 2009, the total number of restricted shares awarded as
non-employee director compensation and held by each non-employee director
included in the above table was: Mr. Allspach, 10,900; Mr. Barmore, 9,000;
Mr. English, 24,000; Mr. Frischkorn, 24,000; Mr. Gaubert, 12,900; Mr.
Shah, 12,900 and Mr. Wilder, 12,900. Mr. Kloesel, an employee
director, held no restricted shares at September 30, 2009. For
the total number of restricted shares held at September 30, 2009 by
employee directors who are also named executive officers (Mr. Knapp),
refer to the Outstanding Equity Awards at Fiscal Year-End for 2009 Table
on page 23.
|
|
(5)
|
Represents
the dollar amount of stock option compensation cost recognized for
financial statement reporting purposes during fiscal year 2009 based on
the fair value, as of the date of grant, of stock options awarded in
fiscal year 2009 and prior fiscal years. All stock options held
by non-employee directors vested prior to fiscal year 2008 and therefore
no stock option compensation was recognized for financial reporting
purposes with regard to the non-employee directors in fiscal year
2009. Only Mr. Kloesel, an employee director, held stock
options for which stock option compensation was recognized for financial
reporting purposes during fiscal year 2009. The fair value of
Mr. Kloesel’s options as of the date of grant was estimated using the
Black-Scholes model. Assumptions made in the valuation of
equity incentive compensation awards are discussed in Note 11 of the
Company’s audited financial statements for fiscal year 2009, included in
the Company’s Annual Report on Form 10-K filed with the SEC on December 4,
2009. These amounts reflect the Company’s accounting expense
for these stock option awards, and do not correspond to the actual value
that will be recognized by the
directors.
|
|
(6)
|
At September 30,
2009, the total number of outstanding stock options awarded during
previous fiscal years as non-employee director compensation and held by
each non-employee director was: Mr. Allspach 0; Mr. Barmore, 0;
Mr. English, 20,000 options; Mr. Frischkorn, 30,000 options; Mr. Gaubert,
0; Kumar Shah, 0 and Mr. Wilder, 5,000 options. All stock
options held by non-employee directors and referenced in the previous
sentence vested prior to fiscal year 2008. Mr. Kloesel, an
employee director, held 7,500 outstanding stock options at September 30,
2009. For the total number of stock options held at September
30, 2009 by employee directors who are also named executive officers (Mr.
Knapp), refer to the Outstanding Equity Awards at Fiscal Year-End for 2009
Table on page
23.
|
|
(7)
|
This
amount is based an award of 10,900 restricted shares awarded on October
22, 2008. The fair value of each restricted share was
$3.92.
|
|
(8)
|
This
amount is based on two separate awards of 9,000 restricted shares and
8,600 restricted shares, respectively, awarded on April 1,
2008. The fair value of each restricted share was
$7.01.
|
|
(9)
|
This
amount is based on an award of 4,300 restricted shares on April 1, 2008
and an award of 24,000 restricted shares on May 12, 2009. The
fair value of each restricted share awarded on April 1, 2008 was
$7.01. The fair value of each restricted share awarded on May
12, 2009 was $3.75.
|
|
(10)
|
This
amount is based on an award of 12,900 restricted shares on April 1,
2008. The fair value of each restricted share was
$7.01.
|
|
(11)
|
Employee
directors do not receive any additional compensation for serving on the
Board of Directors. Mr. Kloesel is an employee of our Bayshore
Industrial division. He is not, however, a named executive
officer (as defined herein) of the Company and therefore his compensation
is not reflected elsewhere in this 10K/A. Accordingly, his
compensation for fiscal year 2009 is presented in this table, which
represents the compensation he received in his capacity as an employee of
our Bayshore Industrial division.
|
|
(12)
|
This
amount is based on four separate awards on May 3, 2006 totaling 10,000
stock options, an award of 1,800 stock options on January 21, 2005 and an
award of 2,100 stock options on May 25, 2005. The fair value of
each of the stock options awarded on May 3, 2006 was $2.72. The
fair value of each of the stock options awarded on January 21, 2005 was
$2.38. The fair value of each of the stock options awarded on
May 25, 2005 was $1.36.
