8-K

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):  December 6, 2011

		ADAMS RESOURCES & ENERGY, INC.
(Exact name of registrant as specified in its charter)
			Delaware		1-7908	74-1753147
			(State or other jurisdiction of incorporation)		(Commission file number)	(IRS employer identification no.)
			4400 Post Oak Pkwy, Suite 2700, Houston, Texas				77027
			(Address of principal executive offices)			(Zip code)
				(713) 881-3600
	(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

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

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

[  ] Pre-commencement communications pursuant to Rule 14d-2 (b) under the Exchange Act

(17 CFR 240.14d-2(b))

[  ] Pre-commencement communications pursuant to Rule 13e-4 (c) under the Exchange Act

(17 CFR 240.13e-4c))

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

On December 6, 2011, the Board of Directors (the “Board”) of Adams Resources & Energy, Inc. (the “Company”) approved that certain Ninth Amendment to Employment Agreement by and between the Company and Frank T. Webster, dated effective December 6, 2011 (the “Ninth Amendment”).  The Ninth Amendment extends Mr. Webster’s employment date through May 13, 2015 and sets his annual salary at $396,000.  The foregoing description is qualified in its entirety by reference to the full text of the Ninth Amendment, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

The Board of the Company also approved that certain First Amendment to Change in Control/Severance Agreement by and between the Company and Richard B. Abshire (the “Abshire Amendment”) and that certain First Amendment to Change in Control/Severance Agreement by and between the Company and Sharon Davis (the “Davis Amendment” and, together with the Abshire Amendment, the “Change in Control Amendments”) each dated effective December 6, 2011.  The Abshire Amendment and the Davis Amendment extend the termination date of their respective underlying Change in Control/Severance Agreement to July 24, 2014 and September 19, 2014, respectively.  The foregoing description is qualified in its entirety by reference to the full text of the Abshire Amendment and the Davis Amendment, which are filed as Exhibits 10.2 and 10.3, respectively, to this Current Report on Form 8-K and incorporated herein by reference.

The Board of the Company also approved the Non-Employee Director Change in Control Agreement for each of Messers. E. C. Reinauer, Jr., Townes G. Pressler and Larry E. Bell made effective as of December 6, 2011 (collectively, the “Non-Director Change in Control Agreements”).  The Non-Director Change in Control Agreements provide that in the event of a Change in Control of the Company (as defined therein) Messrs. Reinauer, Pressler and Bell will be entitled to receive a lump sum cash payment of two (2) times such non-employee director’s annual director compensation fee.  The Non-Director Change in Control Agreements terminate on December 5, 2014, subject to earlier termination in accordance with the provisions set forth therein.  The foregoing description is qualified in its entirety by reference to the full text of the Non-Director Change in Control Agreements with each of Messers. Reinauer, Pressler and Bell, which are filed as Exhibits 10.4, 10.5 and 10.6, respectively, to this Current Report on Form 8-K and incorporated herein by reference.

SIGNATURE

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

 ADAMS RESOURCES & ENERGY, INC.

Date:  December 7, 2011 By: /s/ Richard B. Abshire

Richard B. Abshire

Chief Financial Officer

EXHIBIT INDEX

Exhibit
Number	Description
10.1	Ninth Amendment to Employment Agreement by and between Adams Resources & Energy, Inc. and Frank T. Webster, dated effective December 6, 2011
10.2	First Amendment to Change in Control/Severance Agreement by and between Adams Resources & Energy, Inc. and Richard B. Abshire, dated effective December 6, 2011
10.3	First Amendment to Change in Control/Severance Agreement by and between Adams Resources & Energy, Inc. and Sharon Davis, dated effective December 6, 2011
10.4	Non-Employee Director Change in Control Agreement by and between Adams Resources & Energy, Inc. and E. C. Reinauer, Jr., dated effective December 6, 2011
10.5	Non-Employee Director Change in Control Agreement by and between Adams Resources & Energy, Inc. and Townes G. Pressler, dated effective December 6, 2011

10.6  Non-Employee Director Change in Control Agreement by and between Adams Resources & Energy, Inc. and Larry E. Bell, dated effective December 6, 2011

EX-10.1

Exhibit 10.1

NINTH AMENDMENT TO EMPLOYMENT AGREEMENT

This Ninth Amendment to the Employment Agreement (this “Amendment”) dated as of December 6, 2011, is entered into by and between Adams Resources & Energy, Inc. (“ARE”) and Frank T. “Chip” Webster (“Webster”).

