ex10-1.htm


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    EXHIBIT
10.1

    


    CHANGE
IN CONTROL/SEVERANCE AGREEMENT

    


    


    


    THIS
AGREEMENT, dated July 25, 2008, is made by and between Adams Resources &
Energy, Inc., a Delaware corporation (the “Company”), and Richard B. Abshire
(the “Key Employee”).

     

    WHEREAS,
the Key Employee currently is employed by the Company or one of its
subsidiaries;

     

    WHEREAS,
the Board recognizes that, as is the case with many publicly-held corporations,
the possibility of a Change in Control exists and that such possibility, and the
uncertainty and questions which it may raise among management, may result in the
departure or distraction of management personnel to the detriment of the Company
and its stockholders; and

     

    WHEREAS,
the Board has determined that appropriate steps should be taken to ensure that
the Key Employee receive the protections afforded under this Agreement for the
one-year period beginning on the date of a Change in Control to reinforce and
encourage the continued attention and dedication of members of the Company’s
management, including the Key Employee, to their assigned duties without
distraction in the face of potentially disturbing circumstances;

     

    NOW,
THEREFORE, in consideration of the premises and the mutual covenants herein
contained, the Company and the Key Employee hereby agree as
follows:

    


    
      	
               
      

            	
              1.

            	
              Defined
      Terms.  The definitions of capitalized terms used in this
      Agreement are provided in the last Section
  hereof.

            


    

    


    
      	
               
      

            	
              2.    
      Term of Agreement.  The Term of this Agreement shall
      commence on July 25, 2008 (the “Effective Date”) and shall continue in
      effect through the first anniversary following a Change in
      Control.  In the event a Change in Control has not occurred on
      or before July 25, 2012, this Agreement shall immediately terminate and be
      of no further force and effect.

            


    

    


    
      	
               
      

            	
              3.    
      Company’s Covenants Summarized.  In order to induce the
      Key Employee to remain in the employ of the Company, the Company agrees,
      under the conditions described herein, to pay the Key Employee the
      Severance Payment described herein.  No Severance Payment shall
      be payable under this Agreement unless there shall have been a termination
      of the Key Employee’s employment by the Company without Cause or by the
      Key Employee with Good Reason following and within twelve (12) months
      after a Change in Control.  This Agreement shall not be
      construed as creating an express or implied contract of employment and,
      except as otherwise agreed in writing between the Key Employee and the
      Company, the Key Employee shall not have any right to be retained in the
      employ of the Company.

            


    


    
      
         


      

      
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              4.  Severance
      Payment.

            


    

    


    
      	
               
      

            	
              4.1   If
      the Key Employee’s employment is terminated following a Change in Control
      and within twelve (12) months after a Change in Control (provided that
      such termination of employment constitutes a “separation from service”
      within the meaning of Section 409A of the Code), in either event other
      than (A) by the Company for Cause, (B) by reason of death or Disability,
      or (C) by the Key Employee without Good Reason, then the Company shall pay
      the Key Employee the amount described in this Section 4.1 (“Severance
      Payment”).

            


    

    


    
      	
               
      

            	
                 In
      lieu of any further salary payments to the Key Employee for periods
      subsequent to the Date of Termination, the Company shall pay to the Key
      Employee a lump sum severance payment, in cash, equal to two (2) times the
      Key Employee’s highest Base Salary (i.e., a Key Employee’s
      annualized regular earnings excluding any bonus) as in effect during the
      three-year period ending the last day of the month immediately prior to
      the month in which the Date of Termination
  occurs.

            


    

     

    
      	
               
      

            	
              4.2   The
      payment provided in Section 4.1 hereof shall be made as soon as
      practicable (but in any event not later than the 30th day) following the
      Date of Termination; provided that, to the extent required to satisfy the
      provisions of Section 409A(a)(2)(B)(i) of the Code, such payments shall be
      made not earlier than but as soon as practicable on or in any event within
      thirty (30) days after (with interest at the six-month certificate of
      deposit rate published in The Wall Street Journal
      on the Date of Termination (or if not published on that date, on the next
      following date when published) the date that is six (6) months after the
      Date of Termination (the “409A Payment
Date”)).

