Exhibit 10.8


 


EMPLOYMENT AGREEMENT


 


BETWEEN


 


GLYECO, INC.


 


And


 


RICHARD
GEIB


(Executive)


 


THIS EMPLOYMENT
AGREEMENT (this “Agreement”), dated as of December 28, 2016 and effective as of the Effective Date (as such
term is defined in Section 2.2 hereafter) is entered into by and between GlyEco, Inc., a Nevada corporation (the
“Company”), and Richard Geib, an individual with a physical address  at [See Recent Address on File with Company]
(the “Executive”) (collectively, the “Parties,” individually, a “Party”).


 


WITNESSETH:


 


WHEREAS, the Board of
Directors of the Company (the “Board”) has requested and the Executive has agreed to provide services to the Company
as Executive Vice President –Additives and Glycols of the Company; and


 


WHEREAS, the Board has
determined that it is in the best interests of the Company and its stockholders to indemnify the Executive for claims for damages
arising out of or relating to the performance of such services to the Company in accordance with the terms and conditions set forth
in this Agreement and pursuant to Nevada law; and


 


WHEREAS, as an inducement
to serve and in consideration for such services, the Company has agreed to indemnify the Executive for claims for damages arising
out of or relating to the performance of such services to the Company in accordance with the terms and conditions set forth in
a separate agreement, which indemnification agreement is attached as an exhibit hereto and is incorporated herein by reference;
and


 


WHEREAS, in order to
accomplish these objectives and establish the rights, duties and obligations of the Parties, which shall be generally stated herein
and which may be more fully stated in other agreements between the Parties, including equity-based agreements, indemnity agreements,
and other employment or incentive related agreements as the Company or the Board may adopt from time to time, the Board has caused
the Company to enter into this Agreement;


 


NOW, THEREFORE, in consideration
of the premises and the mutual covenants and agreements set forth herein, the Parties, intending to be legally bound, hereby agree
as follows:


 




      


     


    

 


Article
One



Definitions


 


1.          Definitions.
As used in this Agreement:


 


1.1           The
term “Accrued Obligations” shall mean the sum of (1) that portion of the Executive’s Base Salary that was not
previously paid to the Executive from the last payment date through the Date of Termination (as defined in Section 4.5 below)
and (2) any other benefits owed to Executive through the Date of Termination.


 


1.2           The
term “Automatic Extension” shall have the meaning set forth in Section 2.2 herein.


 


1.3           The
term “Base Salary” shall have the meaning set forth in Section 3.1 herein.


 


1.4           The
term “Board” shall have the meaning set forth in the recitals.


 


1.5           The
term “Cause” shall have the meaning set forth in Section 4.3 herein.


 


1.6           The
term “Common Stock” shall mean the Common Stock, par value $0.0001, of the Company.


 


1.7           The
term “Compensation Committee” shall mean the Compensation Committee of the Company.


 


1.8           The
term “Company Group” shall mean the Company and any other corporation or trade or business required to be aggregated
with the Company which constitutes a single Company under Code Section 414(b) or Code Section 414(c) with the Company, except that
in applying Code Section 1563(a)(1), (2), and (3), the language “at least 50 percent” is used instead of
“at least 80 percent.”


 


1.9           The
term “Corporate Documents” shall mean the Company’s Certificate of Incorporation, as amended and/or its Bylaws,
as amended.


 


1.10         The
term “Effective Date” shall have the meaning set forth in the preamble.


 


1.11         The
term “Good Reason” shall have the meaning set forth in Section 4.3(c) herein.


 


1.12         The
term “Initial Term” shall have the meaning set forth in Section 2.2 herein.


 




    	 	2	 



     


    

  


1.13         The
term “Separation from Service” shall mean the Executive’s termination of employment with the Company Group for
any reason which constitutes a “separation from service” under Code Section 409A. Notwithstanding the foregoing, the
Executive’s employment relationship with the Company Group is considered to remain intact while the individual is on military
leave, sick leave or other bona fide leave of absence if there is a reasonable expectation that the Executive will return to perform
services for the Company Group and the period of such leave does not exceed six months, or if longer, so long as the Executive
retains a right to reemployment with the Company under applicable law or contract. Solely for purposes of determining whether a
Separation from Service has occurred, the Company will determine whether the Executive has terminated employment with the Company
Group based on whether it is reasonably anticipated by the Company and the Executive that the Executive will permanently cease
providing services to the Company Group, whether as an employee or independent contractor, or that the services to be performed
by the Executive, whether as an employee or independent contractor, will permanently decrease to no more than 20% of the average
level of bona fide services performed, whether as an employee or independent contractor, over the immediately preceding 36-month
period or such shorter period during which the Executive was performing services for the Company Group. If a leave of absence occurs
during such 36-month or shorter period which is not considered a Separation from Service, unpaid leaves of absence shall be disregarded
and the level of services provided during any paid leave of absence shall be presumed to be the level of services required to receive
the compensation paid with respect to such leave of absence.


 


1.14         The
term “Without Cause” shall have the meaning set forth in Section 4.3(b) herein.


 


1.15         The
term “Without Good Reason” shall have the meaning set forth in Section 4.3(c) herein.


 


Article
Two



POSITION AND DUTIES


2.          Employment.


 


2.1           Title.
The Executive shall serve as the Executive Vice President –Additives and Glycols of the Company and agrees to perform services
for the Company and such other affiliates of the Company, as described in Section 2.3 herein.