WHEREAS, Webster and ARE entered into that certain Employment Agreement effective May 12, 2004 (as amended on May 18, 2005, May 19, 2006, March 1, 2007, December 17, 2007, September 20, 2008, December 23, 208, December 8, 2009, and December 6, 2010, collectively, the “Employment Agreement”); and

WHEREAS, the Employment Agreement is now in full force and effect and ARE and Webster mutually desire to hereby modify and amend the Employment Agreement to the extent and in the manner hereinafter specified.

NOW, THEREFORE, in consideration of the premises and mutual promises contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, ARE and Webster do hereby mutually agree as follows:

Section 1.                      Amendment to Section 1.(a) of the Employment Agreement be and the same is hereby amended to hereafter be and read as follows:

1. (a)           ARE hereby employs Webster as its President and Chief Operating Officer and Webster hereby accepts such employment for the time period beginning May 14, 2004, and ending May 13, 2015, subject to earlier termination as hereinafter set forth (the "Term"). Anything herein contained to the contrary notwithstanding, ARE shall have the unilateral right to terminate Webster's employment at any time during the Term with or without cause.

Section 2.                      Amendment to Section 5.(a) of the Employment Agreement.  Section 5. (a) of the Employment Agreement be and the same hereby is amended to hereafter to be and read as follows:

5. (a)  Webster shall be paid the following salaries during the term, less applicable and lawful withholdings and deductions:

$350,000.00                                            May 14, 2004 – May 13, 2005

$367,000.00                                            May 14, 2005 – May 13, 2006

$385,000.00                                            May 14, 2006 – May 13, 2011

$244,711.00                                            May 14, 2011 – December 31, 2011

$145,184.98                                            January 1, 2012 – May 13, 2012

$396,550.00                                            May 14, 2012 – May 13, 2015

The salary shall be paid in equal periodic installments in accordance with ARE’s customary payroll procedures.  Webster acknowledges and agrees to the deduction from his salary of any amounts advanced or paid on his behalf of ARE.

Section 3.                      Amendment to Section 8.(d) of the Employment Agreement.  Section 8 (d) of the Employment Agreement be and the same is amended to hereafter be and read as follows:

8. (d)           In the event Webster’s employment is terminated without Cause (and absent death, disability or voluntary resignation), Webster shall be entitled to be paid the balance of his salary due hereunder in a lump sum amount within thirty (30) days from the termination date.

Section 4.                      Miscellaneous.

(a)           This Amendment may be amended or modified only by written instrument executed by ARE and Webster.

(b)           Except as expressly stated in this Amendment, the parties hereto hereby acknowledge and agree that the Employment Agreement shall remain in full force and effect in accordance with its terms without any amendment, modification or waiver thereto.

(c)           This Amendment may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

(d)           This Amendment and the Employment Agreement embodies the entire agreement and understanding of the parties hereto in respect of the subject matter hereof.

IN WITNESS WHEREOF, the undersigned has executed this Amendment effective as of the date first above written.

ADAMS RESOURCES & ENERGY, INC.

By____________________________________

K. S. Adams, Jr.

Chairman of the Board and

Chief Executive Officer

_________________________________

Frank T. "Chip" Webster

President and Chief Operating Officer

EX-10.2

Exhibit 10.2

FIRST AMENDMENT TO CHANGE IN CONTROL/SEVERANCE AGREEMENT

This First Amendment to Change in Control/Severance Agreement (the “Amendment”) dated effective as of December 6, 2011, is entered into by and between Adams Resources & Energy, Inc. (the “Company”) and Richard B. Abshire (“Key Employee”).

