8-K

UNITED STATES

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: June 23, 2014

Date of Earliest Event Reported: June 19, 2014

VERTEX ENERGY, INC.

(Exact name of registrant as specified in its charter)

Nevada	001-11476	94-3439569
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

1331 Gemini Street

Suite 250

Houston, Texas 77058

(Address of principal executive offices)(Zip Code)

Registrant’s telephone number, including area code: (866) 660-8156

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-4(c))

ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.

Effective June 19, 2014, Matthew Lieb resigned as Chief Operating Officer of Vertex Energy, Inc. (the “Company”, “we” and “us”) and David Peel was appointed as Chief Operating Officer of the Company.  It is anticipated that Mr. Lieb will continue providing services to the Company as the Vice President of Specialty Projects (a non-executive position).

Mr. Peel, age 64, has served as the Chief Operating Officer of Omega Holdings, LLC (“Omega Holdings”), which is engaged in the re-refining of base oil, since May 2012.  From 2000 to 2001 and from 2004 to April 2012, Mr. Peel served as the President of Peel Management Consulting (based in Chicago, Illinois), a used oil recycling consulting firm which provides business management and sales support to various privately held companies including a used industrial oil recycling company.  From 2001 to 2003, Mr. Peel served as Vice President of Oil Refining with Safety-Kleen Corporation (“Safety-Kleen”) where he provided direction and day-today management for the oil recovery division which had 280 employees and annual revenues of $150 million.  Mr. Peel helped increase revenues and improve profitability for Safety-Kleen as it emerged from Chapter 11 Bankruptcy in 2003. From 1995 to 1999 and 1989 to 1995, Mr. Peel served as the Divisional Vice President of Oil Recovery and Envirosystems for Safety-Kleen, where he managed two divisions with combined revenues of $175 million and a staff of 450.  From 1985 to 1995, Mr. Peel served in various positions with Safety-Kleen including General Manager (Breslau, Ontario, from 1985-1989), where he developed re-refining operations and procedures and Vice President of Manufacturing (Elgin, Illinois, from 1989-1995) where his duties included, among other things, managing two re-refineries, a process plant and two recycling plants.  From 1984 to 1985, Mr. Peel served as the Director of Operations for Breslube Enterprises (based in Buffalo, New York), a re-refining company where he managed that company’s re-refining operations.  From 1974 to 1984, Mr. Peel served as Project Engineer and Lead Project Engineer with various oil, chemical and gas companies in the United Kingdom and Canada.

Mr. Peel received a degree in Mechanical and Production Engineering from Manchester Polytechnic (now the University of Manchester, Institute of Science and Technology) in Manchester, England in 1974.   Mr. Peel is a Member of the Institution of Mechanical Engineers (UK) and a Chartered Engineer (UK).

As discussed above, Mr. Peel currently serves as Chief Operating Officer of Omega Holdings, which he also holds a limited ownership interest in.  On May 2, 2014, we completed the initial closing contemplated under an Asset Purchase Agreement entered into on March 17, 2014, and amended by the First Amendment dated April 14, 2014, Second Amendment dated April 30, 2014 and Third Amendment dated May 2, 2014 (as amended to date, the “Purchase Agreement”) by and among the Company, Vertex Refining LA, LLC and Vertex Refining NV, LLC, both wholly-owned subsidiaries of Vertex Operating, LLC (our wholly-owned subsidiary), and Omega Refining, LLC (“Omega Refining”), Bango Refining NV, LLC and Omega Holdings (collectively, “Omega” or the “sellers”).

Pursuant to the Purchase Agreement, we agreed to acquire certain of Omega’s assets related to (1) the operation of oil re-refineries and, in connection therewith, purchasing used lubricating oils and re-refining such oils into processed oils and other products for the distribution, supply and sale to end-customers and (2) the provision of related products and support services. Specifically, the assets included Omega’s Marrero, Louisiana and Bango, Nevada, re-refineries (which re-refine approximately 80 million gallons of used motor oil per year). The acquisition is to close in two separate closings, the first of which closed on May 2, 2014 and the second of which is expected to close on or around August 2014, subject to certain closing conditions being met prior to closing.

The purchase price paid at the initial closing was $30,750,000 in cash, 500,000 shares of our restricted common stock (valued at approximately $4 million) and the assumption of certain capital lease obligations and other liabilities relating to contracts and leases of Omega Refining. We also agreed to provide Omega a loan in the amount of up to approximately $13.8 million.

The sellers also have the right to earn additional earn-out consideration in the event certain EBITDA targets are met by the operations acquired in the closing(s), following such closing(s).

The Purchase Agreement, the terms and conditions thereof, the transactions affected at the initial closing and the transactions planned to occur at the final closing are described in greater detail in the Form 8-K filed by the Company with the Securities and Exchange Commission on May 6, 2014.

In connection with the initial closing, we hired Mr. Peel as an employee of the Company and we entered into an At-Will Employment, Confidential Information, Invention Assignment and Arbitration Agreement (the “Employment Agreement”) and Retention and Noncompetition Agreement with Mr. Peel.