 


2.2           Term.
The Executive’s employment shall be for an initial term of three (3) years (the “Initial Term”), commencing on
the date of the closing of the acquisition by Recovery Solutions & Technologies, Inc. (“RS&T”) of certain assets
of Union Carbide Corporation (“Union Carbide”), pursuant to the provisions of an Amended and Restated Asset Transfer
Agreement (the “Union Carbide Asset Transfer Agreement”) by and between Union Carbide and RS&T, dated as of August
23, 2016, as amended from time to time (the “Effective Date’). In the event that the transactions contemplated under
the Union Carbide Asset Transfer Agreement are not consummated on or before February 1, 2017, this Agreement shall be void and
of no force or effect. The Executive’s employment shall be automatically extended on the day after the end of the Initial
Term (“Automatic Extension”), and on each anniversary date thereof, for additional one (1) year periods unless the
Company provides notice that it does not intend to extend the term of the Executive’s employment at least sixty (60) days
in advance of the end of the Initial Term or any Automatic Extension.


 




    	 	3	 



     


    

  


2.3           Duties
and Responsibilities. The Executive shall report to the Chief Executive Officer of the Company (the “CEO”) and
in his capacity as an officer of the Company shall perform such duties and services as may be appropriate and as are assigned to
him by the CEO. During the term of this Agreement Executive shall, subject to the direction of the CEO, oversee the day-to-day
operations of the Company’s WEBA Technology Corp. (“WEBA”) and RS&T subsidiaries, and shall perform such
duties as are customarily performed by the Executive Vice President – Additives and Glycols of a company such as the Company
or as are otherwise delegated to him from time to time by the CEO.


 


2.4           Performance
of Duties. During the term of the Agreement, except as otherwise approved in writing by the CEO or as provided below, the Executive
agrees to devote his full business time, effort, skill and attention, consistent with businesses of the type and scope of the Company,
to the affairs of the Company and its subsidiaries, will use his best efforts to promote the interests of the Company, and will
discharge his responsibilities in a diligent and faithful manner, consistent with sound business practices. The foregoing shall
not, however, preclude Executive from devoting reasonable time, attention and energy in connection with the following activities,
provided that such activities do not materially interfere with the performance of his duties and services hereunder:


 


(a)          fulfilling
speaking engagements;


 


(b)          engaging
in charitable and community activities;


 


(c)          managing
his personal business and investments; and


 


(d)          any
other activity approved of by the Board. For purposes of this Agreement, any activity specifically listed on Schedule A
shall be considered as having been approved by the Board.


 


2.5           Representations
and Warranties of the Executive with Respect to Conflicts, Past Employers and Corporate Opportunities. The Executive represents
and warrants that:


 


(a)          his
employment by the Company will not conflict with any obligations which he has to any other person, firm or entity; and


 


(b)          he
will not, without disclosure to and approval of the Board, directly or indirectly, assist or have an active interest in (whether
as a principal, stockholder, lender, employee, officer, director, partner, venturer, consultant or otherwise) any person, firm,
partnership, association, corporation or business organization, entity or enterprise that competes with or is engaged in a business
which is substantially similar to the business of the Company; provided, however, that ownership of not more than two percent
(2%) of the outstanding securities of any class of any publicly held corporation shall not be deemed a violation of this Section
2.5; provided, further, that any investment specifically listed on Schedule A shall not be deemed a violation of this
Section 2.5.


 




    	 	4	 



     


    

  


2.6           Activities
and Interests with Companies Doing Business with the Company. In addition to those activities and interests of Executive disclosed
on Schedule A attached hereto, Executive shall promptly disclose to the Board, in accordance with the Company’s policies,
full information concerning any interests, direct or indirect, he holds (whether as a principal, stockholder, lender, executive,
director, officer, partner, venturer, consultant or otherwise) in any business which, as reasonably known to Executive, purchases
or provides services or products to, the Company or any of its subsidiaries, provided that the Executive need not disclose any
such interest resulting from ownership of not more than two percent (2%) of the outstanding securities of any class of any publicly
held corporation.


 


2.7           Other
Business Opportunities. Nothing in this Agreement shall be deemed to preclude the Executive from participating in other business
opportunities if and to the extent that: (a) such business opportunities are not directly competitive with, similar to the business
of the Company, or would otherwise be deemed to constitute an opportunity appropriate for the Company; (b) the Executive’s
activities with respect to such opportunities do not have a material adverse effect on the performance of the Executive’s
duties hereunder, and (c) the Executive’s activities with respect to such opportunity have been fully disclosed in writing
to the Board.


 


2.8           Reporting
Location. For purposes of this Agreement, the Executive’s reporting location shall be a location within a 50 mile radius
of Institute, West Virginia; provided, however, that it is understood and agreed that Executive’s responsibilities
may include frequent travel to the company’s operating facilities.


 


2.9           Adequate
Resources. The Company agrees to use commercially reasonable efforts to work with Executive to provide him with adequate resources
as shall be reasonably required by Executive to perform his duties and responsibilities under the terms and conditions of this
Agreement.


 


Article
Three



compensation


 


3.          Compensation.


 


3.1           Base
Salary. Executive shall receive an annual base salary of One Hundred Fifty Thousand US Dollars (US$150,000.00), payable in
accordance with the Company’s then-existing payroll policies (the “Base Salary”) and subject to all applicable
withholding requirements. The Base Salary shall be reviewed by the Board and its Compensation Committee annually for adequacy.