|
|
(13)
|
Consists
of 401(k) Plan matching contributions of $7,200 and payment of the premium
on a life insurance benefit policy for the benefit of Mr. Kloesel of
$132. These payments and contributions were made to or on
behalf of Mr. Kloesel pursuant to certain health, welfare and retirement
savings benefit plans in which all eligible employees of the Company are
entitled to participate.
|
Item 12. Security Ownership
of Certain Beneficial Owners and Management and Related Stockholder
Matters.
EQUITY
PLAN COMPENSATION INFORMATION
The Company currently maintains five
equity incentive compensation plans that provide for the award of stock options
(although awards currently may only be made under the 2007 Employee Plan and the
Director Plan). Each of these equity incentive compensation plans was
approved by our shareholders. The following table sets forth
information as of September 30, 2009 regarding outstanding options and shares
available for issuance under our equity incentive compensation
plans.
Plan
Category
|
Number
of
securities
to
be
issued
upon
exercise
of
outstanding
options,
warrants
and
rights
(a)
|
Weighted-
average
exercise
price
of
outstanding
options,
warrants
and
rights
(b)
|
Number
of
securities
remaining
available
for
future
issuance
under
equity
incentive
compensation
plans
(excluding
securities
reflected
in
column
(a))
(c)
|
Equity
incentive compensation plans approved by shareholders
|
988,000
|
$3.23
|
652,000
|
Equity
incentive compensation plans not approved by shareholders
|
--
|
--
|
--
|
Total
|
988,000
|
$3.23
|
652,000
|
BENEFICIAL
OWNERSHIP OF COMMON STOCK BY MANAGEMENT OF THE COMPANY AND PRINCIPAL
SHAREHOLDERS
The
following table sets forth certain information regarding the beneficial
ownership of our common stock as of January 19, 2010 by (i) each person who is
known by us to own beneficially more than 5% of our common stock, (ii) each
director, (iii) each of our named executive officers and other select executive
officers and (i) all directors executive officers as a group.
Name of Beneficial
Owner(1)
|
Number
of Shares
Beneficially Owned
|
Percent
of Shares Beneficially Owned(2)
|
|
Principal
Shareholder(s)
|
|||
None
|
--
|
--
|
|
Directors
|
|||
A.
John Knapp, Jr.
|
1,440,487
|
(3)
|
5.2%
|
Gregory
T. Barmore
|
268,081
|
(4)
|
*
|
David
E.K. Frischkorn, Jr.
|
76,300
|
(5)
|
*
|
Eric
O. English
|
48,300
|
(6)
|
*
|
Daniel
R. Gaubert
|
22,900
|
(7)
|
*
|
Warren
W. Wilder
|
22,900
|
(8)
|
*
|
Eugene
R. Allspach
|
10,900
|
(9)
|
*
|
Max
W. Kloesel
|
70,126
|
(10)
|
*
|
Kumar
Shah
|
12,900
|
(11)
|
*
|
Executive
Officers Who Are Not Directors
|
|||
Stephen
E. Barkmann
|
181,178
|
(12)
|
*
|
Bradley
T. Leuschner
|
74,934
|
(13)
|
*
|
Derek
R. Bristow
|
115,000
|
(14)
|
*
|
D.