WHEREAS, Key Employee and the Company entered into that Change in Control/Severance Agreement (“Agreement”) dated July 25, 2008 (the “Agreement”), which Agreement provided for certain protections to Key Employee by the Company in the event of a change in control subject to the terms and conditions as set forth therein; and

WHEREAS, the Agreement is now in full force and effect and the Company and Key Employee mutually desire to hereby modify and amend said Agreement to the extent and in the manner hereinafter specified.

NOW, THEREFORE, in consideration of the premises and mutual promises contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and Key Employee do hereby mutually agree as follows:

Section 1.                      Amendment to Section 2 of the Agreement.  Section 2 of the Agreement be and the same is hereby amended to hereafter be and read as follows:

Section 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 24, 2014, this Agreement shall immediately terminate and be of no further force and effect.

Section 2.                      Miscellaneous.

(a)           This Amendment may be amended or modified only by written instrument executed by the Company and Key Employee.

(b)           Except as expressly stated in this Amendment, the parties hereto hereby acknowledge and agree that the Agreement shall remain in full force and effect in accordance with its terms without any amendment, modification or waiver thereto.

(c)           This Amendment may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

(d)           This Amendment and the Agreement embodies the entire agreement and understanding of the parties hereto in respect of the subject matter hereof.

[Signature page follows]

IN WITNESS WHEREOF, the undersigned has executed this Amendment effective as of the date first above written.

ADAMS RESOURCES & ENERGY, INC.

By____________________________________

Frank T. "Chip" Webster

President and Chief Operating Officer

KEY EMPLOYEE

_________________________________

Richard B. Abshire

EX-10.3

Exhibit 10.3

FIRST AMENDMENT TO CHANGE IN CONTROL/SEVERANCE AGREEMENT

This First Amendment to Change in Control/Severance Agreement (the “Amendment”) dated effective as of December 6, 2011, is entered into by and between Adams Resources & Energy, Inc. (the “Company”) and Sharon Davis (nee Copeland) (“Key Employee”).

WHEREAS, Key Employee and the Company entered into that Change in Control/Severance Agreement (“Agreement”) dated September 20, 2008 (the “Agreement”), which Agreement provided for certain protections to Key Employee by the Company in the event of a change in control subject to the terms and conditions as set forth therein; and

WHEREAS, the Agreement is now in full force and effect and the Company and Key Employee mutually desire to hereby modify and amend said Agreement to the extent and in the manner hereinafter specified.

NOW, THEREFORE, in consideration of the premises and mutual promises contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and Key Employee do hereby mutually agree as follows:

Section 1.                      Amendment to Section 2 of the Agreement.  Section 2 of the Agreement be and the same is hereby amended to hereafter be and read as follows:

Section 2.   Term of Agreement.  The Term of this Agreement shall commence on September 20, 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 September 19, 2014, this Agreement shall immediately terminate and be of no further force and effect.

Section 2.                      Miscellaneous.

(a)           This Amendment may be amended or modified only by written instrument executed by the Company and Key Employee.

(b)           Except as expressly stated in this Amendment, the parties hereto hereby acknowledge and agree that the Agreement shall remain in full force and effect in accordance with its terms without any amendment, modification or waiver thereto.

(c)           This Amendment may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

(d)           This Amendment and the Agreement embodies the entire agreement and understanding of the parties hereto in respect of the subject matter hereof.

[Signature page follows]

IN WITNESS WHEREOF, the undersigned has executed this Amendment effective as of the date first above written.

ADAMS RESOURCES & ENERGY, INC.

