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TABLE OF CONTENTS
NOTICE OF 2011 ANNUAL MEETING OF STOCKHOLDERS			1
PROXY STATEMENT
GENERAL EXPLANATION OF MATERIALS INCLUDED			2
	Specific Items of Business		2
PROPOSAL NO. 1 – ELECTION/RE-ELECTION OF DIRECTORS			2
	Vote Required		3
CORPORATE GOVERNANCE PRINCIPLES AND BOARD MATTERS			4
	Board Leadership Structure		4
	Board Policy Regarding Voting for Directors		4
	Board Independence		5
	Meetings of the Board and Its Committees		5
	The Company’s Director Independence Standards		5
	Board Structure and Committee Composition		6
	Audit Committee		7
	Compensation Committee		7
	Nominating Committee		8
	Stockholder Recommendations		8
	Director Qualifications		9
	Identifying and Evaluating Candidates for Directors		9
	Executive Sessions		10
	Communications with the Board		10
COMMON STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS   AND MANAGEMENT			10
BENEFICIAL OWNERSHIP TABLE			11
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE			11
EXECUTIVE COMPENSATION			11
	Executive Compensation Program Design		12
	Base Salary		12
	Annual Cash Incentive Plan		13
	Profit Sharing Program		14
	Long-Term Incentive – Stock Options		15
	Perquisites		15
	Governance of Pay Setting Process		16
	Role of Compensation Committee in Establishing Pay Levels		16
	Role of Management in Establishing Pay Levels		17
	Role of the Compensation Consultant in Establishing Pay Levels		17
	Regulatory Considerations		17
	Employment Arrangements		17
	Benchmarking Against Our Peer Group		17
	Determination of Performance Targets		20
	Individual Performance Goals for the President/CEO		20
	Company Goal (Operating Income)		20
	Report of the Compensation Committee		20
	Compensation Committee Interlocks and Insider Participation		21
	Compensation and Risk		21
	Executive Compensation Program for 2010 and 2011		21

2010 SUMMARY COMPENSATION TABLE			23
2010 GRANTS OF PLAN-BASED AWARDS			24
OUTSTANDING EQUITY AWARDS AT 2010 FISCAL YEAR-END			26
NON-EMPLOYEE DIRECTOR COMPENSATION			26
	2010 Non-Employee Director Compensation Table		27
	2010 Outstanding Equity Awards Table		28
	General		28
	Board Compensation		29
	Committee Compensation		29
	Equity Compensation		29
	Per Diem Compensation		29
	Potential Payments upon Termination or Change in Control		29
	Compensation  Committee Interlocks and Insider Participation		29
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS			30
	Review, Approval or Ratification of Transactions with Management and Others		30
	Audit Committee Report		31
PROPOSAL NO. 2 – RATIFICATION OF SELECTION OF INDEPENDENT   REGISTERED PUBLIC ACCOUNTING FIRM			31
PRINCIPAL ACCOUNTING FEES AND SERVICES			32
	Audit Fees		32
	Tax Fees		32
	All Other Fees		32
PROPOSAL NO. 3 – ADVISORY VOTE ON EXECUTIVE COMPENSATION			33
PROPOSAL NO. 4 – ADVISORY VOTE THE FREQUENCY OF FUTURE ADVISORY VOTES ON EXECUTIVE COMPENSATION			33
QUESTIONS AND REQUESTS FOR ADDITIONAL INFORMATION			33
	Request for Multiple Copies of Proxy Materials		34
	Request for Single Copy of Proxy Materials		34
VOTING			34
	Voting Securities, Record Date		34
	Stockholder of Record		34
	Beneficial Owner		34
	Voting in Person at the Annual Meeting		35
	Voting by Submitting a Proxy or Voting Instructions		35
	Proxies and Voting Instructions Are Revocable		35
	Voting Electronically		35
	Voting Procedures		35
	Election of Directors		36
	Voting on Other Business		36
	How Shares will be Voted by Proxy of Voting Instructions		36
	Broker Non-Votes		36
	Additional Business Proposals Presented at Meeting		36
	Quorum Requirement		36
STOCKHOLDER PROPOSALS			37

	Stockholder Proposals Intended to be Included in Proxy Statement		37
	Stockholder Proposals Not Intended to be Included in Proxy Statement		37
	Stockholder Proposals for Director Candidates		37
OTHER BUSINESS			37