Eric Parsons
|
109,667
|
(15)
|
*
|
Charlotte
Fischer Ewart
|
48,786
|
(16)
|
*
|
All
directors and executive officers as a group (14 persons)
|
2,502,459
|
8.9%
|
|
____________
* Indicates
ownership does not exceed 1.0%.
|
(1)
|
The
address for each of the Company’s directors and named executive officers
is 1811 Bering Drive, Suite 200, Houston, Texas
77057.
|
|
(2)
|
The
percentage of shares beneficially owned was calculated based on 27,729,170
shares of common stock outstanding as of January 19, 2010. The
percentage assumes the exercise and retention, by the shareholder named in
each row, of all stock options for the purchase of common stock held by
such shareholder and exercisable currently or within 60
days.
|
|
(3)
|
Consists
of: (i) 25,000 shares that may be acquired currently or within 60 days
upon exercise of stock options awarded under the Director Plan;
(ii) 240,000 shares that may be acquired currently or within 60 days upon
exercise of stock options awarded under the 2007 Employee Plan; (iii)
269,015 shares held of record by Mr. Knapp, which includes 77,539 shares
of restricted common stock; (iv) 513,643 shares held of record by an IRA
controlled by Mr. Knapp; (v) 4,609 equivalent shares held in the unitized
stock fund in the Company’s 401(k) Plan; (vi) 10,000 shares held of record
by Mr. Knapp’s spouse; (vii) 278,655 shares held of record by Andover
Group, Inc., of which Mr. Knapp is the President and has voting and
investment control; (viii) 39,500 shares held of record by Andover Real
Estate Service, Inc., of which Mr. Knapp is the President and has voting
and investment control; (ix) 50,000 shares held of record by the Knapp
Children’s Trust, of which Mr. Knapp is a trustee; (x) 10,000 shares held
of record by the Lykes Knapp Family Foundation, of which Mr. Knapp has
voting and investment control; and (xi) 8,065 shares held of record by the
Estate of Robert W. Ohnesorge, over which Mr. Knapp has voting control in
his capacity as executor of the estate. Mr. Knapp disclaims
beneficial ownership of the 50,000 shares held of record by the Knapp
Children’s Trust and the 8,065 shares held of record by the Estate of
Robert W. Ohnesorge.
|
|
(4)
|
Includes
17,600 shares of restricted common
stock.
|
|
(5)
|
Consists
of: (i) 33,300 shares of common stock held of record by Mr. Frischkorn,
which includes 24,000 shares of restricted common stock; (ii) 7,000 shares
held of record in an IRA controlled by Mr. Frischkorn; (iii) 30,000 shares
that may be acquired currently or within 60 days upon exercise of stock
options awarded under the Company’s 1993 Director Plan; (iv) 3,000 shares
held of record by the 1987 Present Interest Trust for Anne Eloise
Frischkorn, the daughter of Mr. Frischkorn and of which Mr. Frischkorn is
the trustee; and (v) 3,000 shares held of record by the 1987 Present
Interest Trust for David Frischkorn, III, the son of Mr. Frischkorn and of
which Mr. Frischkorn is the trustee. Mr. Frischkorn disclaims
beneficial ownership of any securities held by either of the two
referenced trusts.
|
|
(6)
|
Consists
of: (i) 28,300 shares of common stock held of record by Mr. English, which
includes 24,000 shares of restricted common stock; and (ii) 20,000 shares
that may be acquired currently or within 60 days upon exercise of stock
options awarded under the Director
Plan.
|
|
(7)
|
Includes
12,900 restricted shares of common
stock.
|
|
(8)
|
Consists
of: (i) 17,900 shares of common stock held of record by Mr. Wilder, which
includes 12,900 shares of restricted common stock and (ii) 5,000 shares
that may be acquired currently or within 60 days upon exercise of stock
options awarded under the Director
Plan.
|
|
(9)
|
Consists
of 10,900 shares of restricted common stock held of record by Mr.
Allspach.
|
(10)
|
Consists
of: (i) 28,125 shares held of record by Mr. Kloesel; (ii)
37,001 equivalent shares of common stock held in the unitized stock fund
in
|
the
Company’s 401(k) Plan and (iii) 5,000 shares that may be acquired currently or
within 60 days upon exercise of stock options awarded under the 2007 Employee
Plan.
(11)
|
Consists
of 12,900 shares of restricted common stock held of record by Mr.