Pursuant to the Employment Agreement, Mr. Peel was employed on an “at-will” basis as an employee of Vertex Refining LA, LLC, an indirect wholly-owned subsidiary of the Company, we agreed to pay him an annual base salary of $300,000 per year, plus a yearly bonus in an amount of 100% of his base salary, of which 90% is non-discretionary.  Mr. Peel is also entitled to all fringe benefits regularly provided to other full-time employees of the Company (including health, dental and life insurance where applicable).  In the event the Company terminates Mr. Peel’s employment without Cause (as defined below), Mr. Peel is due any base salary earned and not yet paid to him, plus two months of additional base salary as severance pay, reimbursement for any unpaid business expenses incurred and all other benefits accrued and vested through the termination date (provided that Mr. Peel is required to enter into a Separation and Release Agreement with the Company as a condition to receiving such severance pay).  “Cause” under the Employment Agreement includes Mr. Peel’s conviction of, or a plea of guilty or nolo contendere to any felony or crime involving moral turpitude, any intentional or willful misappropriation of Company funds or property, any violation of the Retention and Noncompetition Agreement (described below) or certain  other terms and conditions of the Employment Agreement, any material failure of Mr. Peel to perform the duties reasonably assigned to him or any other intentional, fraudulent or gross misconduct by Mr. Peel which causes injury to the Company.  The Employment Agreement contains standard confidentiality, assignment of inventions and ‘work for hire’, and arbitration provisions.

Pursuant to the Retention and Noncompetition Agreement we agreed to pay Mr. Peel $150,000 as a retention bonus (with 50% payable upon the effective date of the initial closing of the Omega acquisition and 50% payable six months thereafter (assuming Mr. Peel has remained in continuous employ of the Company during such period)) and he agreed not to compete against us for two months from the date he is no longer employed by the Company (or any affiliate of the Company)(as described in the agreement) and to not solicit any employees or consultants of, or solicit employment from, any person who performs or performed services for the Company (subject to certain exceptions and as described in greater detail in the agreement) for a period of six months following such termination of employment.

The foregoing descriptions of the Employment Agreement and Retention and Noncompetition Agreement do not purport to be complete and are qualified in their entirety by reference to the Employment Agreement and Retention and Noncompetition Agreement, copies of which are attached to this Current Report on Form 8-K as Exhibit 10.1 and Exhibit 10.2, respectively, and incorporated herein by reference.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.

Exhibit No.	Description
10.1*	At-Will Employment, Confidential Information, Invention Assignment and Arbitration Agreement with David Peel (April 2014)
10.2*	Retention and Noncompetition Agreement with David Peel (April 2014)

* Filed herewith.

SIGNATURES

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.

	VERTEX ENERGY, INC.
Date: June 23, 2014	By: /s/ Chris Carlson
	Chris Carlson
	Chief Financial Officer

EXHIBIT INDEX

Exhibit No.	Description
10.1*	At-Will Employment, Confidential Information, Invention Assignment and Arbitration Agreement with David Peel (April 2014)
10.2*	Retention and Noncompetition Agreement with David Peel (April 2014)

* Filed herewith.

EX-10.1

EXHIBIT 10.1

AT-WILL EMPLOYMENT, CONFIDENTIAL INFORMATION,

INVENTION ASSIGNMENT

AND ARBITRATION AGREEMENT

As a condition of the undersigned employee's employment with Vertex Refining LA, LLC, a Louisiana limited liability company, and/or any of its subsidiaries, affiliates, successors or assigns (together, the “Company”), and in consideration of the undersigned employee's employment with the Company, ten dollars ($10) and other good and valuable consideration, which the undersigned employee confirms receipt of, and his or her receipt of the compensation now and hereafter paid to the undersigned employee by the Company, the undersigned employee (the “Employee”) and the Company hereby agree to the following:

At-Will Employment.

I understand and acknowledge that my employment with the Company is for an unspecified duration and constitutes "at-will" employment.  I also understand that any representation to the contrary is unauthorized and not valid unless obtained in writing and signed by an authorized corporate representative of the Company.  I acknowledge that this employment relationship may be terminated at any time, with or without good cause or for any or no cause, at the option either of the Company or myself, with or without notice.

Compensation.

During the term of employment, Employee shall receive from the Company an annual base salary (the "Base Salary"), payable in accordance with the regular payroll practices of the Company, of $300,000, pro-rated for any partial calendar year, plus bonus compensation in an amount up to 100% of the Base Salary, of which 90% is non-discretionary.  The Base Salary may be adjusted by mutual agreement of the Company and Employee during the term of employment.  Notwithstanding the foregoing sentence, the Base Salary shall not be payable for any period when Employee is not actively employed by the Company, including without limitation medical leaves of absence and unpaid sabbaticals. In addition to the benefits described above, Employee shall be entitled to the fringe benefits regularly enjoyed by other full time employees of the Company and its affiliates (including without limitation, health, dental and life insurance coverage), and the provisions of this Agreement with respect to the terms and conditions of Employee's employment shall not prevent Employee from participating in any other compensation or benefit program adopted by the Company solely because such programs are not specifically mentioned in this Agreement.  Employee shall pay any required employee contribution for the plans in which Employee participates.

Page 1 of 10

At-Will Employment, Confidential Information,

Invention Assignment, and Arbitration Agreement

If the Company terminates Employee without Cause (as defined below), Employee shall be entitled to: (i) any Base Salary earned but not yet paid, plus two months of Base Salary as severance pay ("Severance Pay"); (ii) reimbursement of any unpaid business expenses incurred in accordance with his/her employment by Employee prior to the effective date of the termination of Employee's employment; and (iii) any other benefits accrued and vested through the date of such termination in accordance with the applicable plans and programs of the Company.  Employee shall execute and deliver to the Company a Separation Agreement and Release in a form and substance reasonably satisfactory to the Company as a condition of entitlement to any payments following termination of employment pursuant to this Section.  "Cause" shall mean (i) the Employee's conviction of, or a plea of guilty or nolo contendere to, a felony or a crime involving moral turpitude, (ii) any intentional or willful misappropriation by the Employee of funds or property of the Company or its affiliates, (iii) any violation by the Employee of the terms of any covenant not to compete or confidentiality agreement with respect to the Company, (iv) any material failure of the Employee that is intentional or willful, or any material refusal of the Employee, to perform the duties reasonably assigned to him, or (v) any other intentional, fraudulent or gross misconduct by the Employee which is demonstrably injurious to the Company.