Time and Date:		10:00 a.m. – 12:00 noon CDT, June 8, 2011
Place:		South Hampton Resources, Inc.
		7752 FM 418
		Silsbee, TX  77656
Items of Business:	(1)	Election/re-election of members to the Board of Directors
	(2)	Ratification of the selection of BKM Sowan Horan, LLP as the Company’s independent registered public accounting firm for 2011
	(3)	Advisory vote on executive compensation
	(4)	Advisory vote on the frequency of future advisory votes on executive compensation
	(5)	Consider and act upon such other business as may properly come before the meeting.
Adjournments and Postponements:		Any action on the items of business described above may be considered at the annual meeting at the time and on the date specified above or at any time and date to which the annual meeting may be properly adjourned or postponed.
Record Date:		You are entitled to vote only if you were an Arabian American Development Company stockholder of record as of the close of business on April 20, 2011.  Your vote is important. We encourage you to vote by proxy, even if you plan to attend the meeting.  You may vote your proxy by telephone, Internet or mail.  A toll-free telephone number and website address are included on your proxy card.
Meeting Admission:		You are entitled to attend the annual meeting only if you were an Arabian American stockholder of record as of the close of business on April 20, 2011 or hold a valid proxy for the annual meeting.  You should be prepared to present photo identification for admittance.  If you are not a stockholder of record but hold shares through a broker, trustee or nominee, you should provide proof of beneficial ownership as of the record date, such as your most recent account statement prior to April 20, 2011, a copy of the voting instruction card provided by your broker, trustee or nominee, or similar evidence of ownership.  If you do not provide photo identification and comply with the other procedures outlined above, you will not be admitted to the annual meeting.

 

(1)	The election/re-election of directors,

(2)	The ratification of selection of independent registered public accounting firm,

(3)	The advisory vote on executive compensation, and

(4)	The advisory vote on the frequency of future advisory votes on executive compensation.

PROPOSAL NO. 1

ELECTION/RE-ELECTION OF DIRECTORS

Nicholas N. Carter Director since 2004 Age 64

Mr. Nicholas N. Carter, a U.S. citizen and the President and Chief Executive Officer of the Company since July 2009, is a 1975 graduate of Lamar University with a Bachelor of Business Administration Degree in Accounting. Mr. Carter has been a Certified Public Accountant since 1977. He worked at the Sabine River Authority of Texas as a Project Accountant from 1973 to 1975. From 1975 to 1977 he was a Staff Accountant with Wathen, DeShong and Company, CPA's. In 1977 he joined South Hampton as Controller. His job titles with the Company include 1979, Facility Manager at TOCCO, 1982, Treasurer of TOCCO, 1987, President of South Hampton. In 2007 he added the title of Executive Vice President of Arabian American Development Co. in addition to the petrochemical duties. He was named to his current position in 2009. From 1977 until the present Mr. Carter has been employed by the Company in a succession of positions with increasing and broader operating responsibilities, as follows; 1977-1979, Controller of South Hampton; 1979 to 1982, Facility Manager at a ship dock and terminal facility owned by TOCCO; 1982 to 1987, Treasurer of TOCCO; 1987 to 2011, President of South Hampton; and 2007 to 2009, Executive Vice President of Arabian American Development Co. This succession of positions with the Company gave Mr. Carter broad experience and knowledge in both the operations and finances of the Company, and in 2009 he was named to his current position, and also retains the petrochemical duties.

Mohammed O. Al Omair Director since 2007 Age 67

Mr. Mohammed O. Al Omair, a Saudi citizen, resides in Riyadh, Saudi Arabia, and previously served as Senior Vice President & Deputy Chief Executive Officer for Fal Holdings Arabia Co. Ltd. Prior to his service with Fal, he held a senior position with the Gulf Cooperation Counsel (GCC), a six-nation organization of Arab nations in the region. He holds a Bachelor of Arts Degree in Political Science and a Master of Public Administration from the University of Washington.  We believe that this experience, as well as his leadership abilities, brings valuable experience and skill to our board of directors.

John R. Townsend Director since 2011 Age 57

Mr. John R. Townsend is a U.S. citizen with a Bachelor of Science in Chemical Engineering from Louisiana Tech University.  Mr. Townsend has over 30 years experience in the petrochemical industry garnered through his employment with Mobil Chemical Company which subsequently became ExxonMobil Chemical Company.  During his tenure he held the positions of Technical Service Engineer, Technical Department Section Supervisor, Planning Associate, Operations Manager, Plant Manager and Site Manager.  We believe that with his vast experience and knowledge of the industry, Mr. Townsend will be a valuable member of our board of directors.