By____________________________________

Frank T. "Chip" Webster

President and Chief Operating Officer

KEY EMPLOYEE

_________________________________

Sharon Davis

EX-10.4

 Exhibit 10.4

NON-EMPLOYEE DIRECTOR CHANGE IN CONTROL AGREEMENT

This Non-Employee Director Change in Control Agreement (this “Agreement”) is made effective as of December _____, 2011 (the “Effective Date”), by and between Adams Resources & Energy, Inc., a Delaware corporation (the “Company”), and E. C. Reinauer, Jr. (the “Director”).

WHEREAS, the Company considers it to the best interests of its shareholders to foster the continuous service of the Company’s non-employee directors. In this regard, the Company’s Board of Directors (the “Board”) has decided to reinforce and encourage the continued attention and dedication of non-employee members of the Board to their duties without the distraction arising from the possibility of a change in control of the Company.

WHEREAS, the Company hereby agrees that as of the Effective Date, the Director shall receive the benefits set forth in this Agreement in the event of a Change in Control (as defined below).

1.          Term of Agreement.  This term of this Agreement (the “Term”) shall commence on the Effective Date and terminate on December 5, 2014, subject to earlier termination in accordance with the provisions of Section 2 below.

2.          Termination of Position.  For purposes of this Agreement only, a Termination of Position shall exist if Director’s position on the Board of Directors is terminated for any reason other than as a result of (i) Director’s permanent disability or death, resignation or retirement, (ii) willful breach of duty by Director, (iii) any act of fraud or other conduct by Director which demonstrates gross unfitness for service, or (iv) Director’s conviction (or entry of plea of guilty, nolo contender or the equivalent) for any crime involving moral turpitude, dishonesty or breach of trust or any felony which is punishable by imprisonment in the jurisdiction involved.  If Director’s position on the Board is terminated for any of the reasons set forth in sub-clauses (i) through (iv) in this Section 2 during the Term, this Agreement shall immediately terminate and be of no further force and effect.

3.          Change in Control.

(a)          In the event of a Change in Control at any time during the Term of this Agreement, and Director’s Termination of Position within twelve (12) months following the date of such Change in Control, then the Company shall pay to the Director a lump-sum cash amount within 30 days following Termination of Position equal to two (2) times the Director’s annual non-employee director compensation fees as reflected in the Company’s most recent Proxy Statement filing with the Securities and Exchange Commission at the time of Termination of Position.

(b)          For purposes of this Agreement, a “Change in Control” shall mean the occurrence of any of the following events:

(i)           the common stock, $.10 par value of the Company (the “Common Stock”) owned by KSA Industries, Inc., K. S. Adams, Jr., and the Estate of Nancy N. Adams deceased, and their children and grandchildren is less in the aggregate than thirty-five percent (35%) of the then issued and outstanding Common Stock;

(ii)           the consummation of any merger or consolidation of the Company in which the holders of voting stock of the Company immediately before the merger or consolidation do not own 50% or more of the outstanding voting shares of the continuing or surviving entity immediately after such merger or consolidation (whether or not such transaction is approved by the Board),

(iii)           the sale, lease exchange or other transfer (in one or a series of transactions) of all or substantially all of the assets of the Company,

(iv)           the shareholders of the Company approve a plan of complete liquidation or dissolution of the Company;

(v) the individuals constituting the Board as of the Effective Date (the “Incumbent Directors”) cease for any reason to constitute at least a majority of the members of the Board; provided, however, that if the election, or nomination for election by the Company’s stockholders, of any new director was approved by a vote of at least two-thirds of the Incumbent Directors on the Board (either by a specific vote or by approval of the proxy statement of the Company in which such person is named as a nominee for director, without written objection to such nomination), such new director shall be considered an Incumbent Director; provided, however, that no individual initially elected or nominated as a director of the Company as a result of an actual or threatened election contest with respect to directors or as a result of any other actual or threatened solicitation of proxies or consents by or on behalf of any person other than the Board shall be deemed to be an Incumbent Director; or

(vi)           without the approval of the Board, any “person” (as such term is used in Sections 13(d) and 14(d)(2) of the Exchange Act), other than the Company or a subsidiary thereof or any employee benefit plan sponsored by the Company or a subsidiary thereof, who shall become the beneficial owner (within the meaning of Rule 13d-3 under the Exchange Act) of securities of the Company representing 50% percent or more of the combined voting power of the Company’s then-outstanding securities ordinarily (and apart from rights accruing in special circumstances) having the right to vote in the election of directors, as a result of a tender or exchange offer, open market purchases, privately negotiated purchases or otherwise.