            


    

    


    5.  Termination
Procedures and Compensation During Dispute.

    


    
      	
               
      

            	
              5.1    Notice
      of Termination.  After a Change in Control, any purported
      termination of the Key Employee’s employment shall be communicated by
      written Notice of Termination from one party hereto to the other party
      hereto in accordance with Section 7 hereof.  For purposes
      of this Agreement, a “Notice of Termination” shall mean a notice which
      shall indicate the specific termination provision in this Agreement relied
      upon and shall set forth in reasonable detail the facts and circumstances
      claimed to provide a basis for termination of the Key Employee’s
      employment under the provision so indicated.  For purposes of
      this Agreement, any purported termination of the Key Employee’s employment
      after a Change in Control shall be presumed to be other than for Cause
      unless the Notice of Termination includes a copy of a resolution duly
      adopted by the affirmative vote of not less a majority of the entire
      membership of the Board at a meeting of the Board which was called and
      held for the purpose of considering such termination (after reasonable
      notice to the Key Employee and an opportunity for the Key Employee,
      together with the Key Employee’s counsel, to be heard before the Board)
      finding that, in the good faith opinion of the Board, the Key Employee was
      guilty of conduct set forth in clause (i) or (ii) of the definition of
      Cause herein, and specifying the particulars thereof in
      detail.

            


    


    
      
         


      

      
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              5.2  Date of
      Termination.  “Date of Termination,” with respect to any
      purported termination of the Key Employee’s employment after a Change in
      Control, shall mean the date specified in the Notice of Termination
      (which, in the case of a termination by the Company, shall not be less
      than thirty (30) days (except in the case of a termination for Cause) and,
      in the case of a termination by the Key Employee, shall not be less than
      fifteen (15) days nor more than sixty (60) days, respectively, from the
      date such Notice of Termination is given, provided that, in the case of a
      termination by the Key Employee, the Company may require a Date of
      Termination earlier than that specified in the Notice of Termination upon
      payment to the Key Employee of the full amount of base salary that would
      have been paid to the Key Employee had the Key Employee continued
      employment between the actual Date of Termination and the Date of
      Termination specified in the Notice of
  Termination).

            


    

    


    
      	
               
      

            	
              5.3   Dispute
      Concerning Termination.  If within fifteen (15) days
      after any Notice of Termination is given, or, if later, prior to the Date
      of Termination (as determined without regard to this Section 5.3), the
      party receiving such Notice of Termination notifies the other party that a
      dispute exists concerning the termination, the Date of Termination shall
      be extended until the earlier of (i) the date on which the Term ends or
      (ii) the date on which the dispute is finally resolved, either by mutual
      written agreement of the parties or by a final judgment, order or decree
      of an arbitrator or a court of competent jurisdiction (which is not
      appealable or with respect to which the time for appeal therefrom has
      expired and no appeal has been perfected); provided, however, that the
      Date of Termination shall be extended by a notice of dispute given by the
      Key Employee only if such notice is given in good faith and the Key
      Employee pursues the resolution of such dispute with reasonable
      diligence.

            


    

    


    
      	
               
      

            	
              5.4  Compensation
      During Dispute.  If a purported termination occurs
      following a Change in Control and the Date of Termination is extended in
      accordance with Section 5.3 hereof, the Company shall continue to pay the
      Key Employee the full compensation in effect when the notice giving rise
      to the dispute was given (including, but not limited to, salary) and
      continue the Key Employee as a participant in all compensation, benefit
      and insurance plans in which the Key Employee was participating when the
      notice giving rise to the dispute was given, until the Date of
      Termination, as determined in accordance with Section 5.3
      hereof.  Amounts paid under this Section 5.4 are in addition to
      all other amounts due under this Agreement and shall not be offset against
      or reduce any other amounts due under this
  Agreement.

            


    

    


    6.   Successors;
Binding Agreement.

    


    
      	
               
      

            	
              6.1  The
      Company will require any successor (whether direct or indirect, by
      purchase, merger, consolidation or otherwise) to all or substantially all
      of the business and/or assets of the Company to be obligated to perform
      this Agreement (whether by reason of express assumption by the successor
      or by operation of law) in the same manner and to the same extent that the
      Company would be required to perform it if no such succession had taken
      place.

            


    

    


    


    
      	
               
      

            	
              6.2  This
      Agreement shall inure to the benefit of and be enforceable by the Key
      Employee’s personal or legal representatives, executors, administrators,
      successors, heirs, distributees, devisees and legatees.  If the
      Key Employee shall die while any amount would still be payable to the Key
      Employee hereunder if the Key Employee had continued to live, all such
      amounts, unless otherwise provided herein, shall be paid in accordance
      with the terms of this Agreement to the executors, personal
      representatives or administrators of the Key Employee s
      estate.