(1)

The director is, or has been in the past three years, an employee of the Company or an employee of any parent or subsidiary of the Company;

(2)

The director has accepted, or has a family member who has accepted during any twelve-month period within the last three years, more than $120,000 in compensation from the Company, other than compensation for Board or Board Committee service, compensation received by the director’s immediate family member for service as a non-executive employee of the Company, and benefits under a tax-qualified retirement plan, or non-discretionary compensation.

(3)

The director is a family member of an individual who is, or at any time during the past three years was, employed by the Company as an executive officer;

(4)

The director is, or has a family member who is, a partner in, or a controlling shareholder or an executive officer of, any organization to which the company made, or from which the company received, payments for property or services in the current or any of the past three fiscal years that exceed 5% of the recipient’s consolidated gross revenues for that year, or $200,000, whichever is more, other than (i) payments arising solely from investments in the company’s securities; or (ii) payments under non-discretionary charitable contribution matching programs;

(5)

The director is, or has an immediate family member who is, employed as an executive officer of another entity where at any time during the past three years

(6)

The director is, or has a family member who is, a current partner of the Company’s outside auditor, or was a partner or employee of the Company’s outside auditor who worked on the Company’s audit at any time during any of the past three years.

Name of Director	Audit	Compensation	Nominating
Non-Employee Directors:
Ghazi Sultan1		Member	Chair
Mohammed O. Al Omair2	Member	Member	Member
Charles W. Goehringer, Jr.3
Allen P. McKee4	Member	Chair	Member
John R. Townsend5	Chair	Member
Employee Directors:
Nicholas N. Carter
Number of Meetings in Fiscal 2010	6	7	1

1	Mr. Sultan was elected to the Board in September 1993.  He joined the Audit and Compensation Committees in 1994 and became the Chair of the Nominating Committee in April 2007.  He resigned from the Audit Committee on April 4, 2011.

2	Mr. Al Omair was elected to the Board on October 23, 2007.  He joined the Nominating and Audit Committees on October 23, 2007, and the Compensation Committee on December 31, 2007.

3

Mr. Goehringer was elected to the Board on October 23, 2007.  He joined the Nominating and Audit Committees on October 23, 2007, and the Compensation Committee on December 31, 2007.  He resigned from the Audit Committee in February 2008.  He resigned from the Compensation and Nominating Committees in January 2009.  His term will expire at the 2011 Annual Stockholders’ Meeting.

4	Mr. McKee was elected to the Board on April 28, 2009.  He joined the Nominating, Audit and Compensation Committees on April 28, 2009.  He became the Chair of the Compensation Committee in February 2010.

5	Mr. Townsend was appointed to the Board in February 2011.  He concurrently joined the Audit and Compensation Committees.  He became Chair of the Audit Committee on April 7, 2011.

(1)

Company directors and nominees, each of the named executive officers, and all individuals owning more than 5% of the Company’s outstanding Common Stock, set forth in the Summary Compensation Table on page 23; and

(2)

Current directors and Company executive officers as a group.

Name of Beneficial Owner	Amount and Nature of  Beneficial Ownership1	Percent of Class
Current Directors and Nominees:
Ghazi Sultan	130,000(2)(3)	0.5%
Robert E. Kennedy	50,000(2)(3)	0.2%
Allen P. McKee	49,667(2)(3)	0.2%
Charles W. Goehringer, Jr.	73,967(2)(3)	0.3%
Mohammed O. Al Omair	41,667(2)(3)	0.2%
Current Director, Nominee or Named Executive Officer:
Nicholas N. Carter	472,768(3)	2.0%
Connie J. Cook	40,350(3)	0.2%
Mark D. Williamson	30,000(3)	0.1%
Gerardo Maldonado	3,750(3)	0.0%
Ronald R. Franklin	2,028	0.0%
All current directors and executive officers as a group (10 persons)	894,197(3)	3.7%
Individuals with beneficial ownership of more than 5% of outstanding Common Stock
Fahad Mohammed Saleh Al Athel	3,995,745	16.7%
Wellington Trust	2,049,524	8.6%
Prince Talal Bin Abdul Aziz	1,272,680	5.3%

 

 

 