4.           Successors; Binding Agreement.  This Agreement shall inure to the benefit of and be enforceable by Director and Director’s personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees.  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 the same extent that the Company would be required to perform if no such succession had taken place.

5.           Notice.  For purposes of this Agreement, notices and all other communications provided for in this Agreement shall be in writing and shall be deemed to have been duly given when delivered or mailed by United States certified or registered mail, return receipt requested, postage prepaid, addressed to the respective addresses set forth below provided that all notices to the Company shall be directed to the attention of its Chief Financial Officer, 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 receipt.

Adams Resources & Energy, Inc.                                                  E. C. Reinauer, Jr.

   P. O. Box 844                                                                                      5305 Sandalwood Drive

Houston, TX 77001                                                                           McKinney, TX 75070-7202

Attn: R. B. Abshire, Chief Financial Officer

5.           Amendments; Waiver.    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 Director 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 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.

6.           Governing Law.  The validity, interpretation, construction and performance of this Agreement shall be governed by the laws of the State of Texas without regard to its conflicts of law principles.

7.           Section Headings.  The section headings contained in this Agreement are for convenience only, and shall not affect the interpretation of this Agreement.

8.           Severability.  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.

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

10.           Entire Agreement; No Other Representations.  This Agreement sets forth the entire agreement of the parties hereto in respect of the subject matter contained herein and supersedes all prior agreements, promises, covenants, arrangements, communications, representations or warranties, whether oral or written, by any officer, employee or representative of any party hereto, and any prior agreement of the parties hereto in respect of the subject matter contained herein, including, without limitation, any prior agreement or policy to which Director is a party with respect to any acceleration of vesting of Director’s stock options and/or lapsing of restrictions on Director’s restricted stock as a result of a Change in Control.  No agreements or representations, oral or otherwise, express or implied, with respect to the subject matter hereof have been made by either party which are not expressly set forth in this Agreement.

[Signature Page Follows]

IN WITNESS WHEREOF, the parties have executed this Agreement effective as of the date first above written.

ADAMS RESOURCES & ENERGY, INC.

By:    

Name:                                                                           

Title:                                                                           

DIRECTOR

E. C. Reinauer, Jr., Director

EX-10.5

Exhibit 10.5

NON-EMPLOYEE DIRECTOR CHANGE IN CONTROL AGREEMENT

This Non-Employee Director Change in Control Agreement (this “Agreement”) is made effective as of December _____, 2011 (the “Effective Date”), by and between Adams Resources & Energy, Inc., a Delaware corporation (the “Company”), and Townes G. Pressler (the “Director”).

WHEREAS, the Company considers it to the best interests of its shareholders to foster the continuous service of the Company’s non-employee directors. In this regard, the Company’s Board of Directors (the “Board”) has decided to reinforce and encourage the continued attention and dedication of non-employee members of the Board to their duties without the distraction arising from the possibility of a change in control of the Company.

WHEREAS, the Company hereby agrees that as of the Effective Date, the Director shall receive the benefits set forth in this Agreement in the event of a Change in Control (as defined below).

1.          Term of Agreement.  This term of this Agreement (the “Term”) shall commence on the Effective Date and terminate on December 5, 2014, subject to earlier termination in accordance with the provisions of Section 2 below.

