Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangement of Certain Officers.
As disclosed on
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 forMr. Dorn and$709,590 forMr. 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 forMr. Dorn and 2,733 forMr. 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) forMr. Dorn and 57,341 (before settlement of distribution-equivalent rights) forMr. 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
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 ofMarch 6, 2020 , by and amongHolbrook F. Dorn ,Black Stone Natural Resources Management Company , andBlack Stone Minerals GP, L.L.C. 10.2 Separation and Consulting Agreement and General Release of Claims, dated as ofMarch 6, 2020 , by and amongBrock Morris ,Black Stone Natural Resources Management Company , andBlack Stone Minerals GP, L.L.C. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). 2
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