 




    	 	5	 



     


    

  


3.2           Annual
Incentive. Executive will be eligible to receive an annual cash incentive payable for the achievement of performance goals
established by the Compensation Committee of up to thirty-five percent (35%) of the Executive’s Base Salary (“Annual
Incentive”). The Executive understands and acknowledges that the ability or obligation of the Company to pay any cash incentives
or bonus may be limited by provisions in any then-existing debt facility or any then-outstanding debt issuance that may preclude
such payments if any debt covenants are or would be violated by payment of such Annual Incentive, if paid in cash, which covenants
shall be memorialized from time to time on Schedule B hereof. If an Annual Incentive payment is limited by these provisions,
the payment may be made in cash if such existing covenants have been specifically and explicitly waived in writing by any then-lender
or investor; provided, however, that no Annual Incentive can be distributed if the Company would be required to pay an amount
for such a waiver that it deems onerous and detrimental to the financial well being of the Company. The Annual Incentive cash payment
in this case would be deferred and accrued until such time as the debt covenants are satisfied, or the Incentive payment would
be given currently in fully vested Company common stock, at the option of the Executive. The actual earned Annual Incentive, if
any, payable to Executive for any performance period will depend upon the extent to which the applicable performance goal(s) specified
by the Compensation Committee are achieved and will be decreased or increased for under- or over- performance. Except as specifically
provided herein, Executive’s Annual Incentive will be subject to the terms and conditions of a formal bonus plan that may
be adopted by the Compensation Committee from time to time; provided, that if there is no formal bonus plan that has been established
by the Company, the Executive’s Annual Incentives shall be established each year by the Compensation Committee.


 


3.3           Long
Term Incentives.


 


(i)          Long-Term
Ongoing Performance Equity Incentive. Executive will be eligible to receive long-term performance equity incentives at a level
and on conditions as the Compensation Committee shall establish. Any long-term incentive will be subject to terms and conditions
of the Company’s 2012 Stock Incentive Plan (the “LTIP”), or any successor thereto, or any other equity-based
compensation plan that may be established by the Committee and approved by the shareholders. In addition, any long-term incentive
will be subject to the Committee’s standard terms and conditions for the applicable type of award, including vesting criteria
such as continued service or performance objectives.


 


(ii)         Stock
Grant. Executive will be granted one million (1,000,000) shares of Common Stock (the “Stock Grant”), as part of
his equity compensation component. The stock will fully vest when the price per share of the Common Stock, measured and approved
based on a 30-trading day volume weighted average price (VWAP) is equal to at least $0.20 per share.


 


3.4           Participation
in Benefit Plans.


 


(a)          Retirement
Plans. Executive shall be entitled to participate, without any waiting or eligibility periods, in all qualified retirement
plans provided to other executive officers and other key employees.


 


(b)          Employee
Benefit Plans and Insurance. The Executive shall have the right to participate in employee benefit plans and insurance programs
of the Company that the Company may sponsor from time to time and to receive customary Company benefits, if those benefits are
so offered. Nothing herein shall obligate Executive to accept such benefits if and when they are offered.


 




    	 	6	 



     


    

  


(c)          Vacation.


 


(i)          The
Executive shall be entitled to fifteen (15) days of annual vacation consistent with Company existing policy.


 


(d)          Paid
Holidays. The Executive shall be entitled to nine (9) paid holidays each year, as are generally available to all employees.


 


3.5           Relocation.
In the event that Executive is required to move from his primary residence and consents to such move, then Executive shall be provided
with relocation assistance as provided below:


 


(a)          Housing
and Temporary Lodging. The Company will pay the costs, for the Executive and his family, of house-hunting trips and the cost
of transporting the Executive, his spouse, furniture, household effects, and vehicles, to the area in which the Company will be
headquartered. In addition, the Company will pay the cost of the Executive’s travel, temporary living expenses, including
housing, whether hotel or apartment, and meals, during the period prior to the Executive’s move to the city in which the
Company will be headquartered.


 


3.7           
Business Related Expenses


 


(a)          Reimbursement.
Executive shall be entitled to reimbursement within a reasonable time for all properly documented and approved expenses for travel.
The Company shall reimburse business expenses of Executive directly related to Company business, including, but not limited to,
airfare, lodging, meals, travel expenses, medical expenses while traveling not covered by insurance, business entertainment, expenses
associated with entertaining business persons, local expenses to governments or governmental officials, tariffs, applicable taxes
outside of the United States, special expenses associated with travel to certain countries, supplemental life insurance or supplemental
insurance of any kind or special insurance rates or charges for travel outside the Executive’s country of residence (unless
such insurance is being provided by the Company), rental cars and insurance for rental cars, and any other expenses of travel that
are reasonable in nature or that have been otherwise pre-approved. Executive shall be governed by the travel and entertainment
policy in effect at the Company.


 


3.6           Payroll
Procedures and Policies. All payments required to be made by the Company to the Executive pursuant to this Article Three shall
be paid on a regular basis in accordance with the Company’s normal payroll procedures and policies.


 




    	 	7	 



     


    

  


Article
Four



Termination OF EMPLOYMENT


 


4.1           Events
of Termination. Executive’s employment, the Employment Term, the Base Salary, and any and all other rights of Executive
under this Agreement or otherwise as an employee of the Company will terminate (except as otherwise provided in this Section 4):


 


(a) upon the death of the Executive;


 


(b) upon termination of employment
due to the Disability of the Executive;


 


(c) upon termination by the
Company for Cause;


 


(d) upon resignation of employment
by the Executive without Good Reason;


 


(e) upon termination by the
Company without Cause; or


 


(f) upon the resignation of
employment by Executive for Good Reason.