Confidential Information.

A.           Company Information.  I agree at all times during the term of my employment and thereafter for two (2) years, to hold in strictest confidence, and not to use, except for the benefit of the Company, or to disclose to any person, firm or corporation without written authorization of the management of the Company, any Confidential Information of the Company, except under a non-disclosure agreement duly authorized and executed by the Company.  I understand that “Confidential Information” means any non-public information that relates to the actual or anticipated business or research and development of the Company, technical data, trade secrets or know-how, including, but not limited to, research, product plans or other information regarding the Company’s products or services and markets therefor, customer lists and customers (including, but not limited to, customers of the Company on whom I called or with whom I became acquainted during the term of my employment), software, developments, inventions, processes, formulas, technology, designs, drawings, engineering, hardware configuration information, marketing, finances or other business information.  I further understand that Confidential Information does not include any of the foregoing items which have become publicly known and made generally available through no wrongful act of mine or of others who were under confidentiality obligations as to the item or items involved or improvements or new versions thereof.

Page 2 of 10

At-Will Employment, Confidential Information,

Invention Assignment, and Arbitration Agreement

B.           Former Employer Information.  I agree that I will not, during my employment with the Company, improperly use or disclose any proprietary information or trade secrets of any former or concurrent employer or other person or entity and that I will not bring onto the premises of the Company any unpublished document or proprietary information belonging to any such employer, person or entity unless consented to in writing by such employer, person or entity.

C.           Third Party Information.  I recognize that the Company has received and in the future will receive from third parties their confidential or proprietary information subject to a duty on the Company’s part to maintain the confidentiality of such information and to use it only for certain limited purposes.  I agree to hold all such confidential or proprietary information in the strictest confidence and not to disclose it to any person, firm or corporation or to use it except as necessary in carrying out my work for the Company consistent with the Company’s agreement with such third party.

Inventions.

D.           Inventions Retained and Licensed.  I have attached hereto, as Exhibit A, a list describing all inventions, original works of authorship, developments, improvements, and trade secrets which were made by me prior to my employment with the Company (collectively referred to as “Prior Inventions”), which belong to me, which relate to the Company’s proposed business, products or research and development, and which are not assigned to the Company hereunder; or, if no such list is attached, I represent that there are no such Prior Inventions.  If in the course of my employment with the Company, I incorporate into a Company product, process or service a Prior Invention owned by me or in which I have an interest, I hereby grant to the Company a nonexclusive, royalty-free, fully paid-up, irrevocable, perpetual, worldwide license to make, have made, modify, use and sell such Prior Invention as part of or in connection with such product, process or service, and to practice any method related thereto.

E.           Assignment of Inventions.  I agree that I will promptly make full written disclosure to the Company, will hold in trust for the sole right and benefit of the Company, and hereby assign to the Company, or its designee, all my right, title, and interest in and to any and all inventions, original works of authorship, developments, concepts, improvements, designs, discoveries, ideas, trademarks or trade secrets, whether or not patentable or registrable under copyright or similar laws, which I may solely or jointly conceive or develop or reduce to practice, or cause to be conceived or developed or reduced to practice, during the entire period of time I am in the employ of the Company (whether before or after the execution of this Agreement) (collectively referred to as “Inventions”).

Page 3 of 10

At-Will Employment, Confidential Information,

Invention Assignment, and Arbitration Agreement

I further acknowledge that all original works of authorship which are made by me (solely or jointly with others) within the scope of and during the period of my employment with the Company (whether before or after the execution of this Agreement) and which are protectible by copyright are “works made for hire,” as that term is defined in the United States Copyright Act.  Employee understands that this means that the Company will have the right to undertake any of the actions set forth in section 106 of the United States Copyright Act (17 U.S.C. § 106) with respect to such copyrightable works prepared by Employee within the scope of Employee’s employment.  Employee understands that this includes, without limitation, the right to sell, license, use, reproduce and have reproduced, create derivative works of, distribute, display, transmit and otherwise commercially exploit such copyrightable works by all means without further compensating the Employee.  I understand and agree that the decision whether or not to commercialize or market any invention developed by me solely or jointly with others is within the Company’s sole discretion and for the Company’s sole benefit and that no royalty will be due to me as a result of the Company’s efforts to commercialize or market any such invention.

F.           Assignment of Other Rights.  In addition to the foregoing assignment of Inventions to the Company, Employee hereby irrevocably transfers and assigns to the Company: (i) all worldwide patents, patent applications, copyrights, mask works, trade secrets and other intellectual property rights in any Assigned Inventions; and (ii) any and all “Moral Rights” (as defined below) that Employee may have in or with respect to any Inventions.  Employee also hereby forever waives and agrees never to assert any and all Moral Rights Employee may have in or with respect to any Inventions, even after termination of Employee’s work on behalf of the Company.  “Moral Rights” means any rights to claim authorship of any Inventions, to object to or prevent the modification of any Inventions, or to withdraw from circulation or control the publication or distribution of any Inventions, and any similar right, existing under judicial or statutory law of any country in the world, or under any treaty, regardless of whether or not such right is denominated or generally referred to as a “moral right”.

G.           Inventions Assigned to the United States.  I agree to assign to the United States government all my right, title, and interest in and to any and all Inventions whenever such full title is required to be in the United States by a contract between the Company and the United States or any of its agencies.

H.           Maintenance of Records.  I agree to keep and maintain adequate and current written records of all Inventions made by me (solely or jointly with others) during the term of my employment with the Company.  The records will be in the form of notes, sketches, drawings, and any other format that may be specified by the Company.  The records will be available to and remain the sole property of the Company at all times.

