ex10-1.htm


    
      Exhibit 10.1

       

       

      July 29, 2009

      Mr. Chris
Stratton

      2023 Walnut Green
Drive

      Houston, TX
77062

       

      Dear
Chris:

      It gives us great
pleasure to offer you the position of Chief Financial Officer of Vertex Energy,
Inc. (the “Company”), reporting to the Chief Executive Officer.  This
letter agreement (the “Agreement”) sets forth the basic terms and conditions of
your new position.  Your effective date of hire by the Company is August
24, 2009.  By signing this Agreement, you will be agreeing to these
terms.  It is important that you understand clearly both what your benefits
are and the obligations you have to the Company.

      1.        
Compensation .  You
will be compensated at the annual rate of $204,000, payable every two weeks, in
arrears.  You will be reimbursed for all of your business expenses in
accordance with the Company’s standard practices. Subject to Board approval and
your execution of the Company’s standard option agreement, you will be granted
non-qualified stock options to acquire 100,000 shares of the Company’s common
stock at an exercise price of $0.45 per share, and subject to the Company’s
standard vesting and expiration schedule and such other terms and conditions as
set forth per the Company’s stock option plan.  This position is eligible
for future senior management cash and stock bonuses, as may be developed and
approved by the Compensation Committee of the
Board.

       

      2.        
Duties .  You
have been appointed by the Company to serve as its Chief Financial
Officer.  Your duties, responsibilities and authority include such duties
as are appropriate to such position of the senior management team and as are
from time to time assigned to you by the Chief Executive Officer. 
Throughout the term of your employment, you will devote your full business time
and energies to the business and affairs of the Company subject to the overall
supervision and direction of the Chief Executive Officer and the Company’s Board
of Directors.

       

                 
As an
exempt employee, you are required to exercise your specialized expertise,
independent judgment and discretion to provide high quality services.  You
are required to follow written office policies and procedures adopted from time
to time by the Company.  The Company reserves the right to change these
written policies and procedures at any time. While at work, you are required to
devote your full energies, efforts and abilities to your employment, unless the
Company expressly agrees otherwise.

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      3.        
Proprietary Information Agreement .  You
will be required to sign the Company's standard Proprietary Information and
Inventions Agreement, which when signed will be incorporated into this Agreement
by reference.  You are required to immediately notify the Company’s Chief
Executive Officer regarding any product, improvement or process which you shall
discover, make, invent, conceive, develop or design, solely or jointly with
others, relating to any product, equipment or process which is applicable to the
subject matter of the Company's business, or which may be directly or indirectly
utilized in connection therewith, irrespective of whether or not said product,
improvement or process was discovered, made, invented, conceived, developed or
designed on your time or at the expense of the
Company.

       

      4.        
Employee Benefits .  You
will be eligible for paid vacation, holidays, health benefits and other employee
benefits, in accordance with the Company's employee policies as developed,
adopted and modified from time to time. 

       

      5.        
At-Will Employment .  Notwithstanding
any provision in this Agreement to the contrary, your employment with the
Company is at the Company’s sole discretion (in legal terms, this means that
your employment is “at-will”).  In other words, either you or the Company
can terminate your employment at any time for any reason, with or without cause
and with or without notice, and without thereby incurring any liability under
this Agreement or otherwise.  The fact that your salary is based upon an
annual rate should in no way be interpreted to mean that you are entitled to
receive your salary for an entire yearly period in the event you are terminated
prior to the end of such period (you shall only be entitled to be paid for the
days you actually worked in such monthly period prior to your termination) with
the exception that a termination of your employment by the Company without cause
prior to April 1, 2010 will entitle you to a one-time payment of $30,000,
provided that the Company will not be responsible for the payment of any other
unearned compensation through the date of termination, and that you will be
required to execute a standard release of the Company prior to the Company
paying such one-time payment.  Your at-will term of employment is not
subject to change or modification of any kind except if in writing and signed by
you and the Chief Executive Officer of the
Company.

       

      6.        
Arbitration .  You
and the Company agree that any dispute arising under or in connection with this
Agreement, including any dispute involving your employment or the termination of
that employment and any claim the Company may assert against you (whether based
on contract, tort or statutory duty or prohibition, including any prohibition
against discrimination or harassment or misuse of company property or trade
secrets), shall be submitted to binding arbitration.  You and the Company
understand that each is waiving its rights to a jury
trial.