 


Upon termination of Executive’s
employment, as provided above or otherwise, Executive’s rights respecting benefits, stock options, restricted stock, and
other equity awards will be determined under the applicable plan or program providing the same.


 


4.2           Definition
and Determination of Disability. If the Company determines in good faith that the Disability (as defined below) of the Executive
has occurred during the Employment Term, the Company may give the Executive notice of its intention to terminate the Executive’s
employment. In such event, the Executive’s employment hereunder shall terminate effective on the 30th day after
receipt of such notice by the Executive (the “Disability Effective Date”); provided, that, within the
30-day period after such receipt, the Executive shall not have returned to full-time performance of the Executive’s duties.
For purposes of this Agreement, “Disability” shall mean the absence of the Executive from the Executive’s duties
hereunder on a full-time basis for an aggregate of 180 days within any given period of 270 consecutive days (in addition to
any statutorily required leave of absence and any leave of absence approved by the Company) as a result of incapacity of the Executive,
despite any reasonable accommodation required by law, due to bodily injury or disease or any other mental or physical illness,
which will, in the opinion of a physician selected by the Company or its insurers and acceptable to the Executive or the Executive’s
legal representative, be permanent and continuous during the remainder of the Executive’s life.


 


4.3           Definition
of “Cause,” “Without Cause,” and “Good Reason.”


 


(a)         
 Termination for Cause.


 




    	 	8	 



     


    

  


The Executive’s
employment hereunder may be terminated for Cause. For purposes of this Agreement, “Cause” shall mean:


 


(i)          the
willful and continued failure of the Executive to perform substantially the Executive’s duties hereunder (other than any
such failure resulting from bodily injury or disease or any other incapacity due to mental or physical illness) after a written
demand for substantial performance is delivered to the Executive by the Board or the Chairman of the Company, which specifically
identifies the manner in which the Board or the Chairman of the Company believes the Executive has not substantially performed
the Executive’s duties; or 


 


(ii)         the
willful engaging by the Executive in illegal conduct or gross misconduct that is materially and demonstrably detrimental to the
Company and/or its affiliated companies, monetarily or otherwise.


 


For purposes
of this provision, no act, or failure to act, on the part of the Executive shall be considered “willful” unless done,
or omitted to be done, by the Executive in bad faith or without reasonable belief that the Executive’s action or omission
was in the best interests of the Company. Any act, or failure to act, based upon authority given pursuant to a resolution duly
adopted by the Board, upon the instructions of the Chairman or another Board Member of Company, or based upon the advice of counsel
for the Company shall be conclusively presumed to be done, or omitted to be done, by the Executive in good faith and in the best
interests of the Company and its affiliated companies. The cessation of employment of the Executive shall not be deemed to be for
Cause unless and until there shall have been delivered to the Executive a copy of a resolution duly adopted by the affirmative
vote of not less than two-thirds of the entire membership of the Board then in office, excluding the Executive, at a meeting of
the Board called and held for such purpose (after reasonable notice is provided to the Executive and the Executive is given an
opportunity, together with counsel, to be heard before the Board) finding that, in the good faith opinion of the Board, the Executive
is guilty of the conduct described in subparagraph (i) or (ii) above, and specifying the particulars thereof in detail.


 


(iii)        Executive’s
material violation of any Company policy or code of ethics or conduct that may be in force from time to time;


 


(iv)        the
appropriation (or attempted appropriation) of a material business opportunity of the Company without first presenting it to the
Company in writing and giving it a reasonable opportunity to accept or reject such opportunity, including attempting to secure
or securing any personal profit in connection with any transaction entered into on behalf of the Company;


 


(v)         the
Executive’s conviction of, or plea of nolo contendere to, any felony of theft, fraud, embezzlement or violent crime, or the
entering of a guilty plea or a plea of non contendere for any other crime for which imprisonment is a punishment.


 




    	 	9	 



     


    

  


(vi)        the
misappropriation (or attempted misappropriation) of any of the Company’s funds or property.


 


(b)          Termination
without Cause.


 


The determination
of whether the Executive’s employment is terminable for Cause shall be made solely by the Company’s Board of Directors,
which shall act in good faith in making such determination. All terminations by the Company that are not for Cause, or on the occasion
of the Executive’s death or disability shall be considered Without Cause.


 


(c)          Termination
for Good Reason.


 


The Executive
may terminate his employment hereunder for Good Reason. For all purposes under this Agreement, “Good Reason” shall
mean the occurrence of one or more of the following events arising without the express written consent of the Executive,
but only if the Executive notifies the Company in writing of the event within sixty (60) days following the occurrence of
the event, the event remains uncured after the expiration of thirty (30) days from receipt of such notice, and the Executive
resigns effective no later than thirty (30) days following the Company’s failure to cure the event:


 


(i) a
material diminution in the Executive’s Base Salary;


 


(ii) a
material diminution in the Executive’s authority, duties, or responsibilities (including status, offices, titles and reporting
requirements), duties, functions, responsibilities or authority as contemplated by Section 2.3 of this Agreement, or any
other action by the Company that results in a diminution in such position, duties, functions, responsibilities or authority, excluding
for this purpose an isolated, insubstantial and inadvertent action not taken in bad faith and which is remedied by the Company
promptly after receipt of notice thereof given by the Executive as provided for herein;


 


(iii) the
Company or a subsidiary thereof requiring the Executive to be permanently based anywhere other than within fifty (50) miles from
the location other than as provided in Section 2.8 of this Agreement; or


 


(iv) any
other action that constitutes a material breach by the Company of the Agreement.