Shah.
|
(12)
|
Consists
of: (i) 84,485 shares of restricted common stock held of record
by Mr. Barkmann; (ii) 24,193 equivalent shares of common stock held in the
unitized stock fund in the Company’s 401(k) Plan and (iii) 72,500 shares
that may be acquired currently or within 60 days upon exercise of stock
options awarded under the 2007 Employee
Plan.
|
(13)
|
Consists
of: (i) 22,592 shares of common stock held of record by Mr.
Leuschner, which includes 20,462 shares of restricted common stock; (ii)
35,000 shares that may be acquired currently or within 60 days upon
exercise of stock options awarded under the 1996 Employee Plan and the
2007 Employee Plan; and (iii) 17,342 equivalent shares of common stock
held in the unitized stock fund in the Company’s 401(k)
Plan.
|
(14)
|
Consists
of: (i) 77,000 shares of restricted common stock held of record
by Mr. Bristow; and (ii) 38,000 shares that may be acquired currently or
within 60 days upon exercise of stock options awarded under the 1996
Employee Plan and the 2007 Employee
Plan.
|
(15)
|
Consists
of: (i) 36,000 shares of restricted common stock held of record
by Mr. Parsons; (ii) 25,167 equivalent shares of common stock held in the
unitized stock fund in Company’s 401(k) Plan; and (iii) 48,500 shares that
may be acquired currently or within 60 days upon exercise of stock options
awarded under the 1996 Employee Plan and the 2007 Employee
Plan.
|
(16)
|
Consists
of: 13,000 shares held of record by Ms. Ewart, which include
11,000 shares of restricted common stock; (ii) 500 shares held of record
by Ms. Ewart’s spouse; (iii) 15,286 equivalent shares of common stock held
in the unitized stock fund in the Company’s 401(k) Plan; and (iv) 20,000
shares that may be acquired currently or within 60 days upon exercise of
stock options awarded under the 1994 Employee Plan, 1996 Employee Plan and
the 2007 Employee Plan.
|
Item 13. Certain
Relationships and Related Transactions, and Director Independence.
CERTAIN
RELATIONSHIPS AND RELATED PARTY TRANSACTIONS
Our Board
of Directors has adopted a written policy that requires all relationships and
transactions in which the Company and our directors and executive officers or
their immediate family members are or will be participants be reported to our
General Counsel and our Chairman of the Board. Related party
transactions may be consummated or may continue only if the Board of Directors
approves or ratifies such transactions. Our Board of Directors may
approve or ratify a related party transaction only (i) if the Board determines
that the transaction is conducted on terms and in a manner that does not
conflict with the best interests of the Company, and (ii) the transaction is
conducted at “arms length,” i.e. in the same manner as the transaction would be
with an independent third party.
Warren W.
Wilder, a director and member of our Compensation Committee, was appointed in
July 2008 as the Managing Director of Titan Chemicals Corp. Bhd., a
petrochemical corporation based in Kuala Lumpur, Malaysia
(“Titan”). ICO Polymers (Malaysia) Sdn. Bhd., a subsidiary of our
Asia Pacific division (“ICO Malaysia”), maintains an ongoing business
relationship with Titan Petchem (M) Sdn. Bhd., a wholly-owned subsidiary of
Titan (“Petchem”), pursuant to which ICO Malaysia purchases from Petchem certain
resin materials for use in ICO Malaysia’s business. Petchem currently
does not purchase any services or products from ICO Malaysia, although such
transactions may occur in the future. The relationship between ICO
Malaysia and Petchem has existed since before Mr. Wilder was appointed as
Managing Director of Titan in July 2008. ICO Malaysia does not
consider Petchem to be a competitor.
In fiscal
year 2009, ICO Malaysia purchased approximately $414,000 worth of resin
materials from Petchem. ICO Malaysia expects to purchase a similar amount of
materials from Petchem in fiscal year 2010. Mr. Wilder does not
directly participate in any transactions between ICO Malaysia and Petchem nor
does he have a direct financial interest in these transactions. Our
Board of Directors has adopted and follows a written policy covering conflicts
of interest in circumstances where a director changes jobs or is offered an
appointment to the board of directors of another entity. Our Board of
Directors has evaluated the relationship between ICO Malaysia and Petchem and
determined that no conflict of interest exists as a result of Mr. Wilder’s
concurrent service as a director of our Company and as the Managing Director of
Titan.