2.          Termination of Position.  For purposes of this Agreement only, a Termination of Position shall exist if Director’s position on the Board of Directors is terminated for any reason other than as a result of (i) Director’s permanent disability or death, resignation or retirement, (ii) willful breach of duty by Director, (iii) any act of fraud or other conduct by Director which demonstrates gross unfitness for service, or (iv) Director’s conviction (or entry of plea of guilty, nolo contender or the equivalent) for any crime involving moral turpitude, dishonesty or breach of trust or any felony which is punishable by imprisonment in the jurisdiction involved.  If Director’s position on the Board is terminated for any of the reasons set forth in sub-clauses (i) through (iv) in this Section 2 during the Term, this Agreement shall immediately terminate and be of no further force and effect.

3.          Change in Control.

(a)          In the event of a Change in Control at any time during the Term of this Agreement, and Director’s Termination of Position within twelve (12) months following the date of such Change in Control, then the Company shall pay to the Director a lump-sum cash amount within 30 days following Termination of Position equal to two (2) times the Director’s annual non-employee director compensation fees as reflected in the Company’s most recent Proxy Statement filing with the Securities and Exchange Commission at the time of Termination of Position.

(b)          For purposes of this Agreement, a “Change in Control” shall mean the occurrence of any of the following events:

(i)           the common stock, $.10 par value of the Company (the “Common Stock”) owned by KSA Industries, Inc., K. S. Adams, Jr., and the Estate of Nancy N. Adams deceased, and their children and grandchildren is less in the aggregate than thirty-five percent (35%) of the then issued and outstanding Common Stock;

(ii)           the consummation of any merger or consolidation of the Company in which the holders of voting stock of the Company immediately before the merger or consolidation do not own 50% or more of the outstanding voting shares of the continuing or surviving entity immediately after such merger or consolidation (whether or not such transaction is approved by the Board),

(iii)           the sale, lease exchange or other transfer (in one or a series of transactions) of all or substantially all of the assets of the Company,

(iv)           the shareholders of the Company approve a plan of complete liquidation or dissolution of the Company;

(v) the individuals constituting the Board as of the Effective Date (the “Incumbent Directors”) cease for any reason to constitute at least a majority of the members of the Board; provided, however, that if the election, or nomination for election by the Company’s stockholders, of any new director was approved by a vote of at least two-thirds of the Incumbent Directors on the Board (either by a specific vote or by approval of the proxy statement of the Company in which such person is named as a nominee for director, without written objection to such nomination), such new director shall be considered an Incumbent Director; provided, however, that no individual initially elected or nominated as a director of the Company as a result of an actual or threatened election contest with respect to directors or as a result of any other actual or threatened solicitation of proxies or consents by or on behalf of any person other than the Board shall be deemed to be an Incumbent Director; or

(vi)           without the approval of the Board, any “person” (as such term is used in Sections 13(d) and 14(d)(2) of the Exchange Act), other than the Company or a subsidiary thereof or any employee benefit plan sponsored by the Company or a subsidiary thereof, who shall become the beneficial owner (within the meaning of Rule 13d-3 under the Exchange Act) of securities of the Company representing 50% percent or more of the combined voting power of the Company’s then-outstanding securities ordinarily (and apart from rights accruing in special circumstances) having the right to vote in the election of directors, as a result of a tender or exchange offer, open market purchases, privately negotiated purchases or otherwise.

4.           Successors; Binding Agreement.  This Agreement shall inure to the benefit of and be enforceable by Director and Director’s personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees.  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 the same extent that the Company would be required to perform if no such succession had taken place.

5.           Notice.  For purposes of this Agreement, notices and all other communications provided for in this Agreement shall be in writing and shall be deemed to have been duly given when delivered or mailed by United States certified or registered mail, return receipt requested, postage prepaid, addressed to the respective addresses set forth below provided that all notices to the Company shall be directed to the attention of its Chief Financial Officer, 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 receipt.

Adams Resources & Energy, Inc.                                                 Townes G. Pressler

P. O. Box 844                                                                                     3251 Chevy Chase

Houston, TX 77001                                                                          Houston, TX 77019

Attn: R. B. Abshire, Chief Financial Officer

5.           Amendments; Waiver.    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 Director 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 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.