            


    

    


    
      	
               
      

            	
              7.  Notices.  For
      the purpose of this Agreement, notices and all other communications
      provided for in the Agreement shall be in writing and shall be deemed to
      have been duly given when delivered or mailed by United States registered
      mail, return receipt requested, postage prepaid, addressed, if to the Key
      Employee, to the address of the Key Employee as maintained from time to
      time on the payroll system of the Company and, if to the Company, to the
      address set forth below, or to such other address as either party may have
      furnished to the other in writing in accordance herewith, except that
      notice of change of address shall be effective only upon actual
      receipt:

            


    

    


    To
the Company:

    4400 Post
Oak Parkway, Suite 2700

    Houston,
TX 77027

    Attention:  General
Counsel

     

    
      	
               
      

            	
              8.  Miscellaneous.  No
      provision of this Agreement may be modified, waived or discharged unless
      such waiver, modification or discharge is agreed to in writing and signed
      by the Key Employee and such officer as may be specifically designated by
      the Board.  No waiver by either party hereto at any time of any
      breach by the other party hereto of, or of any lack of compliance with,
      any condition or provision of this Agreement to be performed by such other
      party shall be deemed a waiver of similar or dissimilar provisions or
      conditions at the same or at any prior or subsequent time.  This
      Agreement supersedes any other agreements or representations, oral or
      otherwise, express or implied, with respect to the subject matter hereof
      which have been made by the Key Employee or the Company.  The
      validity, interpretation, construction and performance of this Agreement
      shall be governed by the laws of the State of Texas without regard to its
      principles of conflicts of law.  All references to sections of
      the Code shall be deemed also to refer to any successor provisions to such
      sections.  Any payments provided for hereunder shall be paid net
      of any applicable withholding required under federal, state or local law
      and any additional withholding to which the Key Employee has
      agreed.

            


    

     

    


    
      	
               
      

            	
              9.  Validity.  The
      invalidity or unenforceability of any provision of this Agreement shall
      not affect the validity or enforceability of any other provision of this
      Agreement, which shall remain in full force and
  effect.

            


    

    


    
      	
               
      

            	
              10.
      Counterparts.  This Agreement may be executed in several
      counterparts, each of which shall be deemed to be an original but all of
      which together will constitute one and the same
  instrument.

            


    


    
      
         


      

      
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              11. Settlement of
      Disputes.  All claims by the Key Employee for benefits
      under this Agreement shall be directed to and determined by the Board and
      shall be in writing.  Any denial by the Board of a claim for
      benefits under this Agreement shall be delivered to the Key Employee in
      writing and shall set forth the specific reasons for the denial and the
      specific provisions of this Agreement relied upon.  The Board
      shall afford a reasonable opportunity to the Key Employee for a review of
      the decision denying a claim and shall further allow the Key Employee to
      appeal to the Board a decision of the Board within sixty (60) days after
      notification by the Board that the Key Employee’s claim has been
      denied.  The Board shall render its final decision within
      fifteen (15) days from the date on which the Key Employee files an appeal
      with the Board.

            


    

    


    
      	
               
      

            	
              12.
      Definitions.  For purposes of this Agreement, the
      following terms shall have the meanings indicated
  below:

            


    

    


     
(A)  “Base Salary” shall have the meaning set forth in
Section 4.1 hereof.

    


     
(B)  “Board” shall mean the Board of Directors of the
Company.

    


    
      	
               
      

            	
              (C)  “Cause”
      for termination by the Company of the Key Employee’s employment shall mean
      (i) the willful and continued failure by the Key Employee to substantially
      perform the Key Employee’s duties with the Company (other than any such
      failure resulting from the Key Employee’s incapacity due to physical or
      mental illness or any such actual or anticipated failure after the
      issuance of a Notice of Termination for Good Reason by the Key Employee
      pursuant to Section 5.1 hereof) after a written demand for
      substantial performance is delivered to the Key Employee by the Board,
      which demand specifically identifies the manner in which the Board
      believes that the Key Employee has not substantially performed the Key
      Employee’s duties, or (ii) the willful engaging by the Key Employee in
      conduct which is demonstrably and materially injurious to the Company,
      monetarily or otherwise.  For purposes of clauses (i) and (ii)
      of this definition, (x) no act, or failure to act, on the Key Employee’s
      part shall be deemed “willful” unless done, or omitted to be done, by the
      Key Employee not in good faith and without reasonable belief that the Key
      Employee’s act, or failure to act, was in the best interest of the Company
      and (y) in the event of a dispute concerning the application of this
      provision, no claim by the Company that Cause exists shall be given effect
      unless the Company establishes to the Board by clear and convincing
      evidence that Cause exists.