We know
of no other related party transactions in fiscal year 2009.
DIRECTOR
INDEPENDENCE
During
its review of director independence, the Board of Directors considered
transactions and relationships between each of our directors and any member of
his immediate family and the Company and its subsidiaries and
affiliates. The Board also considered whether there were any
transactions or relationships between director and any member of their immediate
family (or any entity of which a director or an immediate family member is an
executive officer, general partner or significant equity holder) and members of
our senior management or their affiliates. The
purpose
of this review was to determine whether any such relationships or transactions
existed that were inconsistent with a determination that each of the directors
is “independent” as defined by Rule 4200(a)(15) of the NASDAQ Marketplace
Rules.
As a
result of this review, our Board of Directors has determined that, except for A.
John Knapp, Jr. and Max W. Kloesel, all directors satisfy the independence
criteria of the NASDAQ Marketplace Rules. The Board has also
determined that none of these individuals has a material relationship with the
Company that would impair his independence from management or otherwise
compromise his ability to act as an independent director.
Messrs.
Kloesel and Knapp are not independent directors because of their employment as
Chief Executive Officer of the Company and Senior Vice President of Bayshore
Industrial, respectively.
Item 14. Principal Accounting
Fees and Services
PricewaterhouseCoopers
LLP served as the independent registered public accounting firm for the Company
for the fiscal year 2009. The Audit Committee pre-approves all
services provided by our independent registered public accounting firm to the
Company and its subsidiaries. The following table sets forth the
aggregate fees billed to the Company by PricewaterhouseCoopers LLP for the
fiscal years 2008 and 2009:
Fees
|
2009
|
2008
|
||
Audit
Fees(1)
|
$1,172,000
|
$1,100,400
|
||
Audit-Related
Fees
|
--
|
--
|
||
Tax
Fees
|
--
|
--
|
||
All
Other Fees(2)
|
1,600
|
1,600
|
||
Total
|
$1,173,600
|
$1,102,000
|
||
|
__________________
|
|
(1)
|
Audit
Fees. Audit fees consist primarily of the audit and
quarterly reviews of the financial statements, audits of subsidiaries,
statutory audits of subsidiaries required by governmental or regulatory
bodies, attestation services required by statute or regulation, comfort
letters, consents,
|
assistance
with and review of documents filed with the SEC, work performed by tax
professionals in connection with the audit and quarterly reviews, and accounting
and financial reporting consultations and research work necessary to comply with
generally accepted auditing standards. Audit fees also include fees
for procedures including information systems reviews and testing performed in
order to understand and place reliance on the system of internal control, and
procedures to support the independent registered public accounting firm’s report
on management’s report on internal controls for financial reporting consistent
with Section 404 of the Sarbanes-Oxley Act of 2002.
|
(2)
|
All
Other Fees. Other fees consist of fees paid to
PricewaterhouseCoopers LLP for Comperio, a research library
service.
|
PART
IV
Item 15. Exhibits, Financial
Statement Schedules.
(a)(3)
Exhibits
Exhibit
No.
|
Exhibit
|
||
2.1
|
-
|
Agreement
and Plan of Merger by and among A. Schulman, Inc., Wildcat Spider, LLC and
ICO, Inc. dated as of December 2, 2009 (Exhibit 2.1 to Form 8-K filed
December 7, 2009).
|
|
3.1
|
-
|
Amended
and Restated Articles of Incorporation of the Company dated November 27,
2007 (Exhibit 3.1 to Form 8-K dated December 3,
2007).
|
|
3.2
|
-
|
Amended
and Restated By-Laws of the Company dated November 27, 2007 (Exhibit 3.2
to Form 8-K dated December 3, 2007).