Page 4 of 10

At-Will Employment, Confidential Information,

Invention Assignment, and Arbitration Agreement

I.           Patent and Copyright Registrations.  I agree to assist the Company, or its designee, at the Company’s expense, in every proper way to secure the Company’s rights in the Inventions and any copyrights, patents, mask work rights or other intellectual property rights relating thereto in any and all countries, including the disclosure to the Company of all pertinent information and data with respect thereto, the execution of all applications, specifications, oaths, assignments and all other instruments which the Company shall deem necessary in order to apply for and obtain such rights and in order to assign and convey to the Company, its successors, assigns, and nominees the sole and exclusive rights, title and interest in and to such Inventions, and any copyrights, patents, mask work rights or other intellectual property rights relating thereto.  I further agree that my obligation to execute or cause to be executed, when it is in my power to do so, any such instrument or papers shall continue after the termination of this Agreement.  If the Company is unable because of my mental or physical incapacity or for any other reason to secure my signature to apply for or to pursue any application for any United States or foreign patents or copyright registrations covering Inventions or original works of authorship assigned to the Company as above, then I hereby irrevocably designate and appoint the Company and its duly authorized officers and agents as my agent and attorney in fact, to act for and in my behalf and stead to execute and file any such applications and to do all other lawfully permitted acts to further the prosecution and issuance of letters patent or copyright registrations thereon with the same legal force and effect as if executed by me.

Conflicting Employment.  I agree that, during the term of my employment with the Company, I will not engage in any other employment, occupation or consulting directly related to the business in which the Company is now involved or becomes involved during the term of my employment, nor will I engage in any other activities that conflict with my obligations to the Company.

Returning Company Documents.  I agree that, at the time of leaving the employ of the Company, I will deliver to the Company (and will not keep in my possession, recreate or deliver to anyone else) any and all devices, records, data, notes, reports, proposals, lists, correspondence, specifications, drawings, blueprints, sketches, materials, equipment, other documents or property, or reproductions of any aforementioned items developed by me pursuant to my employment with the Company or otherwise belonging to the Company, its successors or assigns, including, without limitation, those records maintained pursuant to Section 3.E.  In the event of the termination of my employment, I agree to sign and deliver the “Termination Certification” attached hereto as Exhibit B.

Page 5 of 10

At-Will Employment, Confidential Information,

Invention Assignment, and Arbitration Agreement

Notification of New Employer.  In the event that I leave the employ of the Company, I hereby grant consent to notification by the Company to my new employer about my rights and obligations under this Agreement.

Solicitation of Employees.  I agree that for a period of six (6) months immediately following the termination of my relationship with the Company for any reason, whether with or without cause, I will not either directly or indirectly solicit, induce, recruit or encourage any of the Company’s employees to leave their employment or the Company’s customers to remove or reduce their business with the Company, or take away such employees or customers, or attempt to solicit, induce, recruit, encourage or take away employees or customers of the Company, either for myself or for any other person or entity.

Conflict of Interest Guidelines.  I agree to diligently adhere to the Conflict of Interest Guidelines attached as Exhibit C hereto.

Representations.  I agree to execute any proper oath or verify any proper document required to carry out the terms of this Agreement.  I represent that my performance of all the terms of this Agreement will not breach any agreement to keep in confidence proprietary information acquired by me in confidence or in trust prior to my employment by the Company.  I hereby represent and warrant that I have not entered into, and I will not enter into, any oral or written agreement in conflict herewith.

Arbitration and Equitable Relief.

J.           Arbitration.  In consideration of my employment with the Company, its promise to arbitrate all employment-related disputes and my receipt of the compensation, pay raises and other benefits paid to me by the Company, at present and in the future, I agree that any and all controversies, claims, or disputes with anyone (including the Company and any employee, officer, director, stockholder or benefit plan of the Company in their capacity as such or otherwise) arising out of, relating to, or resulting from my employment with the Company or the termination of my employment with the Company, including any breach of this Agreement, will be subject to binding arbitration, to the fullest extent permitted by law.  Disputes which I agree to arbitrate, and thereby agree to waive any right to a trial by jury, include any statutory claims under state or federal law, including, but not limited to, claims under Title VII of the Civil Rights Act of 1964, the Americans with Disabilities Act of 1990, the Age Discrimination in Employment Act of 1967, the Older Workers Benefit Protection Act, claims of harassment, discrimination or wrongful termination and any statutory claims. I further understand that this agreement to arbitrate also applies to any disputes that the Company may have with me.

Page 6 of 10

At-Will Employment, Confidential Information,

Invention Assignment, and Arbitration Agreement

K.           Procedure.  I agree that any arbitration will be administered by the American Arbitration Association (“AAA”) and that the neutral arbitrator will be selected in a manner consistent with its national rules for the resolution of employment disputes. I agree that the arbitrator will have the power to decide any motions brought by any party to the arbitration, including motions for summary judgment and/or adjudication and motions to dismiss and demurrers, prior to any arbitration hearing.  I also agree that the arbitrator will have the power to award any remedies, including attorneys' fees and costs, available under applicable law.  I understand the Company will pay for any administrative or hearing fees charged by the arbitrator or AAA except that I will pay the first $200.00 of any filing fees associated with any arbitration I initiate. I agree that the arbitrator will administer and conduct any arbitration in a manner consistent with AAA's national rules, to the extent that the AAA's national rules for the resolution of employment disputes do not conflict with applicable law.  I agree that the decision of the arbitrator will be in writing.