•

Annual incentive awards consist of cash bonuses generated under our new annual incentive program and our legacy profit sharing.  Cash awards under our annual incentive plan are tied to financial results (Operating Income) and to a lesser extent individual performance. Our profit sharing program is available to all petrochemical segment employees (including our NEOs) and is based on cash flow from the petrochemical segment of the business. Our NEOs have historically participated in the profit sharing program with all of our petrochemical employees.  We have seen a connection between our executives and our other employees when everyone gathers for a quarterly meeting to discuss Company performance.  The checks that are handed out to each participant in attendance reflect the operating results of the previous quarter.  Everyone from our lowest hourly rate petrochemical employee to our CEO feel the excitement or disappointment with the size of their respective profit sharing checks.  We feel that it is important to continue this practice and do not want to disrupt this employee-wide participation and personal connection and identification with corporate’s quarterly results.  For reasons stated below, we implemented a new annual incentive program for our NEOs in 2010 which could have eliminated the need for NEO participation in our profit sharing program.  However, rather than eliminate NEO participation from the profit sharing plan we simply net out any quarterly payment made throughout the year from the bonus generated under the new annual incentive program.  By doing this we maintain the connection between our executives and other employees.  Both bonuses and profit sharing awards are paid in cash and provide a strong link between pay and performance as they are directly determined by operating income and profitability.

•

The 2008 long-term incentive program currently issues equity to our executives in the form of stock options. The equity-based reward to our executives is therefore highly correlated to the investment success of our shareholders as options hold value only as our stock price increases above the strike price.

Participant Title	Target Bonus (as % of Base Salary)	Max	Maximum Bonus (as % of Base Salary)
President and CEO	80%	2X	160%
Chief Financial Officer	45%	2X	90%
Vice President of Marketing	45%	2X	90%
Vice President of Manufacturing	50%	2X	100%

•

20% of the target bonus is based upon individual performance.  Each of the goals are equally weighted in this portion of a participant’s target bonus (i.e., if there are two individual performance goals then 10% of the target bonus each).  The Committee is responsible for determining the President/CEO’s performance relative to any individual goals.  The President/CEO determines the performance of his direct reports and makes a recommendation for approval to the Committee.

•

80% of the target bonus is based upon corporate performance and is determined by the achievement of a pre-established Operating Income goal.  Actual Operating Income relative to the Operating Income goal determines the multiple to be applied to this portion of a participant’s bonus.  For example, if 100% (“Target” Performance) of the Operating Income goal is met, then a 1.00X multiple is applied to 80% of the participant’s target bonus.  Threshold payouts will occur when 80% of the Operating Income goal is met (“Threshold” Performance).  In this case a 0.50X multiple is applied to 80% of the participant’s Target bonus.  Performance below Threshold (80% Target of Operating Income) results in a zero dollar payout.  The Maximum payout occurs when actual Operating Income is greater than or equal to 140% of the Operating Income goal (“Maximum” Performance).  When Maximum

Base Salary: $250,000
Target Bonus as % of Base Salary: 80%		$	200,000
Maximum Bonus as % of Base Salary: 160%		$	400,000	(1)

TARGET BONUS			Status		Multiple				Payout
Individual Goals	20	%	Achieved			1	X		$	40,000
Corporate Performance	80	%	Target			1	X		$	160,000
	100	%							$	200,000

MAXIMUM BONUS					Status		Multiple				2X Target
Individual Goals		10	%	(3)	Achieved			1	X		$	40,000
Corporate Performance		90	%		Target			2.25	X		$	360,000	(2)
		100	%								$	400,000	(1)

(1)	$400,000 = 2X the Target Bonus

(2)	$360,000 = $200,000 X 80% X 2.25

(3)	There is only a “target” payout related to Individual Goals; therefore, this payout remains the same even in a maximum performance scenario and only accounts for 10% of the total payout; 90% of the maximum award payout is based upon Corporate Operating Income performance

Payout level	Corporate Performance Bonus Multiple	Performance Achievement
Maximum	2.25X(1)	140% of Operating Income goal
Target	1.00X	100% of Operating Income goal
Threshold	0.50X	80% of Operating Income goal

(1)

Applying a multiple of 2.25X the Corporate Performance portion of the target bonus is necessary to allow our participants an opportunity to earn 200% of their target bonus because it is being applied to only 80% of the targeted bonus payout.  The amount of the target bonus paid for achieving individual goals does not change in a maximum corporate performance scenario.

•	An exercise price equal to closing price of Arabian American Development Company stock on the grant date

•	Annual vesting in approximately equal installments over a specified period

•	Expiration seven to ten years after the grant date

Governance of Pay Setting Process

•	We benchmark our NEOs to comparable positions within the market in terms of specific duties, responsibilities, and job scope.

•	Each position has an established target annual incentive award opportunity, executive benefits and perquisites.  These incentive levels and benefits are reviewed by the Committee on an annual basis to determine their relative level of competitiveness with the market.