      
        
          
          

        

        
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      The party demanding
arbitration shall submit a written claim to the other party setting out the
basis of the claim.  Demands shall be presented in the same manner as
notices under this Agreement.  You and the Company will attempt to reach
agreement on an arbitrator within ten (10) business days of delivery of the
arbitration demand.  After this ten (10) business day period, either you or
the Company may request a list of seven professional arbitrators from the
American Arbitration Association or another mutually agreed service.  You
and the Company will alternately strike names until only one person remains and
that person shall be designated as the arbitrator. The party demanding
arbitration shall make the first strike.

      The arbitration shall take
place in Houston, Texas, at a time and place determined by the arbitrator. 
Each party shall be entitled to discovery of essential documents and witnesses
and to deposition discovery, as determined by the arbitrator, taking into
account the mutual desire to have a fast, cost-effective, dispute-resolution
mechanism.  You and the Company will attempt to cooperate in the discovery
process before seeking the determination of the arbitrator.  Except as
otherwise determined by the arbitrator, you and the Company will each be limited
to no more than three (3) depositions. 

      The arbitrator will
have the authority to entertain a motion to dismiss and/or a motion for summary
judgment by either you or the Company and shall apply the standards governing
such motions under Texas law, unless the standards of another judicial forum
supercede Texas law.  The Arbitrator shall render, within sixty (60) days
of the completion of the arbitration, an award and a written, reasoned opinion
in support of that award.  Judgment on the award may be entered in any
court having jurisdiction.

      The Company will
pay the arbitrator's expenses and fees, all meeting room charges and any other
expenses that would not have been incurred if the case were litigated in the
judicial forum having jurisdiction over it.  Unless otherwise ordered by
the arbitrator pursuant to law or this Agreement, each party shall pay its own
attorney fees, witness fees and other expenses incurred by the party for his or
its own benefit.  Your share of any filing, administration or similar fee
shall be no more than the then current filing or other applicable fee in Texas
Superior Court or, if applicable, other appropriate tribunal with
jurisdiction.

      7.        
Withholding .  Anything
to the contrary notwithstanding, all payments made by the Company hereunder to
you or your estate or beneficiaries will be subject to tax withholding pursuant
to any applicable laws or regulations.  In lieu of withholding, the Company
may, in its sole discretion, accept other provision for payment of taxes as
required by law, provided it is satisfied that all requirements of law affecting
its responsibilities to withhold such taxes have been
satisfied.

       

      8.        
Integrated Agreement .  Please
note that this Agreement supersedes any prior agreements, representations or
promises of any kind, whether written, oral, express or implied between you and
the Company with respect to the subject matters herein.  This Agreement
constitutes the full, complete and exclusive agreement between you and the
Company with respect to the subject matters in this
Agreement.

       

      9.        
Miscellaneous .  No
provision of this Agreement may be amended or waived unless such amendment or
waiver is agreed to by you and the Chief Executive Officer in writing.  No
waiver by you or by the Company of the breach of any condition or provision of
this Agreement will be deemed a waiver of a similar or dissimilar provision or
condition at the same or any prior or subsequent time.  In the event any
portion of this Agreement is determined to be invalid or unenforceable for any
reason, the remaining portions shall be unaffected thereby and will remain in
full force and effect to the fullest extent permitted by law.  All matters
relating to the interpretation or enforcement of this Agreement shall be
governed by Texas law, without regard to its choice of law
provisions.

      
        
          
          

        

        
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      We
would appreciate it if you would indicate your acceptance of this offer by
signing below and returning a copy to us.  A copy is provided for your
records.  

      If there are any
questions related to this Agreement, please do not hesitate to speak to
me.

      	
               

               

            	
              Sincerely,

            
	
               

               

            	
              /s/
      Benjamin Cowart

              
                Chief
      Executive Officer

              

            


       

       

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      I agree to the
terms of at-will employment set forth in this Agreement.

       

      	
              /s/
      Christopher Stratton

              Signature

            	
              Date:
      07/30/2009

            
	
               

              Christopher
      Stratton

              Legal Name
      (Print)

               

            	
               

               

            


      
        
          
          

        

        
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