L.           Remedy.  Except as provided by law and this Agreement, arbitration will be the sole, exclusive and final remedy for any dispute between me and the Company.  Accordingly, except as provided for by law and this Agreement, neither I nor the Company will be permitted to pursue court action regarding claims that are subject to arbitration.  Notwithstanding, the arbitrator will not have the authority to disregard or refuse to enforce any lawful Company policy, and the arbitrator will not order or require the Company to adopt a policy not otherwise required by law which the Company has not adopted.

M.           Availability of Injunctive Relief.  In addition to any right under applicable law that the Company or I may have to petition a court of competent jurisdiction for provisional relief, I agree that any party may also petition the arbitrator for provisional injunctive relief where either party alleges or claims a violation of the employment, confidential information, invention assignment agreement between me and the Company or any other agreement regarding trade secrets, confidential information, or non-solicitation.  I understand that any breach or threatened breach of such an agreement will cause irreparable injury and that money damages will not provide an adequate remedy therefor and both parties hereby consent to the issuance of an injunction.  In the event either party seeks injunctive relief, the prevailing party will be entitled to recover reasonable costs and attorneys' fees.

Page 7 of 10

At-Will Employment, Confidential Information,

Invention Assignment, and Arbitration Agreement

N.           Administrative Relief.  I understand that this Agreement does not prohibit me from pursuing an administrative claim with a local, state or federal administrative body.  This Agreement does, however, preclude me from pursuing court action regarding any such claim.

O.           Voluntary Nature of Agreement.  I acknowledge and agree that I am executing this Agreement voluntarily and without any duress or undue influence by the Company or anyone else.  I further acknowledge and agree that I have carefully read this Agreement and that I have asked any questions needed for me to understand the terms, consequences and binding effect of this Agreement and fully understand it, including that I AM WAIVING MY RIGHT TO A JURY TRIAL.  Finally, I agree that I have been provided an opportunity to seek the advice of an attorney of my choice before signing this Agreement.

General Provisions.

P.           Governing Law, Consent to Personal Jurisdiction.  This Agreement will be governed by the laws of the State of Texas.  I hereby expressly consent to the personal jurisdiction of the state and federal courts located in Texas for any lawsuit filed there against me by the Company arising from or relating to this Agreement.

Q.           Entire Agreement.  This Agreement, along with the Retention and Noncompetition Agreement and the offer letter of employment (if any), sets forth the entire agreement and understanding between the Company and me relating to the subject matter herein and supersedes all prior discussions or representations between us including, but not limited to, any representations made during my interview(s) or relocation negotiations, whether written or oral.  No modification of or amendment to this Agreement, nor any waiver of any rights under this Agreement, will be effective unless in writing signed by an authorized officer of the Company (other than me) and me.  Any subsequent change or changes in my duties, salary or compensation will not affect the validity or scope of this Agreement.  This Agreement prevails and supersedes in the event there is any inconsistency between this Agreement and any other offer letter, unless the offer letter expressly provides otherwise.

R.           Severability.  If one or more of the provisions in this Agreement are deemed void by law, then the remaining provisions will continue in full force and effect.

Page 8 of 10

At-Will Employment, Confidential Information,

Invention Assignment, and Arbitration Agreement

S.           Successors and Assigns.  This Agreement will be binding upon my heirs, executors, administrators and other legal representatives and will be for the benefit of the Company, its successors, and its assigns.

[Remainder of page intentionally left blank; signature page follows]

Page 9 of 10

At-Will Employment, Confidential Information,

Invention Assignment, and Arbitration Agreement

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year written below.

Date: _5/2/2014_____________________	VERTEX REFINING LA, LLC
	By: _/s/ Benjamin P. Cowart____________
	Benjamin P. Cowart, President and Chief Executive Officer
Date: __4/29/2014____________________	_/s/ Dave Peel_________________
	Dave Peel

Page 10 of 10

At-Will Employment, Confidential Information,

Invention Assignment, and Arbitration Agreement

EXHIBIT A

LIST OF PRIOR INVENTIONS

AND ORIGINAL WORKS OF AUTHORSHIP

  Title     Date     Identifying Number or Brief Description  

__X________ No inventions or improvements

___________ Additional Sheets Attached

Signature of Employee: _/s/ Dave Peel_________________

Print Name of Employee:    Dave Peel                                           

Date:      4/29/2014                                                                            

EXHIBIT B

TERMINATION CERTIFICATION

This is to certify that I do not have in my possession, nor have I failed to return, any devices, records, data, notes, reports, proposals, lists, correspondence, specifications, drawings, blueprints, sketches, materials, equipment, other documents or property, or reproductions of any aforementioned items belonging to Vertex Energy, Inc., a Nevada corporation, and/or its subsidiaries, affiliates, successors or assigns (together, the “Company”).

I further certify that I have complied with all the terms of the Company’s At-Will Employment, Confidential Information, Invention Assignment and Arbitration Agreement signed by me, including the reporting of any inventions and original works of authorship (as defined therein), conceived or made by me (solely or jointly with others) covered by that agreement.

I further agree that, in compliance with the At-Will Employment, Confidential Information, Invention Assignment, and Arbitration Agreement, I will preserve as confidential all trade secrets, confidential knowledge, data or other proprietary information relating to products, processes, know-how, designs, formulas, developmental or experimental work, computer programs, data bases, other original works of authorship, customer lists, business plans, financial information or other subject matter pertaining to any business of the Company or any of its employees, clients, consultants or licensees.

I agree that for a period of six (6) months immediately following the termination of my relationship with the Company for any reason, whether with or without cause, I shall not either directly or indirectly solicit, induce, recruit or encourage any of the Company’s employees to leave their employment or customers to remove or reduce their business with, or take away such employees or customers, or attempt to solicit, induce, recruit, encourage or take away employees or customers of the Company, either for myself or for any other person or entity.