•	We generally target all elements of pay and total direct compensation to be positioned between the 25th to 50th percentiles of our peer group.

•	Individual executive pay positioning will vary based on the requirements of the job (competencies and skills), the executive’s experience and performance, and the organizational structure (internal alignment and pay relationships).

•	We also consider internal pay equity when establishing compensation levels.  Currently, we believe that our compensation level for each of our NEOs reflects his or her job responsibility and scope appropriately and scale down from the CEO in a reasonable manner.

•	Exceptions to normal practice may be made based on critical business and people needs.

Role of the Compensation Committee in Establishing Pay Levels

•

The Compensation Committee (comprised of only independent directors) establishes, reviews and approves all elements of the executive compensation program.  A copy of the Compensation Committee Charter is available on our website.  During 2010 the Committee engaged Pearl Meyer & Partners (“PM&P”) to serve as its independent outside executive compensation consultant.  PM&P’s primary role is to provide advice and perspective regarding market compensation trends that may impact decisions we make about our executive compensation program and practices.  PM&P was instrumental in assisting the Committee in a complete overhaul of our executive compensation program in the latter half of 2010.  The Company incurred expenses during 2010 payable to PM&P in the amount of $47,660.  Management has the responsibility for effectively implementing the executive compensation program.  Additional responsibilities of the Committee, management and the consultant include:

•	The Committee reviews and approves business goals and objectives relevant to executive compensation,     evaluates the performance of the President/CEO in light of these goals and objectives, and determines and establishes the President/CEO’s compensation level.

•	Based on review of market data, individual performance and internal pay comparisons, the Committee independently sets the pay for our President/CEO and reviews and approves all NEO and other executive pay arrangements.

Role of Management in Establishing Pay Levels

•	The President/CEO makes recommendations on program design and pay levels, where appropriate, and oversees the implementation of such programs and directives approved by the Committee.

•	The President/CEO develops pay recommendations for his direct reports and other key executives.  This includes all of our NEOs (with the exception of our CEO himself).

•	Our Chief Accounting Officer provides the financial information used by the Committee to make decisions with respect to incentive compensation goals and related payouts.

Role of the Compensation Consultant in Establishing Pay Levels

•	The compensation consultant is responsible for gathering, analyzing and presenting peer group pay practices and relevant data to the Committee.  They do not have the authority to determine pay.

•	The consultant provides periodic updates to the Committee regarding various tax, accounting and regulatory issues that could have an impact on executive compensation design, administration and/or disclosure.

•	In 2010 the consultant assisted the Committee in revamping the executive compensation program.

Regulatory Considerations

Executive		Annualized Base Salary				Annual Incentive Plan Target (Profit Sharing, Cash Bonus and Commissions)				Long-Term Incentive Compensation(1)				Annualized Total Direct Compensation Target
Nicholas N. Carter President & CEO      Compensation Amount		$	250,000			$	200,000			$	66,300			$	516,300
Market Targeted Range
Minimum		$	353,000			$	396,000			$	146,000			$	878,900
Maximum		$	434,000			$	481,000			$	315,000			$	1,104,200
Connie J. Cook Chief Accounting Officer      Compensation Amount		$	145,000			$	65,250			$	33,150			$	243,400
Market Targeted Range
Minimum		$	189,000			$	203,000			$	57,000			$	351,900
Maximum		$	218,000			$	246,000			$	89,000			$	413,200
Mark D. Williamson Vice President of Marketing      Compensation Amount		$	253,900	(2)		$	74,300			$	44,200			$	372,400
Market Targeted Range
Minimum		$	148,000			$	173,000			$	41,000			$	266,300
Maximum		$	181,000			$	215,000			$	72,000			$	312,200
Ron Franklin Vice President of Manufacturing      Compensation Amount		$	186,000			$	93,000			$	24,700			$	303,700
Market Targeted Range
Minimum		$	229,000			$	262,000			$	60,000			$	442,200
Maximum		$	265,000			$	332,000			$	104,000			$	495,700

(1)	The compensation amount for each NEO shown reflects the value of options granted to the NEOs by the Compensation Committee in the first quarter of 2010 based on the Company’s performance in 2009.

(2)	Includes commissions of $89,000 earned in 2010.  Beginning January 1, 2011, the Vice President of Marketing will no longer receive commissions.  However, his base salary for 2011 will be increased proportionately to account for the difference.