|
|
10.1
|
-
|
Amendment
and Ratification Agreement dated September 15, 2006 between Computershare
Shareholder Services, Inc., Computershare Trust Company, N.A., and ICO,
Inc. (Exhibit 10.1 to Form 8-K filed on September 21,
2006).
|
10.2
|
-
|
Credit
Agreement dated October 27, 2006 among: ICO, Inc., Bayshore Industrial,
L.P. (“Bayshore”) and ICO Polymers North America, Inc. (“IPNA”), as
Borrowers; and KeyBank, National Association (“KeyBank”) and Wells Fargo
Bank, National Association (“Wells Fargo”), and other lending institutions
(“Other Lenders”) as Lenders (and in other specified capacities) (Exhibit
10.1 to Form 8-K filed on October 30, 2006).
|
|
10.3
|
-
|
Amendment
No. 1 and Waiver to Credit Agreement, dated April 25, 2007, among: ICO,
Inc., Bayshore, and IPNA, as Borrowers; and KeyBank, Wells Fargo, and
Other Lenders (Exhibit 10.1 to Form 8-K filed on April 26,
2007).
|
|
10.4
|
-
|
Amendment
No. 2 to Credit Agreement, dated June 25, 2007, among: ICO, Inc.,
Bayshore, and IPNA, as Borrowers; and KeyBank, Wells Fargo, and Other
Lenders (Exhibit 10.1 to Form 8-K filed on June 29,
2007).
|
|
10.5
|
-
|
Amendment
No. 3 and Waiver to Credit Agreement, dated October 1, 2007, by and
among ICO, Inc., Bayshore Industrial L.P. and ICO Polymers North America,
Inc. (as “Borrowers”); KeyBank National Association, Wells Fargo
Bank, National Association and the Other Lending Institutions Named Herein
(as “Lenders”); and KeyBank National Association (as “an LC Issuer, Lead
Arranger, Bookrunner and Administrative Agent”); and Wells Fargo Bank,
National Association (as “Swing Line Lender”) (Exhibit 10.2 to Form 8-K
filed on May 8, 2008)..
|
|
10.6
|
-
|
Amendment
No. 4 to Credit Agreement, dated May 2, 2008, by and among ICO, Inc.,
Bayshore Industrial L.P. and ICO Polymers North America, Inc. (as
“Borrowers”); KeyBank National Association, Wells Fargo Bank,
National Association and the Other Lending Institutions Named Herein (as
“Lenders”); and KeyBank National Association (as “an LC Issuer, Lead
Arranger, Bookrunner and Administrative Agent”); and Wells Fargo Bank,
National Association (as “Swing Line Lender”) (Exhibit 10.1 to Form 8-K
filed on May 8, 2008).
|
|
10.7
|
-
|
Amendment
No. 5 to Credit Agreement, dated March 24, 2009, by and among ICO, Inc.,
Bayshore Industrial L.P. and ICO Polymers North America, Inc. (as
“Borrowers”); KeyBank National Association, Wells Fargo Bank, National
Association and the Other Lending Institutions Named Herein (as
“Lenders”); and KeyBank National Association (as “an LC Issuer, Lead
Arranger, Bookrunner and Administrative Agent”); and Wells Fargo Bank,
National Association (as “Swing Line Lender”) (Exhibit 10.2 to Form 8-K
filed on March 25, 2009).
|
|
10.8
|
-
|
Purchase
Agreement dated July 2, 2002, by and among Varco International, Inc.