Date: _________________________________

______________________________________________

(Employee’s Signature)

_______________________________________________

(Type/Print Employee’s Name)

EXHIBIT C

CONFLICT OF INTEREST GUIDELINES

It is the policy of Vertex Energy, Inc., a Nevada corporation (the “Company”) to conduct its affairs in strict compliance with the letter and spirit of the law and to adhere to the highest principles of business ethics.  Accordingly, all officers, employees and independent contractors must avoid activities which are in conflict, or give the appearance of being in conflict, with these principles and with the interests of the Company.  The following are potentially compromising situations which must be avoided.  Any exceptions must be reported to an authorized officer of the Company (other than me) and written approval for continuation must be obtained.

1.           Revealing confidential information to outsiders or misusing confidential information.  Unauthorized divulging of information is a violation of this policy whether or not for personal gain and whether or not harm to the Company is intended.  (The At-Will Employment, Confidential Information, Invention Assignment and Arbitration Agreement elaborates on this principle and is binding).

Accepting or offering substantial gifts, excessive entertainment, favors or payments which may be deemed to constitute undue influence or otherwise be improper or embarrassing to the Company.

Participating in civic or professional organizations that might involve divulging confidential information of the Company.

Initiating or approving personnel actions affecting reward or punishment of employees or applicants where there is a family relationship or is or appears to be a personal or social involvement.

Initiating or approving any form of personal or social harassment of employees.

Investing or holding outside directorship in suppliers, customers, or competing companies, including financial speculations, where such investment or directorship might influence in any manner a decision or course of action of the Company.

Borrowing from or lending to employees, customers or suppliers.

Acquiring real estate of interest to the Company.

Improperly using or disclosing to the Company any proprietary information or trade secrets of any former or concurrent employer or other person or entity with whom obligations of confidentiality exist.

Unlawfully discussing prices, costs, customers, sales or markets with competing companies or their employees.

1

Making any unlawful agreement with distributors with respect to prices.

Improperly using or authorizing the use of any inventions which are the subject of patent claims of any other person or entity.

Engaging in any conduct which is not in the best interest of the Company.

Each officer, employee and independent contractor must take every necessary action to ensure compliance with these guidelines and to bring problem areas to the attention of higher management for review.  Violations of this conflict of interest policy may result in discharge without warning.

2

EX-10.2

EXHIBIT 10.2

RETENTION AND NONCOMPETITION AGREEMENT

This Retention and Noncompetition Agreement (this "Agreement") is made as of May 2, 2014 between VERTEX REFINING LA, LLC, a Louisiana limited liability company (the "Company"), and the undersigned employee (the "Employee").  Certain capitalized terms used herein but not otherwise defined shall have the meanings set forth in Section 1.

RECITALS

A.           Employee has been employed by and has rendered services to or for the benefit of Omega Holdings Company LLC, a Delaware limited liability company ("Holdings"), or a Seller (as defined below).  Holdings is the sole member of Omega Refining, LLC, a Delaware limited liability company ("Omega"), and Bango Refining NV, LLC, a Delaware limited liability company ("Bango Refining;" and along with Omega, each a "Seller" and collectively, the "Sellers").

B.           The Company and Vertex Refining NV, LLC, a Nevada limited liability company ("Bango Buyer;" and along with the Company, individually a "Buyer" and collectively, the "Buyers"), have agreed to purchase substantially all of the assets of the Sellers used in connection with the operation of Sellers' business of (1) operating oil re-refineries and, in connection therewith, purchasing used lubricating oils and re-refining such oils into processed oils and other products for the distribution, supply and sale to end-customers and (2) the provision of related products and support services (the "Business"), pursuant to the terms and conditions of an Asset Purchase Agreement made and entered into as of March 17, 2014 by and among Vertex Energy, Inc., a Nevada corporation and sole member of each of the Buyers, Buyers, Sellers and Holdings (the "Purchase Agreement").

C.           At the Initial Closing (as such term is defined in the Purchase Agreement), the Company will purchase substantially all of the assets of Omega (the "Omega Sale") and at the Second Closing (as such term is defined in the Purchase Agreement), the Bango Buyer will purchase substantially all of the assets of Bango Refining.

D.           Following the Omega Sale, the Company, directly and indirectly through their Affiliates, will continue to operate the Business, which is highly competitive.

E.           In light of, among other things, Employee's intimate knowledge of the Business and relations with customers, suppliers, employees and others having business dealings with the Business, Employee acknowledges that Employee's competition with the Business, or disclosure or use of Confidential Information (as defined below), would cause the Company and its Affiliates to suffer significant and irreparable damage, including damage resulting from a significant decrease in the value of the Business.  Accordingly, the Company desires to bind Employee to the noncompetition and confidentiality obligations contained herein, and Employee agrees to be so bound in exchange for the Retention Bonus (as defined below).

F.           Following the Omega Sale, the Company will hire and retain the Employee, and Employee desires to be hired and retained by the Company.  In consideration of such retention, the Company desires to pay Employee, and Employee accepts, the Retention Bonus (as defined below).

AGREEMENTS

In consideration of the recitals and the mutual covenants and agreements set forth in this Agreement, the parties agree as follows:

1.           Definitions.  For purposes of this Agreement, the term:

(a)           "Affiliate" means, with respect to any person or entity, any other person or entity that, directly or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, such person or entity, and the term “control” (including the terms “controlled by” and “under common control with”) means the possession, directly or indirectly, of more than 50% of the outstanding voting power of such person or entity or the power to direct or cause the direction of the management and policies of such person or entity, whether through ownership of voting securities, by contract or otherwise.