Beginning of the Performance Period	During the Performance Period	End of the Performance Period
Operating Income goals are developed by the Committee and management and ultimately approved by the Committee	Operating Income performance is monitored relative to goals   Operating Income goals cannot be changed during the performance period	Management presents actual Operating Profit results relative to goals and the Committee reviews actual performance to determine any payouts   The Committee may exclude or adjust certain items that are outside the normal course of business, unusual and/or infrequent, and not reflective of our core operating performance for that period

•	limits on annual incentive and long-term performance awards, thereby defining and capping potential payouts;

•	application of an annual incentive metric that aligns employees with the common goal of increasing Operating Income;

•	use of a long-term incentive vehicle—stock option—that vests over a number of years, thereby providing strong incentives for sustained operational and financial performance;

•	Committee discretion to adjust payouts under the annual incentive plan to reflect the core operating performance of the company but prohibits discretion for payouts above stated maximum awards;

•	annual bonuses to executives are awarded after the Company’s Operating Income for the fiscal year is determined which means that 100 percent of annual bonus is delayed and at risk to the executives based on the actual company wide net operating performance of the Company; and

•

no awards of annual bonuses and stock option grants for a given year are based on matrices such as revenue or operating results of particular transactions or units, which would create the potential that personnel might take actions that benefit that matrix in the short-term while exposing the Company to inappropriate risk.

Executive Compensation Program for 2010 and 2011

•	2010 Target Operating Income of $10 million; therefore Threshold level of $8 million; As noted previously, our 2010 actual Operating Income is $5,589,269 which is less than the Threshold level of $8 million; Consequently, no executive bonuses were earned in 2010.

•	2010 South Hampton EBITDA of $11,296,809

Position		Base Salary 2010				Base Salary 2011				Increase
President and CEO		$	250,000			$	350,000			$	100,000
Chief Accounting/Financial Officer(2)			145,000				160,000				15,000
Vice President of Marketing (1)			165,000				255,000				90,000
Vice President of Manufacturing			185,600				225,000				39,400

(1)	As mentioned above, our VP of Marketing will no longer be eligible to receive commission; therefore, his base salary was adjusted to compensate for this change.

(2)	Our Chief Accounting Officer was promoted to Chief Financial Officer in January 2011.

Employee Name	Title		Total Options Granted				Vesting Period #1 1/12/11- 1/11/12				Vesting Period #2 1/12/12- 1/11/13				Vesting Period #3 1/12/13- 1/11/14				Vesting Period #4 1/12/14- 1/11/15
Nicholas Carter	President /CEO			129,030				32,257				32,258				32,257				32,258
Ron Franklin	VP Mfg.			58,650				14,662				14,663				14,662				14,663
Connie Cook	Sec/Treas/CFO			58,650				14,662				14,663				14,662				14,663
Mark Williamson	VP Marketing			50,830				12,707				12,708				12,707				12,708
Turner Evans	Mgr. of Log.			31,280				7,820				7,820				7,820				7,820
Merf Kaufman	Plant Mgr.			31,280				7,820				7,820				7,820				7,820
Darren Smith	IT Mgr.			31,280				7,820				7,820				7,820				7,820
Total				391,000

Name and Principal Position	Year		Salary ($) (1)				Bonus ($)(2)				Stock Award(s) ($)				Option Award(s) ($)(3)				Non-Equity Incentive Plan Compensation ($)				Change in Pension Value and Non-Qualified Deferred Compensation Earnings ($)				All Other Compensation ($)(4)(5)(6)(7)(8)				Total ($)
Nicholas N. Carter President and Chief Executive Officer since July 1, 2009; previously Executive Vice President and Chief Operating Officer	2010		$	250,000				--				--			$	66,300				--				--			$	35,515			$	351,815
	2009		$	234,837			$	60,000				--				--				--				--			$	56,642			$	351,479
	2008		$	209,918				--			$	99,800				--				--				--			$	41,260			$	350,978
Connie J. Cook Chief Accounting Officer	2010		$	144,997				--				--			$	33,150				--				--			$	27,209			$	205,356
	2009		$	142,208			$	30,000				--				--				--				--			$	41,248			$	213,456
	2008		$	133,009				--			$	49,900				--				--				--			$	34,124			$	217,033
Mark D. Williamson Vice President of Marketing, Petrochemical Company	2010		$	253,904				--				--			$	44,200				--				--			$	35,861			$	333,965
	2009		$	227,500			$	40,000				--				--				--				--			$	46,302			$	313,802
	2008		$	240,705				--			$	49,900				--				--				--			$	40,585			$	331,190
Gerardo Maldonado, Account Representative, Petrochemical Company	2010		$	194,404				--				--				--				--				--			$	25,673			$	220,077
	2009		$	192,543				--				--				--				--				--			$	35,990			$	228,533
	2008		$	179,158				--				--				--				--				--			$	25,389			$	204,547
Hatem El Khalidi President and Chief Executive Officer until June 30, 2009	2010			--				--				--				--				--				--				--				--
	2009		$	36,000			$	31,500				--			$	186,288				--				--			$	40,000			$	293,788
	2008		$	72,000				--				--				--				--				--			$	8,000			$	80,000
Ron Franklin Vice President of Manufacturing, Petrochemical Company	2010		$	185,577				--				--				24,700				--				--			$	26,009			$	236,286
	2009		$	22,115				--				--				--				--				--			$	742			$	22,857
	2008			--				--				--				--				--				--				--				--