            


    

    


    
      	
               
      

            	
              (D)  “Change
      in Control” shall be deemed to have occurred if the common stock, $.10 par
      value, of the Company owned by KSA Industries, Inc., K.S. Adams, Jr.,
      Nancy N. Adams, and their children and grandchildren is less in the
      aggregate than twenty percent (20%) of the then-total issued and
      outstanding common stock of the
Company.

            


    

    


    
      	
               
      

            	
              (E)  “Code”
      shall mean the Internal Revenue Code of 1986, as amended from time to
      time.

            


    

    


    
      	
               
      

            	
              (F)  “Company”
      shall mean Adams Resources & Energy, Inc. and shall include any
      successor to its business and/or assets which assumes and agrees to
      perform this Agreement by operation of law, or
  otherwise.

            


    

    


    
      	
               
      

            	
              (G)  “Date
      of Termination” shall have the meaning set forth in Section 5.2
      hereof.

            


    

    


     (H)  “Effective
Date” shall have the meaning set forth in Section 2 hereof.

    


    
      	
               
      

            	
              (I)  “Good
      Reason” for termination by the Key Employee of the Key Employee’s
      employment shall mean the occurrence (without the Key Employee’s express
      written consent), after any Change in Control, of any one of the following
      acts by the Company or subsidiary (if applicable), or failures by the
      Company or subsidiary (if applicable) to act, unless such act or failure
      to act is corrected prior to the Date of Termination specified in the
      Notice of Termination given in respect
thereof:

            


    

    


    
      	
               
      

            	
              I

            	
              a
      material reduction in the Key Employee’s authority, duties or
      responsibilities, which for purposes of this Agreement shall include only
      the assignment to the Key Employee of any duties substantially
      inconsistent with the Key Employee’s status as a senior Key Employee
      officer of the Company or subsidiary (if applicable) or a material adverse
      alteration in the nature or status of the Key Employee’s responsibilities
      from those in effect immediately prior to the Change in
      Control;

            


    

    


    
      	
               
      

            	
              II

            	
              a
      material diminution in base salary as in effect immediately prior to the
      Change in Control; or

            


    

    


    
      	
               
      

            	
              III

            	
              a
      material change in the geographic location at which the Key Employee must
      perform services, which for purposes of this Agreement shall include only
      the relocation of the Key Employee’s principal place of employment to a
      location more than fifty (50) miles distant from the Company’s
      headquarters immediately prior to the Change in Control or the Company’s
      requiring the Key Employee to be based anywhere other than such principal
      place of employment (or permitted relocation thereof) except for
      reasonably required travel on the Company’s business.  The Key
      Employee’s continued employment shall not constitute consent to, or a
      waiver of rights with respect to, any act or failure to act constituting
      Good Reason hereunder, provided that the Key Employee may not assert Good
      Reason in respect of any act or failure to act otherwise constituting Good
      Reason hereunder unless asserted in a Notice of Termination given in
      respect thereof within ninety (90) days following the date of the first
      occurrence of such act or failure to
act.

            


    

    


    
      	
               
      

            	
              (J)   “Key
      Employee” shall mean the individual named in the first paragraph of this
      Agreement.

            


    

    


      (K)  “Notice
of Termination” shall have the meaning set forth in Section 5.1
hereof.

    


     
(L)  “Separation” shall have the meaning set forth in the recitals
hereof.

    


     
(M) “Severance Payment” shall have the meaning set forth in Section 4.1
hereof.


    
      
         


      

      
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    IN
WITNESS WHEREOF, the parties have duly executed this Agreement to be effective
as of the Effective Date.

     

    ADAMS
RESOURCES & ENERGY, INC.

    


    


    By:           /s/F. T.
Webster

    Name:      F. T.
Webster

    Title:        President &
C.O.O.

    


    


    KEY
EMPLOYEE

    


    s/sRichard B.
Abshire

    RICHARD
B. ABSHIRE

    


    


    


    


    



    
      
         


      

      
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