(b)           "Cause" means (i) the Employee's conviction of, or a plea of guilty or nolo contendere to, a felony or a crime involving moral turpitude, (ii) any intentional or willful misappropriation by the Employee of funds or property of the Company, (iii) any violation by the Employee of the terms of any covenant not to compete or confidentiality agreement with respect to the Company, (iv) any material failure of the Employee that is intentional or willful, or any material refusal of the Employee, to perform the duties reasonably assigned to him, or (v) any other intentional, fraudulent or gross misconduct by the Employee which is demonstrably injurious to the Company.

(c)           "Competitive Business" means any business or activity which competes, within the Restricted Territory (as defined below), with the business (including without limitation the Business) of the Company or any of its Affiliates in which business Employee was materially engaged or involved at any time during the twelve (12) month period immediately preceding the Employment Termination Date.  The term "Restricted Territory" means the territory that includes any states of the United Statesin which the particular business of the Company, any of its Affiliates or Holdings, referenced in the foregoing sentence, is or was conducted or engaged.  For purposes of this provision, a business shall be deemed to "compete" within the Restricted Territory if it has operations or employees in, markets or sells products or services in, has customers in or solicits business from Persons in the Restricted Territory.  A business of the Company, any of its Affiliates or Holdings shall be deemed to be "conducted or engaged" where it has operations, employees, or customers, where it markets or sells products or services, or where Persons are located which or whom the business solicits to purchase its products or services.

(d)           "Confidential Information" means all ideas, information, knowledge and discoveries, whether or not patentable, trademarkable or copyrightable, that are not generally known in the trade or industry and about which Employee has knowledge as a result of Employee’s employment with the Company, any of its Affiliates or Holdings, or participation in, or direct or indirect beneficial ownership of, the Company, any of its Affiliates or Holdings, including product specifications, manufacturing procedures, methods, equipment, compositions, technology, patents, know-how, inventions, improvements, designs, business plans, marketing plans, cost and pricing information, internal memoranda, formula, development programs, sales methods, customer, supplier, sales representative, distributor, licensor and licensee lists, mailing lists, customer usages and requirements, computer programs, information constituting “trade secrets” under applicable law and other confidential technical or business information and data.  Notwithstanding the foregoing, the term “Confidential Information” shall not include any information that now or hereafter is in the public domain through no fault of the Employee.

2

(e)           "Disability" has the meaning provided in Section 409A of the Internal Revenue Code of 1986, as amended.

(f)           "Effective Date" means the date on which the Omega Sale is consummated.

(g)           "Employment Termination Date" means the date on which the Employee is no longer employed, for whatever reason, by at least one of the following: (i) the Company or (ii) any Affiliate of the Company.

(h)           "Person" means an individual, corporation, partnership, limited liability company, business trust, joint stock company, association, trust, unincorporated organization, joint venture, governmental authority or other entity.

(i)           "Retention Bonus" means an amount in cash equal to $150,000.

2.           Retention Bonus.  Subject to the Employee's continued employment by the Company through the applicable payment date, the Company will pay the Employee as follows:

(a)           The Company will make a first payment of 50% of the Retention Bonus to the Employee on the Effective Date;

(b)           The Company will make a second payment of 50% of the Retention Bonus on the six-month anniversary of the Effective Date (or, if such date is not a business day, on the first business day following such date) provided the Employee shall have remained in the continuous employment of the Company (or one of its Affiliates) during the period from the Effective Date until such second payment date; provided, however, that continuous employment until such date shall not be a condition to receipt of this second payment if the Employee's employment has been terminated by the Company without Cause or due to the death or Disability of the Employee.

3.           Employment Relationship.  Nothing in this Agreement shall limit the right of the Company, any parent of the Company, or any other person that owns or controls the Company to terminate the Employee's employment or otherwise impose any obligation to continue to employ the Employee from and after the Effective Date.

4.           Tax Withholding.  The Company may withhold from any payments to the Employee pursuant to this Agreement such federal, state, local or other taxes as shall be required to be withheld pursuant to any applicable law or regulation.

5.           Noncompetition; Nonsolicitation Generally.  For a period of two (2) months from and after the Employment Termination Date, Employee shall not, either individually or as an employee, officer, principal, agent, partner, shareholder, owner, trustee, beneficiary, co-venturer, contractor, distributor, consultant or otherwise, directly or indirectly:

(a)           In a capacity similar to Employee's capacity with the Company, any of its Affiliates or Holdings in the twelve (12) months prior to the Employment Termination Date, or any other capacity reasonably likely to involve the use or disclosure of Confidential Information, participate in, become associated with, provide assistance to, or engage in or have a financial interest in any Competitive Business;

3

(b)           Except on behalf of the Company or any of its Affiliates, solicit, induce or otherwise offer employment or engagement as an independent contractor to, or engage in discussions regarding employment or engagement as an independent contractor with, any person who is or was an employee, commissioned salesperson or consultant of, or who performed similar services for, the Company or its Affiliates, or assist any third party with respect to any of the foregoing, unless such person has been separated from his or her employment or other relationship with the Company and each of its Affiliates for a period of six (6) consecutive months; or

(c)           Engage in any practice the purpose of which is to evade the provisions of the foregoing noncompetition and nonsolicitation covenants.

Provided, however, that the foregoing shall not prohibit the ownership of not more than 2% of the securities of any corporation or other entity that is listed on a national securities exchange or traded in the national over-the-counter market, provided that Employee does not have any active participation in the business or management of such corporation or other entity.  Employee acknowledges and agrees that the duration, scope and activity restrictions of this Section 5 are reasonable.

