On May 6, 2009, the Board of Directors ("Board") of ICO, Inc. (the "Company"), or the Compensation Committee of the Board (the "Committee"), approved the following awards of restricted shares ("Restricted Shares") of the Company's common stock, pursuant to the terms of the plans referenced below.

"Periodic" Awards of Restricted Shares to Class III Non-Employee Directors Eric O. English and David E.K. Frischkorn, Jr. were re-elected to the Board at the 2009 Annual Meeting of Shareholders. Their terms will expire at the 2012 Annual Meeting of Shareholders. Each of these non-employee directors received Restricted Share awards, pursuant to the terms of the Company's 2008 Equity Incentive Plan for Non-Employee Directors, as amended (the "Director Plan") and award agreements to be executed by the directors, with terms including the following:

     Number of Shares:   24,000
     Date of Grant:      May 11, 2009
     Vesting Date:       February 1, 2012
     Forfeiture:         The Restricted Shares are subject to forfeiture
                         in the event that the director resigns or
                         otherwise ceases to serve on the Board as of the
                         Vesting Date (except in the event of death,
                         permanent disability, or other limited
                         circumstances described in the Director Plan, in
                         which case the Restricted Shares will vest
                         immediately).

The Board's current intention is that "periodic" Restricted Shares are awarded to non-employee directors at or shortly after the time the director is elected (or re-elected) to the Board, with vesting near the end of such director's term of office. The Board's current intention is that after the initial "periodic" Restricted Share awards, directors do not generally receive Restricted Share awards at any other time during their three-year term, other than in exceptional circumstances.

Award to Derek Bristow
Derek Bristow currently serves as President of the Company's ICO Europe
division. On May 7, 2009, the Board appointed Mr. Bristow as President of the
Company's Asia Pacific division (in addition to his position as President of ICO
Europe), with such appointment to be effective as of May 18, 2009. In connection
therewith the Committee approved the following award to Mr. Bristow pursuant to
the terms of the Company's 2007 Equity Incentive Plan, as amended (the "Employee
Plan") and an award agreement to be executed by Mr. Bristow, with terms
including the following:

     Number of Shares:   21,000
     Date of Grant:      May 11, 2009
     Vesting Date:       May 11, 2012
     Forfeiture:         The Restricted Shares are subject to forfeiture
                         in the event that Mr. Bristow's employment with
                         the Company terminates prior to the end of the
                         three-year vesting period (except in the event
                         of death, permanent disability, or other limited
                         circumstances described in the Employee Plan as
                         interpreted by the Committee, in which case the
                         Restricted Shares will vest immediately).

Award to John Knapp
A. John Knapp, Jr. currently serves as the Company's Chief Executive Officer and President ("CEO"), and also as Vice Chairman of the Board. On March 4, 2009, the Company announced that, in keeping with the Company's long-term strategy, the Company's Board has initiated an exploratory search for a new CEO. The Company also announced that Mr. Knapp will continue to serve in his current position during the search process and will thereafter continue to serve on the Board. (See the Company's Form 8-K filed on March 5, 2009.) Although the Board has no set timetable for completion of the exploratory search and appointment of the Company's next CEO, it is anticipated that Mr. Knapp may no longer continue to be employed by the Company in one year's time, in which case his current unvested Restricted Share awards would be forfeited. The Board desires, however, that Mr. Knapp remain employed for the next one-year

period and continue to serve as CEO during the exploratory search. Accordingly, Mr. Knapp agreed to forfeit his current unvested Restricted Shares (77,539 Restricted Shares represented by three separate awards: 36,000 Restricted Shares awarded on August 17, 2007; 30,000 Restricted Shares awarded on December 15, 2008; and 11,539 Restricted Shares awarded on December 15, 2008). In exchange the Board approved the following award of Restricted Shares to Mr. Knapp, pursuant to the terms of the Employee Plan and an award agreement to be executed by Mr. Knapp, with terms including the following:

     Number of Shares:   77,539
     Date of Grant:      May 11, 2009
     Vesting Date:       May 11, 2010 (one year from the Date of Grant)
     Forfeiture:         The Restricted Shares are subject to forfeiture
                         in the event that Mr. Knapp's employment with
                         the Company terminates prior to the end of the
                         one-year vesting period (except in the event of
                         death, permanent disability, or other limited
                         circumstances described in the Employee Plan as
                         interpreted by the Committee, in which case the
                         Restricted Shares will vest immediately).