0000002178-13-000066.txt : 20131206 0000002178-13-000066.hdr.sgml : 20131206 20131206142926 ACCESSION NUMBER: 0000002178-13-000066 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20131205 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers FILED AS OF DATE: 20131206 DATE AS OF CHANGE: 20131206 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ADAMS RESOURCES & ENERGY, INC. CENTRAL INDEX KEY: 0000002178 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-PETROLEUM & PETROLEUM PRODUCTS (NO BULK STATIONS) [5172] IRS NUMBER: 741753147 STATE OF INCORPORATION: DE FISCAL YEAR END: 0926 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-07908 FILM NUMBER: 131262642 BUSINESS ADDRESS: STREET 1: 17 S. BRIAR HOLLOW LN. CITY: HOUSTON STATE: TX ZIP: 77027 BUSINESS PHONE: 7138813600 MAIL ADDRESS: STREET 1: P O BOX 844 CITY: HOUSTON STATE: TX ZIP: 77001 FORMER COMPANY: FORMER CONFORMED NAME: ADAMS RESOURCES & ENERGY INC DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: ADA RESOURCES INC DATE OF NAME CHANGE: 19790620 8-K 1 form8-k.htm CHIP WEBSTER EMPLOYMENT AGREEMENT 131205 form8-k.htm
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 5, 2013

 
 
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.)
   
                             
           
 
17 S. Briar Hollow Lane, 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 5, 2013, the Board of Directors (the “Board”) of Adams Resources & Energy, Inc. (the “Company”) approved that certain Eleventh Amendment to Employment Agreement by and between the Company and Frank T. Webster, dated effective December 5, 2013 (the “Eleventh Amendment”).  The Eleventh Amendment extends Mr. Webster’s employment date through May 13, 2017 and his annual salary shall be $500,000 effective January 1, 2014.  The foregoing description is qualified in its entirety by reference to the full text of the Eleventh Amendment, which is filed as Exhibit 10.1 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 6, 2013
By: /s/ Richard B. Abshire
 
 
Richard B. Abshire
 
Chief Financial Officer
































 
 

 

EXHIBIT INDEX


Exhibit
 
Number
Description
   
10.1
Eleventh Amendment to Employment Agreement by and between Adams Resources & Energy, Inc. and Frank T. Webster, dated effective December 5, 2013
   

EX-10.1 2 exhibit_10-1.htm EXHIBIT TO EMPLOYMENT AGREEMENT exhibit_10-1.htm
EXHIBIT 10.1


ELEVENTH AMENDMENT TO EMPLOYMENT AGREEMENT

This Eleventh Amendment to the Employment Agreement (this “Amendment”) dated as of December 5, 2013, 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, 2008, December 8, 2009, December 6, 2010 and September 22, 2012 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, 2017, 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 annually                                                       May 14, 2006 – May 13, 2011
$252,054.08                                            May 14, 2013 – December 31, 2013
$182,191.38                                            January 1, 2014 – May 13, 2014
$500,000.00 annually                                                       May 14, 2014 – May 13, 2017

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.                      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____________________________________
Thomas S. Smith
Chairman of the Board





_________________________________
Frank T. "Chip" Webster
President, Chief Executive Officer
and Chief Operating Officer