6.           Confidential Information.

(a)           From and after the date of this Agreement, until a date that is two (2) years after the Employment Termination Date, Employee shall not, directly or indirectly, (a) use any Confidential Information for any purpose other than on behalf of and with the consent of the Company or any of its Affiliates,(b) disclose any Confidential Information to any person or entity other than the Company or any of its Affiliates, (c) keep or make copies of any documents, records or property containing any Confidential Information, or (d) assist any other person or entity in engaging in any of the foregoing, except to the extent necessary (i) to comply with the express terms of any agreement between Employee and the Company or any of its Affiliates, (ii) to comply with the express terms of a request by the Company or any of its Affiliates, or (iii) to perform Employee's employment duties and responsibilities on behalf of the Company or any of its Affiliates.  Notwithstanding the foregoing, Employee may disclose Confidential Information at such times, in such manner and to the extent such disclosure is required by applicable law, provided that Employee (x) provides the Company with prior written notice thereof, (y) limits such disclosure to what is strictly required, and (z) attempts to preserve the confidentiality of any Confidential Information so disclosed.  In addition, even after the aforementioned period, Employee shall not disclose to others or use any Confidential Information that constitutes a trade secret, or any information that the Company or any of its Affiliates received from a third party and continues to hold in confidence.  Nothing in this Agreement reduces any obligation of Employee to comply with applicable laws or orders relating to trade secrets, confidential information and unfair competition.  If, at any time on or after the date of this Agreement, Employee discovers that Employee is in personal possession of any records containing any Confidential Information, then Employee shall immediately deliver such records to the Company, without retaining any copy or summary thereof.  Employee shall not assert a waiver or loss of confidential or privileged status of the information based upon such possession or discovery.

4

(b)           Nothing in this Agreement is intended to in any way limit or negate Employee's duties and obligations or the Company's rights under the common law of torts or trade secrets, or under any statute relating to trade secrets or the protection of confidential or proprietary information where such law provides the Company with broader protection than that provided herein.  In addition to the Company's rights and the Employee's duties as specifically set out in this Agreement, the Company will retain all such rights, and Employee will be bound by all such duties to protect Confidential Information, the Company's trade secrets, and other information regarding the Company's business, as are or may be provided under the law (including but not limited to statutory, regulatory and common law).

7.           Consideration.  Employee acknowledges that the Retention Bonus paid pursuant to this Agreement is adequate consideration for Employee's execution, delivery and performance of this Agreement, including the noncompetition and nonsolicitation covenants contained herein.  Employee further acknowledges that the consideration described in this Section 7 shall not constitute, and shall not be construed to constitute, any type of limitation on the rights and remedies (including the amount of monetary damages) available to the Company and its Affiliates in the event of any breach or threatened breach of this Agreement.

8.           Miscellaneous.

(a)           Assignment.  The Company may sell, assign or otherwise transfer this Agreement, in whole or in part, to any person or entity that purchases all or any portion of the Business.  Employee shall not assign, transfer or otherwise encumber this Agreement or  Employee's rights or obligations hereunder, in whole or in part, whether voluntarily or by operation of law, without the prior written consent of the Company, and any such attempted assignment without such consent shall be void and without legal effect.

(b)           Parties in Interest.  This Agreement shall be binding upon, inure to the benefit of, and be enforceable by the parties and their respective permitted successors and permitted assigns.  In addition, Employee acknowledges and agrees that the Company's Affiliates are third-party beneficiaries of this Agreement and shall have the right to enforce the provisions of this Agreement to protect their respective rights and interests.  There are and shall be no other third-party beneficiaries of this Agreement.

(c)           Severability.  If any court of competent jurisdiction determines that the provisions of this Agreement, including the provisions set forth in Section 5 and Section 6 are illegal or excessively broad as to duration, scope or activity, then such provisions shall be construed so that the remaining provisions of this Agreement shall not be affected, but shall remain in full force and effect, and any such illegal or overly broad provisions shall be deemed, without further action on the part of any person or entity, to be modified, amended and/or limited, but only to the extent necessary to render the same valid and enforceable in the applicable jurisdiction.

(d)           Amendment.  This Agreement may be amended or supplemented only pursuant to a written instrument executed and delivered by each party; provided, however, that the Company may, in its reasonable discretion, require the execution of any such amendment, modification or supplement by Employee.

5

(e)           Waiver.  No waiver by any party of any of the provisions of this Agreement shall be effective unless expressly set forth in writing and executed by the party so waiving.  Except as provided in the preceding sentence, no action taken pursuant to this Agreement, including any investigation by or on behalf of any party, shall be deemed to constitute a waiver by the party taking such action of compliance with any provision of this Agreement.  The waiver by any party of a breach of any provision of this Agreement shall not operate or be construed as a waiver of any subsequent breach.

(f)           Equitable Relief and Attorneys' Fees.  Employee agrees that (i) any breach by Employee of the provisions of Section 5 or Section 6 will result in irreparable injury to the Company and its Affiliates for which a remedy at law would be inadequate and (ii) in addition to any relief at law that may be available to the Company and its Affiliates for such breach and regardless of any other provision contained in this Agreement, the Company and its Affiliates shall be entitled to injunctive and other equitable relief as a court may grant, without the need to post a bond.  This Section 8(f) shall not be construed to limit the right of the Company and its Affiliates to obtain equitable relief for other breaches of this Agreement under general equitable standards.  The Company shall also be entitled to its reasonable attorneys' fees and costs associated with enforcing, or recovering damages for a breach of, any of the provisions of Section 5 or 6 of this Agreement.

(g)           Counterparts.  This Agreement may be executed by signatures exchanged via facsimile or other electronic means (including email delivery of PDF signatures) and in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

[Signature page follows.]

6

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

VERTEX REFINING LA, LLC

By: /s/ Chris Carlson

Name: Chris Carlson

Its: CFO

EMPLOYEE:

/s/ Dave Peel

Dave Peel

7