(n/k/a National Oilwell Varco, Inc.), et al., as Buyers, and ICO, Inc., et
al., as Sellers (Exhibit 10.1 to Form 8-K filed on July 3,
2002).
|
|
10.9
|
-
|
Agreement
of Settlement and Release in Full dated November 21, 2006, by and among
National Oilwell Varco, Inc., et al., and ICO, Inc., et
al. (among other things, amending the term of the Purchase
Agreement referenced above) (Exhibit 10.1 to Form 8-K filed on
November 22, 2006).
|
|
10.10
|
+
|
-
|
1994
Stock Option Plan of ICO, Inc. (Exhibit A to the Definitive Proxy
Statement filed on June 24, 1994).
|
10.11
|
+
|
-
|
First
Amended and Restated ICO, Inc. 1995 Stock Option Plan (Exhibit 10.11 to
the Form 10-K filed on December 8, 2005).
|
10.12
|
+
|
-
|
First
Amended and Restated ICO, Inc. 1996 Stock Option Plan (Exhibit 10.11 to
Form 10-K filed on December 8, 2005).
|
10.13
|
+
|
-
|
Third
Amended and Restated ICO, Inc. 2007 Equity Incentive Plan (formerly known
as the “ICO, Inc. 1998 Stock Option Plan”) (Exhibit 10.1 to Schedule 14A
filed on January 23, 2009).
|
10.14
|
+
|
-
|
First
Amended and Restated 2008 Equity Incentive Plan for Non-Employee Directors
of ICO, Inc. (formerly known as the “1993 Stock Option Plan for
Non-Employee Directors of ICO, Inc.”) (Exhibit 10.2 to Schedule 14A filed
on January 23, 2009).
|
10.15
|
+
|
-
|
Restricted
Stock Agreement (the Company’s standard form for grants of restricted
shares to non-employee directors) (Exhibit 10.1 to Form 8-K filed on March
28, 2008).
|
10.16
|
+
|
-
|
Restricted
Stock Agreement (the Company’s standard form for grants of restricted
shares to employees) (Exhibit 10.1 to Form 8-K filed on December 11,
2008)..
|
10.17
|
+
|
-
|
Employment
Agreement between ICO, Inc. and A. John Knapp, Jr., effective as of
October 1, 2005 (Exhibit 10.2 to Form 8-K filed on October 7,
2005).
|
10.18
|
+
|
-
|
Second
Amendment to Employment Agreement between ICO, Inc. and A. John Knapp,
Jr., dated January 23, 2008 (Exhibit 10.1 to Form 8-K filed on January 29,
2008).
|
10.19
|
+
|
-
|
Employment
Agreement between ICO, Inc. and Bradley T. Leuschner, dated February 15,
2001 (Exhibit 10.18 to Form 10-K filed on December 20,
2002).
|
10.20
|
+
|
-
|
First
Amendment to Employment Agreement between ICO, Inc. and Bradley T.
Leuschner, dated July 31, 2002 (Exhibit 10.19 to Form 10-K filed on
December 20, 2002).
|
10.21
|
+
|
-
|
Second
Amendment to Employment Agreement between ICO, Inc. and Bradley T.
Leuschner, dated October 31, 2002 (Exhibit 10.20 to Form 10-K filed on
December 20, 2002).
|
10.22
|
+
|
-
|
Fourth
Amendment to Employment Agreement by and between ICO, Inc. and Bradley T.
Leuschner, dated December 20, 2007 (Exhibit 10.1 to form 8-K filed on
December 21, 2007).
|
10.23
|
+
|
-
|
Employment
Agreement between ICO Technology, Inc. and Derek R. Bristow, dated
December 20, 2007 (Exhibit 10.2 to Form 10-Q filed on December 21,
2007).
|
10.24
|
+
|
-
|
First
Amendment to Employment Agreement between ICO Technology, Inc. and Derek
R. Bristow, Dated January 20, 2009 (Exhibit 10.3 to Form 8-K filed on
January 22, 2009).
|
10.25
|
+
|
-
|
ICO,
Inc. Change in Control Severance Plan (Exhibit 10.2 to Form 8-K filed on
August 12, 2009).
|
10.26
|
+
|
-
|
ICO,
Inc. Change in Control Severance Plan Participation Agreement between ICO,
Inc. and Bradley T. Leuschner dated October 7, 2009 (Exhibit 10.26 to Form
10-K filed on December 4, 2009).