 


A resignation
of employment by Executive for any other reason or under any other circumstances will be a resignation “Without Good Reason.”


 




    	 	10	 



     


    

  


4.4           Notice
of Termination. Any termination of the Executive’s employment hereunder by the Company or by the Executive (other than
a termination pursuant to Section 4.1(a)) shall be communicated by a Notice of Termination (as defined below) to the other
party hereto. For purposes of this Agreement, a “Notice of Termination” shall mean a notice which (a) indicates
the specific termination provision in this Agreement relied upon, (b) in the case of a termination for Disability, Cause or
Good Reason, sets forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of the Executive’s
employment under the provision so indicated, and (c) specifies the Date of Termination (as defined in Section 4.5 below);
provided, however, that notwithstanding any provision in this Agreement to the contrary, a Notice of Termination given in connection
with a termination for Good Reason shall be given by the Executive within a reasonable period of time, not to exceed 60 days,
following the occurrence of the event giving rise to such right of termination. The failure by the Company or the Executive to
set forth in the Notice of Termination any fact or circumstance which contributes to a showing of Disability, Cause, or Good Reason
shall not waive any right of the Company or the Executive hereunder or preclude the Company or the Executive from asserting such
fact or circumstance in enforcing the Company’s or the Executive’s rights hereunder.


 


4.5           Date
of Termination. For purposes of this Agreement, the “Date of Termination” shall mean the effective date of termination
of the Executive’s employment hereunder, which date shall be (a) if the Executive’s employment is terminated by
the Executive’s death, the date of the Executive’s death, (b) if the Executive’s employment is terminated
because of the Executive’s Disability, the Disability Effective Date, (c) if the Executive’s employment is terminated
by the Company (or applicable affiliated company) for Cause or by the Executive for Good Reason, the date on which the Notice of
Termination is given, and (d) if the Executive’s employment is terminated for any other reason, the date specified in
the Notice of Termination, which date shall in no event be earlier than the date such notice is given. 


 


4.6           Obligations
of the Company upon Termination. 


 


(a)          General;
Good Reason; Other Than for Cause, Death or Disability. Should Executive’s employment with the Company be terminated
by the Company Without Cause or should Executive resign his employment with the Company for Good Reason, then, in addition to the
payment of (i) any Accrued Obligations (which shall be paid to the Executive in a lump sum in cash within 60 days of the Date
of Termination), and (ii) any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive
under any annual bonus plan, program, policy, practice or arrangement or contract or agreement of the Company and its affiliated
companies (such other amounts and benefits hereinafter referred to as the “Other Benefits”), subject to Executive’s
executing a Severance Agreement and General Release in the form attached hereto as Schedule C, and his not revoking such
Severance Agreement and General Release during any applicable revocation period provided therein, after the expiration of such
revocation period, the Company shall pay to the Executive (either in a lump sum, payable within 30 days after expiration of such
revocation period, or in equal monthly installments over a twelve (12) month period, after the Date of Termination, at the Company’s
option) severance in an amount equal to the lesser of (i) twelve (12) months of Executive’s then current Base Salary or (ii)
the amount of Base Salary which would have been payable to him had the Employment Term continued until the end of the Initial Term
or the then current one-year term of Automatic Extension, as applicable.


 




    	 	11	 



     


    

  


In the event the Company elects
not to renew the Executive’s Agreement for an additional term, whether such extension comes after conclusion of the Initial
Term, or such additional term pursuant to an Automatic Extension and provided, further, that the Company has satisfied all obligations
due the Executive under the terms of this Agreement, except for such provisions which survive the expiration of this Agreement,
the Executive shall have no further rights and the Company shall have no further obligations under this Agreement, except for Article
Five and the Indemnification Agreement executed between the Company and the Executive thereunder.


 


(b)          Death.
If the Executive’s employment is terminated by reason of the Executive’s death during the Employment Term, this Agreement
shall terminate without further compensation obligations to the Executive’s legal representatives under this Agreement, other
than for payment of any Accrued Obligations (which shall be paid to the Executive’s estate or beneficiary, as applicable,
in a lump sum in cash within 90 days of the Date of Termination) and the timely payment or settlement of any other amount
pursuant the Other Benefits and (ii) treatment of all other compensation under existing plans as provided by the terms and
rules of those plans. 


 


(c)          Disability.
If the Executive’s employment is terminated by reason of the Executive’s Disability during the Employment Term, this
Agreement shall terminate without further compensation obligations to the Executive, other than for (i) payment of Accrued
Obligations (which shall be paid to the Executive in a lump sum in cash within 90 days of the Date of Termination) and the
timely payment or settlement of any other amount pursuant to the Other Benefits and (ii) treatment of all other compensation
under existing plans as provided by the terms and rules of those plans. 


