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


           Appointment of Certain Officers; Compensatory Arrangement of Certain
           Officers.

As disclosed on Black Stone Minerals, L.P.'s (the "Partnership") Form 8-K filed February 25, 2020, Holbrook F. Dorn and Brock Morris (each an "Executive" and, collectively, the "Executives") stepped down from their positions as Senior Vice President, Business Development and Senior Vice President, Engineering and Geology, respectively, of the general partner of the Partnership (the "General Partner") on February 24, 2020. On March 6, 2020, Black Stone Natural Resources Management Company (the "Employer") and the General Partner entered into a Separation and Consulting Agreement and General Release of Claims (collectively, the "Agreements") with each of the Executives substantially consistent with their existing severance agreements.

Pursuant to the Agreements, so long as such Executive does not revoke his acceptance of his applicable Agreement within the time provided to do so and satisfies the other terms and conditions of the applicable Agreement, such Executive will receive the following consideration in accordance with the terms of such Executive's severance agreement with the Employer and the applicable equity award agreements with the General Partner:



     •  A lump sum cash payment in the following amounts: $752,596 for Mr. Dorn
        and $709,590 for Mr. Morris;


     •  For a period of up to 12 months (or until the Executive is eligible to be
        covered under another employer's group health plan), monthly reimbursement
        for the cost of COBRA continuation coverage;


     •  Accelerated vesting of a pro-rated portion of such Executive's outstanding
        restricted common units in the Partnership (the "Common Units") in the
        following amounts: 3,696 for Mr. Dorn and 2,733 for Mr. Morris; and


     •  Accelerated vesting of a pro-rated portion of such Executive's outstanding
        performance units and associated distribution-equivalent rights, settled
        through the issuance of Common Units in the following amounts: 77,578
        (before settlement of distribution-equivalent rights) for Mr. Dorn and
        57,341 (before settlement of distribution-equivalent rights) for
        Mr. Morris.

Except as modified as described above, each Executive remains subject to the confidentiality, non-competition, non-solicitation and non-disparagement covenants set forth in such Executive's severance agreement with the Employer; however, each Executive has agreed to increase the prohibited period applicable to such non-competition and non-solicitation covenants to 24 months following February 24, 2020, in exchange for a reduction in the size of the restricted area applicable to each Executive's existing non-competition covenants.

The foregoing description does not purport to be complete and is qualified by reference to the full text of the Agreements, copies of which are filed as Exhibits 10.1 and 10.2 hereto.

Item 9.01. Financial Statements and Exhibits.




(d) Exhibits


 Exhibit
 Number                                      Description

   10.1            Separation and Consulting Agreement and General Release of Claims,
                 dated as of March 6, 2020, by and among Holbrook F. Dorn, Black
                 Stone Natural Resources Management Company, and Black Stone Minerals
                 GP, L.L.C.

   10.2            Separation and Consulting Agreement and General Release of Claims,
                 dated as of March 6, 2020, by and among Brock Morris, Black Stone
                 Natural Resources Management Company, and Black Stone Minerals GP,
                 L.L.C.

   104           Cover Page Interactive Data File (embedded within the Inline XBRL
                 document).


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