(a)	$88,904, $77,694, and $106,763 in sales commission earned by Mr. Williamson for each of the fiscal years 2010, 2009 and 2008, respectively;

(b)	$56,916, $57,699, and $49,773 in sales commission earned by Mr. Maldonado for each of the fiscal years 2010, 2009 and 2008, respectively;

(2)	Includes $31,500 in retirement bonus compensation awarded in 2009 to Mr. El Khalidi that was deferred.

(3)

Restricted stock option awards for fiscal year ended 2010 were granted to the participants based on their performance in fiscal year ended 2009.  Restricted stock option awards include the aggregate grant date fair value of such awards granted in the fiscal year indicated computed in accordance with ASC 718.  For a discussion of the assumptions we made in valuing the stock and option awards, see “Note 2—Significant Accounting Policies—Share-Based Compensation” and “Note 14—Share-Based Compensation” in the notes to our consolidated financial statements contained in our Annual Report on Form 10-K for the fiscal year ended December 31, 2010.

(4)

Includes $4,000 and $8,000 in termination benefits for each of the fiscal years ended December 31, 2009 and 2008, respectively, that was accrued for Mr. El Khalidi in accordance with Saudi Arabian employment laws. The total amount of accrued termination benefits due to Mr. El Khalidi as of December 31, 2010, was $42,878.

(5)	Includes $36,000 in accrued retirement benefits for the fiscal year ended December 31, 2009 that was deferred at the election of Mr. El Khalidi.

(6)

Includes:

(a)	$15,000, $14,090, and $12,595 in 401(k) contributions made on behalf of Nicholas N. Carter for each of the fiscal years 2010, 2009 and 2008, respectively;

(b)	$8,700, $8,533, and $7, in 401(k) contributions made on behalf of Connie J. Cook for each of the fiscal years ended 2010, 2009 and 2008, respectively;

(c)	$15,234, $13,650, and $14,442 in 401(k) contributions made on behalf of Mark D. Williamson for each of the fiscal years ended 2010, 2009 and 2008, respectively;

(d)	$11,664, $11,553, and $10,749 in 401(k) contributions made on behalf of Gerardo Maldonado for each of the fiscal years ended 2010, 2009 and 2008, respectively; and

(e)   $7,500 in 401(k) contributions made on behalf of Ron Franklin for the fiscal year ended 2010.

(7)

Includes:

(a)	$19,884, $42,552, and $28,665 in profit sharing for Nicholas N. Carter for each of the fiscal years 2010, 2009 and 2008, respectively;

(b)	$18,509, $32,715, and $26,143 in profit sharing for Connie J. Cook for each of the fiscal years ended 2010, 2009 and 2008, respectively;

(c)	$20,446, $32,652, and $26,143 in profit sharing for Mark D. Williamson for each of the fiscal years ended 2010, 2009 and 2008, respectively;

(d)	$14,009, $24,437, and $14,640 in profit sharing for Gerardo Maldonado for each of the fiscal years ended 2010, 2009 and 2008, respectively; and

(e)   $18,509 in profit sharing for Ron Franklin for the fiscal year ended 2010.

(8)	Includes $631 for the vehicle provided to Nicholas N. Carter in fiscal year 2010.