 


(d)          Cause;
Other than for Good Reason. If the Executive’s employment is terminated for Cause during the Employment Term, this Agreement
shall terminate without further compensation obligations to the Executive other than the obligation to pay to the Executive Base
Salary through the Date of Termination plus the amount of any compensation previously deferred by the Executive, in each case to
the extent theretofore unpaid. If the Executive voluntarily terminates the Executive’s employment during the Employment Term,
and such termination is Without Good Reason, this Agreement shall terminate without further compensation obligations to the Executive,
other than for that portion Executive’s Base Salary that was not previously paid to the Executive from the last payment date
through the effective date of the Executive’s voluntary termination and the timely payment or provision of the Other Benefits,
as provided in any applicable plan, and the Executive shall have no further obligations nor liability to the Company. In such case,
any amounts owed to the Executive shall be paid to the Executive in a lump sum in cash within 90 days of the Date of Termination
subject to applicable laws and regulations. 


 


4.7           Code
Section 409A.


 


(a)          General.
Notwithstanding any provision to the contrary in this Agreement, if the Executive is deemed at the time of his Separation from
Service from the Company to be a “specified employee” for purposes of Section 409A(a)(2)(B)(i) of the Code and
if any amounts otherwise payable pursuant to this Agreement within the first six (6) months following the Executive’s
Separation from Service would be subject to the excise tax imposed by Section 409A of the Code, then payment of such portion
of the benefits subject to the excise tax shall be suspended and shall be paid in a lump sum to the Executive on the first business
day following the expiration of six (6) months from the date of the Executive’s Separation from Service.


 




    	 	12	 



     


    

  


(b)          409A
Compliance. It is intended that any amounts payable under this Agreement and the Company’s and Executive’s exercise
of authority or discretion hereunder shall comply with Internal Revenue Code Section 409A (including the Treasury regulations and
other published guidance relating thereto) so as not to subject Executive to the payment of any interest or additional tax imposed
under Internal Revenue Code Section 409A. To the extent any amount payable to Executive from Company, per this Agreement or otherwise,
would trigger the additional tax imposed by Internal Revenue Code Section 409A, the parties agree to adopt any necessary amendments
to this Agreement in order to avoid such additional tax.


 


Article
Five



indemnification


 


5.          Indemnification.
The Executive shall be indemnified and held harmless pursuant to the terms and conditions set forth in the Indemnity Agreement
substantially in the form attached hereto as Schedule D.


 


Article
Six



confidentiality


 


6.          Confidentially;
Non-Competition; and Non-Solicitation.


 








6.1           Confidentiality.
In consideration of employment by the Company and Executive’s receipt of the salary and other benefits associated with Executive’s
employment, and in acknowledgment that (a) the Company is engaged in the manufacture and distribution of glycol products sold to
automotive and industrial customers, (b) maintains secret and confidential information, (c) during the course of Executive’s
employment by the Company such secret or confidential information may become known to Executive, and (d) full protection of the
Company’s business makes it essential that no employee appropriate for his or her own use, or disclose such secret or confidential
information, Executive agrees that during the time of Executive’s employment and for a period of two (2) years following
the termination of Executive’s employment with the Company, Executive agrees to hold in strict confidence and shall not,
directly or indirectly, disclose or reveal to any person, or use for his own personal benefit or for the benefit of anyone else,
any trade secrets, confidential dealings, or other confidential or proprietary information of any kind, nature, or description
(whether or not acquired, learned, obtained, or developed by Executive alone or in conjunction with others) belonging to or concerning
the Company or any of its subsidiaries, except (i) with the prior written consent of the Company duly authorized by its Board,
(ii) in the course of the proper performance of Executive’s duties hereunder, (iii) for information (x) that becomes generally
available to the public other than as a result of unauthorized disclosure by Executive or his affiliates or (y) that becomes available
to Executive on a non-confidential basis from a source other than the Company or its subsidiaries who is not bound by a duty of
confidentiality, or other contractual, legal, or fiduciary obligation, to the Company, or (iv) as required by applicable law or
legal process.


 




    	 	13	 



     


    

  


6.2           Non-Competition.
During Executive’s employment with the Company and within one (1) year after termination of his employment for any reason,
Executive shall not, in the Restrictive Area (as defined below) be engaged as an officer or executive of, or in any way be associated
in a management or ownership capacity with any corporation, company, partnership or other enterprise or venture which conducts
a business which is in direct competition with the business of the Company; provided, however, that Executive may own not
more than two percent (2%) of the outstanding securities, or equivalent equity interests, of any class of any corporation, company,
partnership, or either enterprise that is in direct competition with the business of the Company, which securities are listed on
a national securities exchange or traded in the over-the-counter market. It is expressly agreed that the remedy at law for breach
of this covenant is inadequate and that injunctive relief shall be available to prevent the breach thereof. For purposes of this
Agreement, “Restrictive Area” shall mean anywhere within the United States.


 


6.3           Non-Solicitation.
Executive also agrees that he will not, directly or indirectly, during the term of his employment or within one (1) year after
termination of his employment for any reason, in any manner, encourage, persuade, or induce any other employee of the Company to
terminate his employment, or any person or entity engaged by the Company to represent it to terminate that relationship without
the express written approval of the Company; provided, however, that in the event an employee with whom the Executive had
a preexisting relationship prior to his employment with the Company individually elects to resign as a consequence of the Executive’s
having left the Company’s employ, this non-solicitation provision in this Section 6.3 shall not prohibit their subsequent
association. It is expressly agreed that the remedy at law for breach of this covenant is inadequate and that injunctive relief
shall be available to prevent the breach thereof.


