8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

____________________

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):  January 17, 2008

____________________

ICO, INC.

(Exact name of registrant as specified in its charter)

Texas (State or other jurisdiction of incorporation) 0-10068 (Commission File Number) 76-0566682 (I.R.S. Employer Identification No.)

1811 Bering Drive, Suite 200

Houston, Texas 77057

(Address of principal executive offices and zip code)

(713) 351-4100

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02                  Departure of Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 On January 17, 2008, the Compensation Committee of the Board of Directors of ICO, Inc. (the “Company”) approved the Fiscal Year 2008 Annual Incentive Bonus Plans, attached hereto as exhibits, for the Company’s Chief Financial Officer and Treasurer, Bradley T. Leuschner (Exhibit 10.1), and for the Presidents of the Company’s four major business units: Stephen E. Barkmann, President of the Company’s Bayshore Industrial division; Derek R. Bristow, President of the Company’s ICO Europe division; Donald Eric Parsons, President of the Company’s ICO Polymers North America division; and Dario E. Masutti, President of the Company’s ICO Asia Pacific division (Exhibit 10.2).

Item 9.01                       Financial Statements and Exhibits.

(d)            Exhibits
Exhibit	Description
10.1	Fiscal Year 2008 Annual Incentive Bonus Plan Matrix – Chief Financial Officer
10.2	Fiscal Year 2008 Annual Incentive Bonus Plan Matrix – Business Unit Presidents

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	ICO, INC.
Date: January 23, 2008	By:	/s/ Bradley T. Leuschner
	Name:	Bradley T. Leuschner
	Title:	Chief Financial Officer and Treasurer

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EX-10.1

Exhibit 10.1

ICO, Inc.

 FY 2008 Annual Incentive Bonus Plan Matrix- CFO

This page constitutes the FY 2008 Annual Incentive Bonus Plan for Bradley T. Leuschner, Chief Financial Officer.

		Pay-out as a percentage of base salary
Measurement	Weighting	0%	26%	52%
Corporate Expenses (1)	33%	*	*	*
ICO, Inc. consolidated ROE	33%	*	*	*
Subjective/Qualitative Factors	33%	As recommended by CEO, and determined and approved by the Compensation Committee	As recommended by CEO, and determined and approved by the Compensation Committee	As recommended by CEO, and determined and approved by the Compensation Committee

Measurement definitions

(1) Corporate Expenses  – Defined as Corporate general and administrative expenses. [ * ]

ROE– Net income from continuing operations divided by Stockholders’ equity, less the liquidation preference of Convertible Preferred Stock.  For purposes of this calculation, Stockholders equity and liquidation preference balances shall be averaged using the previous four (4) quarter-end balances, plus the year-end balance (i.e. the previous year and balance plus the four quarter-end balances of fiscal year 2008).

Computational note

For each measurement the bonus amount payable is calculated as the result achieved for each measurement (i.e. the 0%, 26% or 52% pay-out) times the weighting and multiplied by the CFO’s base salary. Results for each measurement falling between the targeted amounts adjust the pay-out targets by interpolating the percentage of: (i) the resulted achieved minus the lower threshold divided by, (ii) the difference between the higher and lower target, multiplied by (iii) the higher pay-out target percentage.

Additional Provisions

The CFO will not be entitled to a bonus under this Plan, or otherwise with respect to FY 2008, if, prior October 1, 2008 (a) he resigns from employment with the Company, or (b) he is terminated from employment “for cause” as defined in his employment agreement.   

*  Indicates redacted text.

EX-10.2

Exhibit 10.2

ICO, Inc.

 FY 2008 Annual Incentive Bonus Plan Matrix- Business Unit Presidents

These three pages constitute the FY 2008 Annual Incentive Bonus Plans for the following four individuals: (1) Donald Eric Parsons,

President – ICO Polymers North American (“IPNA”); (2) Stephen E. Barkmann, President – Bayshore Industrial (“Bayshore”);

 (3) Derek R. Bristow – President, ICO Europe (“Europe”); and (4) Dario E. Masutti, President – ICO Asia Pacific (“Asia Pacific”).

		Pay-out as a percentage of base salary
Measurement	Weighting	0%	50%	100%
Operating Income	20%	See Operating Income Targets	See Operating Income Targets	See Operating Income Targets
Business Unit ROIC	20%	See ROIC Targets	See ROIC Targets	See ROIC Targets
Business Unit Investment turnover	15%	*	*	*
ICO, Inc. consolidated ROE	25%	*	*	*
Subjective/Qualitative factors	20%	As recommended by CEO, and determined & approved by the Compensation Committee	As recommended by CEO, and determined & approved by the Compensation Committee	As recommended by CEO, and determined & approved by the Compensation Committee

Measurement definitions

Operating Income  – Earnings before interest and taxes.  *

ROIC– Annual Operating Income dividend by Invested Capital Base.  Invested Capital Base defined as average total assets minus all intercompany loans (including intercompany accounts receivables and payables) investment in affiliates, and goodwill, minus  current liabilities, excluding funded debt (i.e. interest bearing debt).  The average Invested Capital base shall be calculated using the previous thirteen points of month-end data.

Investment turnover– Trailing twelve months revenue dividend by the average Invested Capital Base for the previous thirteen month-end periods.  Note that Investment turnover calculation will include intercompany revenues, receivables and payables.

ROE  – Net income from continuing operations divided by Stockholders’ equity, less the liquidation preference of Convertible Preferred Stock.  For purposes of this calculation, Stockholders’ equity and liquidation preference balances shall be averaged using the  previous four (4) quarter-end balances, plus the year-end balance (i.e. the previous year end balance plus the four quarter-end balances, plus the year-end balance (i.e. the previous year end balance plus the four quarter-end balances of fiscal year 2008).

Computational Note

For each measurement the bonus amount payable is calculated as the result achieved for each measurement (i.e. the 0%, 50% or 100% pay-out) times the weighting and multiplied by the relevant Business Unit President’s base salary. Results for each measurement falling between the targeted amounts adjust the pay-out targets by interpolating the percentage of: (i) the resulted achieved minus the lower threshold divided by, (ii) the difference between the higher and lower target, multiplied by (iii) the higher pay-out target percentage.

Additional Provisions

A Business Unit President will not be entitled to a bonus under this Plan, or otherwise with respect to FY 2008, if, prior October 1, 2008, (a) he resigns from employment with the Company, or (b) he is terminated from employment for “Cause.” Termination for “Cause” shall mean termination for “Cause” as defined in the employment agreement (if any) between the Company or its subsidiary and the Business Unit President, and also shall mean termination of the Business Unit President as a result of the Business Unit President’s violation of any provision of the Company’s Code of Business Ethics.

*  Indicates redacted text.

ICO, Inc.

FY 2008 Annual Incentive Bonus Plan Matrix- Business Unit Presidents

FY 2008 Operating Income Targets

	Pay-out as a percentage of base salary
Business Unit	0%	50%	100%
IPNA (*)	*	*	*
Bayshore	*	*	*
Europe	*	*	*
Asia Pacific	*	*	*

*  Indicates redacted text.

ICO, Inc.

FY 2008 Annual Incentive Bonus Plan Matrix- Business Unit Presidents

FY 2008 ROIC Targets

	Pay-out as a percentage of base salary
Business Unit	0%	50%	100%
IPNA (*)	*	*	*
Bayshore	*	*	*
Europe	*	*	*
Asia Pacific	*	*	*

*  Indicates redacted text.