 

		Estimated Future Payouts  Under Non-Equity Incentive Plan Awards			Estimated Future Payouts under Equity Incentive  Plan Awards
Name	Grant Date	Threshold ($)	Target ($)	Maximum ($)	Threshold (#)	Target (#)	Maximum (#)	All Other Stock Awards:  Number of Shares of Stock or  Units (#)		All Other Options Awards: Number of Securities (#)				Exercise Price of Options ($/sh)				Closing Market Price on Date of Option Grant ($/sh)			Grant Date Fair Value of Stock Awards
Nicholas Carter (1)	01/28/10										30,000			$	2.21			$	2.21
Mark Williamson (1)	01/28/10										20,000			$	2.21			$	2.21
Connie Cook (1)	01/28/10										15,000			$	2.21			$	2.21
Gerardo Maldonado (1)	01/28/10										7,500			$	2.21			$	2.21
Ronald Franklin (2)	06/22/10										10,000			$	2.47			$	2.47

(1)	Represents stock option grants made on January 28, 2010, to officers and key employees in the amounts shown with an exercise price equal to the closing sale price of such a share on even date.  The options vest over a 2 year period with 50% vesting each year.  The option life is 7 years.

(2)	Represents a stock option grant made on June 22, 2010 to Mr. Franklin with an exercise price equal to the closing sale price of such a share on even date.  The options vest over a 2 year period with 50% vesting each year.  The option life is 7 years.

Name	Plan name		Number of years credited service				Present value of accumulated benefit ($)				Payments during last year  ($)
Hatem El Khalidi President and Chief Executive Officer until June 30, 2009	Retirement Agreement (1)			42			$	851,000			$	0
	Retirement Agreement (2)			42				31,500			$	0
	Saudi Arabian Termination Benefits (3)			42				42,876			$	0
Total							$	925,376			$	0

(1)

In January 2008 the retirement agreement entered into in February 2007 with Mr. El Khalidi, then president of the Company, was modified.  The new agreement provides for $6,000 per month in benefits to Mr. El Khalidi upon his retirement for the remainder of his life.  Additionally, upon his death $4,000 per month will be paid to his surviving spouse for the remainder of her life.  A health insurance benefit is also provided.  An additional $382,000 was accrued in January 2008 for the increase in benefits.  A short-term liability of $36,000 is included in accrued liabilities and a long-term liability of approximately $815,000 based upon an annuity single premium value contract was outstanding as of December 31, 2009, and is included in post retirement benefits. Assumptions used for the amortization of post retirement benefits were a life expectancy of 6.8 years for Mr. El Khalidi and 15.8 years for Ms. El Khalidi with a discount rate of 1.62%.  Life expectancies were taken from the 2004 Life Table for the total U.S. population as published under the National Vital Statistics Reports.  In June 2009 the Company’s Board of Directors voted to amend the retirement benefit by allowing a yearly cost of living adjustment to be applied to the agreement based upon the Consumer Price Index which is published annually.  Expense recognized in relation to this adjustment was approximately $21,000 based upon the Consumer Price Index published on January 15, 2010, of 2.7%.  See Note 21 – Post Retirement Obligations in our annual report on Form 10-K.

(2)	While there is no written policy regarding retirement bonus compensation, the Company has historically awarded all employees (regardless of job position) a retirement bonus equal to $750 for each year of service.  Since Mr. El Khalidi was employed by the Company for 42 years, the Board of

(3)

Employer termination benefits required by the Saudi Labor and Workman Law provide for termination benefits equal to one-half month’s total compensation for each year of service for the first five years and one month’s total compensation for each subsequent year of service.  Since Mr. El Khalidi was employed by the Company in Saudi Arabia for 42 years, under Saudi law the total accrued termination benefits due were $320,000 of which approximately $43,000 remained outstanding to Mr. El Khalidi as of December 31, 2010.

		Option awards																Stock awards
Name		Number of Securities Underlying Unexercised Options (#) Exercisable				Number of Securities Underlying Unexercised Options  (#) Unexercisable				Equity incentive plan awards: number of securities underlying unexercised unearned options (#)				Option exercise price ($)			Option Expiration date	Number of Shares or units of stock that have not vested (#)	Market value of shares or unites of stock that have not vested (#)	Equity incentive plan awards: number of unearned shares, units or other rights that have not vested (#)	Equity incentive plan awards: market or payout value of unearned shares, units or other rights that have not vested ($)
Hatem El Khalidi			--				200,000				--			$	3.40		06/30/12
Hatem El Khalidi			--				200,000				--			$	3.40		06/30/19
Nicholas Carter			--				30,000				--			$	2.21		01/27/17
Mark Williamson			--				20,000				--			$	2.21		01/27/17
Connie Cook			--				15,000				--			$	2.21		01/27/17
Gerardo Maldonado			--				7,500				--			$	2.21		01/27/17
Ronald Franklin			--				10,000				--			$	2.47		06/22/17