 


6.4           Return
of Company Property. On the date of Executive’s termination of employment with the Company for any reason (or at any
time prior thereto at the Company’s request), Executive shall return all property belonging to the Company or its affiliates
(including, but not limited to, any Company-provided laptops, computers, cell phones, wireless electronic mail devices or other
equipment, or documents and property belonging to the Company).  Executive may retain the Executive’s rolodex and similar
address books provided that such items only include contact information.


 


6.5           Limitation.
In the event that any of the provisions of Article Six, shall be adjudicated to exceed the time, geographic or other limitations
permitted by applicable law in any jurisdiction, then such provision shall be deemed reformed in any such jurisdiction to the maximum
time, geographic or other limitations permitted by applicable law.


 


6.6           Duration.
The duration of any covenant contained in this Article Six, shall be extended during any period the Executive is in breach
of the applicable covenant.


 




    	 	14	 



     


    

  


6.7           Special
Exception. Notwithstanding anything to the contrary in this Article Six, in the event that the Company, at anytime during
the Employment Term, terminates all business conducted by the Company and discontinues all operations, the restrictions set forth
in Section 6.2 and Section 6.3 hereof shall be immediately terminated and of no further force and effect with respect to Executive’s
participation in any business which is competitive with the business conducted by WEBA.


 


Article
Seven


 


miscellaneous


 


7.          Miscellaneous.


 


7.1           Benefit;
Assignment. This Agreement shall inure to the benefit of and be binding upon each of the Parties, and their respective successors.
This Agreement shall not be assignable by any Party without the prior written consent of the other Party; provided, however, that
the Company shall be permitted to assign this Agreement, and its rights and obligations hereunder to (a) any other corporation,
trade or business in the Company Group including, without limitation, any subsidiary of the Company or (b) any successor, whether
direct or indirect, to all or substantially all the business and/or assets of the Company.


 


7.2           Covenants
of Article Six Are Essential Independent Covenants. The covenants by Executive in Article Six are essential elements of this
Agreement, and without Executive’s agreement to comply with such covenants, the Company would not have entered into this
Agreement or employed Executive. The Company and the Executive have independently consulted with their respective counsel and have
been advised in all respects concerning the reasonableness and propriety of such covenants, with specific regard to the nature
of the business conducted by the Company.


 


Subject to the provisions
of Section 6.7 hereof, if Executive’s employment hereunder expires or is terminated, this Agreement will continue
in full force and effect as is necessary or appropriate to enforce the covenants and agreements of Executive in Article Six.


 


7.3           Governing
Law. This Agreement shall be governed by, and construed in accordance with the laws of the State of West Virginia without resort
to any principle of conflict of laws that would require application of the laws of any other jurisdiction; provided, however, that
any matters relating to the shares of Common Stock or the Company’s indemnification of the Executive, as provided in the
Indemnification Agreement, shall be governed by the corporate laws of the State of Nevada.


 


7.4           Section
409A. Consistent with Section 4.8 hereof, it is the intention of the parties that this Agreement complies with Section
409A and the regulations thereunder, and that the terms and provisions of the Agreement shall be interpreted and implemented accordingly.
Notwithstanding the foregoing, it is expressly agreed to and understood by the Executive that all tax related matters
inclusive of Section 409A are the sole responsibility of the executive and under no circumstances shall the Company
be liable for any tax related matters as a result of this Agreement as it relates to the Executive.


 




    	 	15	 



     


    

  


7.5           Counterparts;
Facsimile Signatures. This Agreement may be executed in counterparts and via facsimile, each of which shall be deemed to constitute
an original, but all of which together shall constitute one and the same Agreement. Each such counterpart shall become effective
when one counterpart has been signed by each Party thereto. This Agreement may be executed by facsimile
or electronic PDF signature and a facsimile or electronic PDF signature shall constitute an original for all purposes.


 


7.6           Headings.
The headings of the various articles and sections of this Agreement are for convenience of reference only and shall not be deemed
a part of this Agreement or considered in construing the provisions thereof.


 


7.7           Severability.
Any term or provision of this Agreement that shall be prohibited or declared invalid or unenforceable in any jurisdiction shall,
as to such jurisdiction, be ineffective only to the extent of such prohibition or declaration, without invalidating the remaining
terms and provisions hereof or affecting the validity or enforceability of such provision in any other jurisdiction, and if any
term or provision of this Agreement is held by any court of competent jurisdiction to be void, voidable, invalid or unenforceable
in any given circumstance or situation, then all other terms and provisions hereof, being severable, shall remain in full force
and effect in such circumstance or situation, and such term or provision shall remain valid and in effect in any other circumstances
or situation.


 


7.8           Construction.
Use of the masculine pronoun herein shall be deemed to refer to the feminine and neuter genders and the use of singular references
shall be deemed to include the plural and vice versa, as appropriate. No inference in favor of or against any Party shall be drawn
from the fact that such Party or such Party’s counsel has drafted any portion of this Agreement.


 


7.9           Equitable
Remedies. The Parties hereto agree that, in the event of a breach of this Agreement by either Party of any of the provisions
set forth in Article Six or Section 7.1 above, the other Party, if not then in breach of this Agreement, may be without
an adequate remedy at law owing to the unique nature of the contemplated relationship. In recognition thereof, in addition to (and
not in lieu of) any remedies at law that may be available to the non-breaching Party, the non-breaching Party shall be entitled
to obtain equitable relief, including the remedies of specific performance and injunction, in the event of a breach of any of such
provisions, by the Party in breach, and no attempt on the part of the non-breaching Party to obtain such equitable relief shall
be deemed to constitute an election of remedies by the non-breaching Party that would preclude the non-breaching Party from obtaining
any remedies at law to which it would otherwise be entitled.