6.           Governing Law.  The validity, interpretation, construction and performance of this Agreement shall be governed by the laws of the State of Texas without regard to its conflicts of law principles.

7.           Section Headings.  The section headings contained in this Agreement are for convenience only, and shall not affect the interpretation of this Agreement.

8.           Severability.  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.

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

10.           Entire Agreement; No Other Representations.  This Agreement sets forth the entire agreement of the parties hereto in respect of the subject matter contained herein and supersedes all prior agreements, promises, covenants, arrangements, communications, representations or warranties, whether oral or written, by any officer, employee or representative of any party hereto, and any prior agreement of the parties hereto in respect of the subject matter contained herein, including, without limitation, any prior agreement or policy to which Director is a party with respect to any acceleration of vesting of Director’s stock options and/or lapsing of restrictions on Director’s restricted stock as a result of a Change in Control.  No agreements or representations, oral or otherwise, express or implied, with respect to the subject matter hereof have been made by either party which are not expressly set forth in this Agreement.

[Signature Page Follows]

IN WITNESS WHEREOF, the parties have executed this Agreement effective as of the date first above written.

ADAMS RESOURCES & ENERGY, INC.

By:    

Name:                                                                           

Title:                                                                           

DIRECTOR

Townes G. Pressler, Director

EX-10.6

Exhibit 10.6

NON-EMPLOYEE DIRECTOR CHANGE IN CONTROL AGREEMENT

This Non-Employee Director Change in Control Agreement (this “Agreement”) is made effective as of December _____, 2011 (the “Effective Date”), by and between Adams Resources & Energy, Inc., a Delaware corporation (the “Company”), and Larry E. Bell (the “Director”).

WHEREAS, the Company considers it to the best interests of its shareholders to foster the continuous service of the Company’s non-employee directors. In this regard, the Company’s Board of Directors (the “Board”) has decided to reinforce and encourage the continued attention and dedication of non-employee members of the Board to their duties without the distraction arising from the possibility of a change in control of the Company.

WHEREAS, the Company hereby agrees that as of the Effective Date, the Director shall receive the benefits set forth in this Agreement in the event of a Change in Control (as defined below).

1.          Term of Agreement.  This term of this Agreement (the “Term”) shall commence on the Effective Date and terminate on December 5, 2014, subject to earlier termination in accordance with the provisions of Section 2 below.

2.          Termination of Position.  For purposes of this Agreement only, a Termination of Position shall exist if Director’s position on the Board of Directors is terminated for any reason other than as a result of (i) Director’s permanent disability or death, resignation or retirement, (ii) willful breach of duty by Director, (iii) any act of fraud or other conduct by Director which demonstrates gross unfitness for service, or (iv) Director’s conviction (or entry of plea of guilty, nolo contender or the equivalent) for any crime involving moral turpitude, dishonesty or breach of trust or any felony which is punishable by imprisonment in the jurisdiction involved.  If Director’s position on the Board is terminated for any of the reasons set forth in sub-clauses (i) through (iv) in this Section 2 during the Term, this Agreement shall immediately terminate and be of no further force and effect.

3.          Change in Control.

(a)          In the event of a Change in Control at any time during the Term of this Agreement, and Director’s Termination of Position within twelve (12) months following the date of such Change in Control, then the Company shall pay to the Director a lump-sum cash amount within 30 days following Termination of Position equal to two (2) times the Director’s annual non-employee director compensation fees as reflected in the Company’s most recent Proxy Statement filing with the Securities and Exchange Commission at the time of Termination of Position.

