Item 5.02 Departure of Directors or Certain Officers; Election of Directors;


          Appointment of Certain Officers; Compensatory Arrangements of Certain
          Officers.




(e)    Option Grants

Effective May 14, 2021, the Board of Directors and Compensation Committee of the Board of Directors of Vertex Energy, Inc. (the "Company"), in connection with the Company's annual equity compensation review, approved:

(a) the grant of incentive stock options to purchase 1,021,240 shares of the


     Company's common stock to twenty-two officers and/or employees of the
     Company, in consideration for services rendered, including to Benjamin P.
     Cowart, the President and Chief Executive Officer of the Company (options to
     purchase 96,620 shares); Chris Carlson, the Chief Financial Officer and
     Secretary of the Company (options to purchase 67,360 shares); and John
     Strickland, the Chief Operating Officer of the Company (options to purchase
     42,360 shares)(collectively, the "Officer/Employee Options"); and

(b) the grant of non-qualified stock options to purchase shares of the Company's


     common stock to each of the five non-executive members of the Board of
     Directors of the Company, Messrs. Dan Borgen, David Phillips, Christopher
     Stratton, Timothy C. Harvey and James P. Gregory (options to purchase 60,000
     shares each, or 300,000 in aggregate)(the "Non-Executive Director Options"
     and together with the Officer/Employee Options, the "Options").

The Options were granted under the Company's 2019 Equity Incentive Plan (the "Plan") and the Options (other than Mr. Cowart's Options) had a term of ten years; provided that Mr. Cowart's Options had a term of five years, subject in all cases to the terms and conditions of the Plan and the award agreements to be entered into to evidence such grants, and each officer's, employee's and/or director's continued service with the Company. The Options vest to each individual at the rate of 1/4th of such awarded Options per year on each of May 14, 2022, 2023, 2024 and 2025. The Options (other than Mr. Cowart's) had an exercise price of $1.92 per share, the closing sales price of the Company's common stock on the NASDAQ Capital market on May 14, 2021 (the "Market Price"); provided that Mr. Cowart's Options had an exercise price of $2.12 per share, representing 110% of the Market Price. The Plan has been registered on a Form S-8 Registration Statement previously filed by the Company with the Securities and Exchange Commission.

The description of the Options above is qualified in its entirety by the terms of the Option Agreements evidencing each grant, a form of which is incorporated by reference herein as Exhibit 10.2, and the terms of which are incorporated by reference in this Item 5.02.




Item 8.01 Other Events.

The description of the Non-Executive Director Options and the Officer/Employee Options (to the extent not granted to executive officers of the Company) set forth in Item 1.01 above, is incorporated into this Item 8.01 by reference.

Item 9.01 Financial Statements and Exhibits.






Exhibit
  No.     Description

 10.1       Vertex Energy, Inc. 2019 Equity Incentive Plan (Filed as Exhibit 10.1
          to the Current Report on Form 8-K filed by the Company with the
          Securities and Exchange Commission on November 1, 2019, and incorporated
          herein by reference)(File No. 001-11476)
 10.2       Form of 2019 Equity Incentive Plan Stock Option Agreement (Filed as
          Exhibit 10.3 to the Current Report on Form 8-K filed by the Company with
          the Securities and Exchange Commission on June 23, 2020, and
          incorporated herein by reference)(File No. 001-11476)

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