 


7.10         No
Waiver. No failure, delay or omission of or by any Party in exercising any right, power or remedy upon any breach or default
of any other Party, or otherwise, shall impair any such rights, powers or remedies of the Party not in breach or default, nor shall
it be construed to be a waiver of any such right, power or remedy, or an acquiescence in any similar breach or default; nor shall
any waiver of any single breach or default be deemed a waiver of any other breach or default theretofore or thereafter occurring.
Any waiver, permit, consent or approval of any kind or character on the part of any Party of any provisions of this Agreement must
be in writing and be executed by the Parties and shall be effective only to the extent specifically set forth in such writing.


 




    	 	16	 



     


    

  


7.11         Remedies
Cumulative. All remedies provided in this Agreement, by law or otherwise, shall be cumulative and not alternative.


 


7.12         Amendment.
This Agreement may be amended only by a writing signed by all of the Parties hereto.


 


7.13         Entire
Contract. This Agreement and the documents and instruments referred to herein constitute the entire contract between the parties
to this Agreement and supersede all other understandings, written or oral, with respect to the subject matter of this Agreement.


 


7.14         Survival.
This Agreement shall constitute a binding obligation of the Company and any successor thereto. Notwithstanding any other provision
in this Agreement, the obligations under Article Five and Article Six shall survive termination of this Agreement.


 


7.15         Savings
Clause. Notwithstanding any other provision of this Agreement, if the indemnification provisions in Exhibit A hereto
or any portion thereof shall be invalidated on any ground by any court of competent jurisdiction, then the Company shall nevertheless
indemnify Executive as to Expenses (as that term is defined in the Indemnification Agreement attached hereto as Exhibit A),
judgments, fines, penalties and amounts paid in settlement with respect to any Proceeding (as that term is defined in the Indemnification
Agreement attached hereto as Exhibit A) to the full extent permitted by any applicable portion of this Agreement that shall
not have been invalidated and to the fullest extent permitted by applicable law.


 


7.16         Modifications
and Waivers. Notwithstanding any other provision of this Agreement, the indemnification provisions contained in the Indemnification
Agreement in Exhibit A hereto may be amended from time to time to reflect changes in Nevada law or for other reasons; provided,
that no other modifications shall be made that are not identical or substantially similar to those modifications that are made
to all then-current directors and officers.


 


7.17         Notices.
All notices, requests, demands and other communications hereunder shall be in writing and shall be deemed to have been given (i)
when delivered by hand or (ii) if mailed by certified or registered mail with postage prepaid, on the third day after the date
on which it is so mailed:


 


(a)          if
to Executive:


 


Richard Geib


[See Recent Address on File with Company]




    	 	17	 



     


    

  


(b)          if
to the Company:


 


GlyEco, Inc.


Attn: Chairman, Compensation Committee


230 Gill Way


Rock Hill, South Carolina 29730


 


or to such other address
as may have been furnished to Executive by the Company or to the Company by Executive, as the case may be.


 


7.18         No
Limitation. Notwithstanding any other provision of this Agreement, for avoidance of doubt, the parties confirm that the foregoing
does not apply to or limit Executive’s rights under Nevada law or the Company’s Corporate Documents.


 


7.19         
Attorneys’ Fees. In the event of any litigation arising out of the this Agreement and Executive’s employment
with the Company, the prevailing party in any such action shall be entitled to recover its or his reasonable attorneys’ fees
and costs from the other party.


 


7.20         Attorney-Client
Privilege. Executive owns and retains the attorney-client privilege in the communications between or among him, WEBA and/or
RS&T and their counsel regarding this Agreement.  The Company disclaims ownership of or any interest in such communications
and will not attempt to gain access to such communications.  If the Company discovers any such communications, it shall notify
Executive in writing within one (1) business day of such discovery, and shall follow Executive’s instruction to return or
destroy such communications and shall confirm in writing the disposition of such communications within two (2) business days of
Executive’s instruction.


 


 


 


[Signatures Follow On Next Page]


 




    	 	18	 



     


    

 


IN WITNESS WHEREOF,
the parties have set their hands and seals hereunto on the date first above written.


 


	GLYECO, INC.	 	EXECUTIVE
	 	 	 	 
	By:	 	 	 
	Name:	Ian Rhodes	 	Name:Richard Geib
	Title: 	Chief Executive Officer 	 	 


 




    	 	19	 



     


    

 


Schedule A


 


Outside Activities/Investments


Richard Geib


 


Company or Project Name:  Additive Technologies, LLC

Nature of Business: Soap and cleaning products

Date Commenced Involvement: November, 2002

Position: Consultant

Compensation: Zero -0-

Annual Time Commitment: 120 hours PER YEAR


 


Dated: December 28, 2016


 


	Initials:	Executive: _____	Company: ______


 




      


     


    

 


Schedule B


 


The Company advises the Executive that
as of December 28, 2016, there are no covenants of any debt that would prohibit the payment of the Annual Incentive. The Company
also advises the Executive that it is current negotiating with several lenders for potential lines of credit, which may, in definitive
agreements provide for restrictive operating or financial covenants; which, if applicable, will be memorialized on this Schedule
3.2 as provided in the Agreement.


 




      


     


    

 


Schedule C


 


Form of Separation Agreement and General
Release


 


See Attached




      


     


    

 


Schedule D


 


Form of Indemnification Agreement


 


See Attached