(b)          For purposes of this Agreement, a “Change in Control” shall mean the occurrence of any of the following events:

(i)           the common stock, $.10 par value of the Company (the “Common Stock”) owned by KSA Industries, Inc., K. S. Adams, Jr., and the Estate of Nancy N. Adams deceased, and their children and grandchildren is less in the aggregate than thirty-five percent (35%) of the then issued and outstanding Common Stock;

(ii)           the consummation of any merger or consolidation of the Company in which the holders of voting stock of the Company immediately before the merger or consolidation do not own 50% or more of the outstanding voting shares of the continuing or surviving entity immediately after such merger or consolidation (whether or not such transaction is approved by the Board),

(iii)           the sale, lease exchange or other transfer (in one or a series of transactions) of all or substantially all of the assets of the Company,

(iv)           the shareholders of the Company approve a plan of complete liquidation or dissolution of the Company;

(v) the individuals constituting the Board as of the Effective Date (the “Incumbent Directors”) cease for any reason to constitute at least a majority of the members of the Board; provided, however, that if the election, or nomination for election by the Company’s stockholders, of any new director was approved by a vote of at least two-thirds of the Incumbent Directors on the Board (either by a specific vote or by approval of the proxy statement of the Company in which such person is named as a nominee for director, without written objection to such nomination), such new director shall be considered an Incumbent Director; provided, however, that no individual initially elected or nominated as a director of the Company as a result of an actual or threatened election contest with respect to directors or as a result of any other actual or threatened solicitation of proxies or consents by or on behalf of any person other than the Board shall be deemed to be an Incumbent Director; or

(vi)           without the approval of the Board, any “person” (as such term is used in Sections 13(d) and 14(d)(2) of the Exchange Act), other than the Company or a subsidiary thereof or any employee benefit plan sponsored by the Company or a subsidiary thereof, who shall become the beneficial owner (within the meaning of Rule 13d-3 under the Exchange Act) of securities of the Company representing 50% percent or more of the combined voting power of the Company’s then-outstanding securities ordinarily (and apart from rights accruing in special circumstances) having the right to vote in the election of directors, as a result of a tender or exchange offer, open market purchases, privately negotiated purchases or otherwise.

4.           Successors; Binding Agreement.  This Agreement shall inure to the benefit of and be enforceable by Director and Director’s personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees.  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 the same extent that the Company would be required to perform if no such succession had taken place.

5.           Notice.  For purposes of this Agreement, notices and all other communications provided for in this Agreement shall be in writing and shall be deemed to have been duly given when delivered or mailed by United States certified or registered mail, return receipt requested, postage prepaid, addressed to the respective addresses set forth below provided that all notices to the Company shall be directed to the attention of its Chief Financial Officer, 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 receipt.

Adams Resources & Energy, Inc.                                                 Larry E. Bell

P. O. Box 844                                                                                     Frontier Oil

Houston, TX 77001                                                                          10000 Memorial Drive #600

Attn: R. B. Abshire, Chief Financial Officer                                 Houston, TX 77024-3411

5.           Amendments; Waiver.    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 Director 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 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.

6.           Governing Law.  The validity, interpretation, construction and performance of this Agreement shall be governed by the laws of the State of Texas without regard to its conflicts of law principles.

7.           Section Headings.  The section headings contained in this Agreement are for convenience only, and shall not affect the interpretation of this Agreement.

8.           Severability.  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.

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

10.           Entire Agreement; No Other Representations.  This Agreement sets forth the entire agreement of the parties hereto in respect of the subject matter contained herein and supersedes all prior agreements, promises, covenants, arrangements, communications, representations or warranties, whether oral or written, by any officer, employee or representative of any party hereto, and any prior agreement of the parties hereto in respect of the subject matter contained herein, including, without limitation, any prior agreement or policy to which Director is a party with respect to any acceleration of vesting of Director’s stock options and/or lapsing of restrictions on Director’s restricted stock as a result of a Change in Control.  No agreements or representations, oral or otherwise, express or implied, with respect to the subject matter hereof have been made by either party which are not expressly set forth in this Agreement.

[Signature Page Follows]

IN WITNESS WHEREOF, the parties have executed this Agreement effective as of the date first above written.

ADAMS RESOURCES & ENERGY, INC.

By:                                                                           

Name:                                                                           

Title:                                                                           

DIRECTOR

 Larry E. Bell, Director