|
10.27
|
+
|
-
|
ICO,
Inc. Change in Control Severance Plan Participation Agreement between ICO,
Inc. and Derek R. Bristow dated October 7, 2009 (Exhibit
10.27 to Form 10-K filed on December 4,
2009).
|
10.28
|
+
|
-
|
ICO,
Inc. Change in Control Severance Plan Participation Agreement between ICO,
Inc. and Donald Eric Parsons dated October 7, 2009 (Exhibit 10.28 to Form
10-K filed on December 4, 2009).
|
10.29
|
+
|
-
|
ICO,
Inc. Change in Control Severance Plan Participation Agreement between ICO,
Inc. and A. John Knapp, Jr. dated October 7, 2009 (Exhibit 10.29 to Form
10-K filed on December 4, 2009).
|
10.30
|
+
|
-
|
ICO,
Inc. Change in Control Severance Plan Participation Agreement between ICO,
Inc. and Stephen E. Barkmann dated December 3, 2009 (Exhibit 10.30 to Form
10-K filed on December 4, 2009).
|
21.1
|
*
|
-
|
Subsidiaries
of the Company.
|
23.1
|
*
|
-
|
Consent
of independent registered public accounting firm.
|
31.1
|
*
|
-
|
Certification
of Chief Executive Officer of ICO, Inc. pursuant to 15 U.S.C. Section
7241.
|
31.2
|
*
|
-
|
Certification
of Chief Financial Officer of ICO, Inc. pursuant to 15 U.S.C. Section
7241.
|
32.1
|
**
|
-
|
Certification
of Chief Executive Officer of ICO, Inc. pursuant to 18 U.S.C. Section
1350.
|
32.2
|
**
|
-
|
Certification
of Chief Financial Officer of ICO, Inc. pursuant to 18 U.S.C. Section
1350.
|
______________________
*Filed
herewith
**Furnished
herewith
+
Management contracts or compensating plans or arrangements
SIGNATURES
Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of
1934, the Registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.
ICO,
Inc.
|
||
By:
|
/s/
A. John Knapp, Jr.
|
|
A.
John Knapp, Jr.
|
||
President,
Chief Executive Officer and
Vice-Chairman
of the Board of Directors
|
||
(Principal
Executive Officer)
|
||
Date:
|
January
28, 2010
|
|
By:
|
/s/
Brad Leuschner
|
|
Brad
Leuschner
|
||
Chief
Financial Officer and Treasurer
(Principal
Financial and Accounting Officer)
|
||
Date:
|
January
28, 2010
|
Pursuant
to the requirements of the Securities Exchange Act of 1934, this report has been
signed below by the following persons on behalf of the registrant and in the
capacities and on the dates indicated.
Name
|
Title
|
Date
|
|
/s/
Gregory T. Barmore
|
Chairman
of the Board
|
January
28, 2010
|
|
Gregory
T. Barmore
|
|||
/s/ A.
John Knapp, Jr.
|
President,
Chief Executive Officer and
|
January
28, 2010
|
|
A.
John Knapp, Jr.
|
Vice-Chairman
of the Board (Principal Executive Officer)
|
||
/s/
Eugene R. Allspach
|
Director
|
January
28, 2010
|
|
Eugene
R. Allspach
|
|||
/s/
Eric O. English
|
Director
|
January
28, 2010
|
|
Eric
O. English
|
|||
/s/
David E.K. Frischkorn, Jr.
|
Director
|
January
28, 2010
|
|
David
E.K. Frischkorn, Jr.
|
|||
/s/
Daniel R. Gaubert
|
Director
|
January
28, 2010
|
|
Daniel
R. Gaubert
|
|||
/s/
Max W. Kloesel
|
Senior
Vice President, Bayshore Industrial and
|
January
28, 2010
|
|
Max
W. Kloesel
|
Director
|
||
/s/
Kumar Shah
|
Director
|
January
28, 2010
|
|
Kumar
Shah
|
|||
/s/
Warren W. Wilder
|
Director
|
January
28, 2010
|
|
Warren
W. Wilder
|