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


           Appointment of Certain Officers; Compensatory Arrangements of Certain
           Officers

On March 1, 2023, Solaris Oilfield Infrastructure, Inc. (the "Company") approved the Solaris Oilfield Infrastructure, Inc. Executive Change in Control Severance Plan (the "Plan"), effective March 1, 2023, covering the employees designated by the Compensation Committee of the Board of Directors of the Company, which include the Chief Executive Officer, other named executive officers and certain other key executives and employees. Capitalized terms and phrases used but not defined herein will have the respective meanings given to them in the Plan.

Under the Plan, if the Company terminates a Participant's employment with the Company or any Affiliate without Cause or upon the Participant's resignation for Good Reason during the 90 days prior to or 12-month period following a Change in Control, then the Participant is eligible to receive the following Severance Benefits:

· Severance payable in a lump sum in an amount equal to a multiplier of either


   2.5 or 3.0 (based on the Participant's tier in the Plan (the "Tier"))
   multiplied by the sum of (A) the Participant's annual Base Salary and (B) the
   Participant's target annual bonus for the year in which the Termination Date
   occurs, payable within sixty (60) days of the Termination Date;

· An additional lump sum payment equal to 18 or 24 (based on the Participant's


   Tier) times the monthly premium for the Participant's and his or her
   dependents' participation in the Company's group health plans pursuant to the
   Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, less the
   amount of employee contributions that would apply to such participation if the
   Participant were an active employee, each determined as of the Termination
   Date, payable within sixty (60) days following the Termination Date;

· Payment of any earned but unpaid annual bonus, if any, for the fiscal year


   preceding the fiscal year in which the Termination Date occurs, payable on the
   date when bonuses are paid to the Company's executives for such fiscal year and
   in all events in the fiscal year that includes the Termination Date, plus an
   additional lump sum payment equal to a pro-rata portion of the target annual
   bonus that the Participant was eligible to earn for the fiscal year in which
   the Termination Date occurs, based on the number of days the Participant was
   employed during such fiscal year, payable within sixty (60) days following the
   Termination Date; and

· Full vesting of all of the Participant's outstanding unvested restricted stock

units (and any other outstanding and unvested equity incentive awards);

provided that, with respect to any PSUs, all performance goals or other vesting

criteria will be deemed achieved at the greater of (i) 100% of the target

number of PSUs or (ii) the actual achievement applicable performance objectives

for such PSUs determined as of the Termination Date and all other terms and

conditions will be deemed met.

A Participant's rights to any Severance Benefits under the Plan upon a Qualifying Termination are conditioned upon (i) the Participant executing and not revoking a valid separation and general release of claims agreement in a form acceptable to the Company (the "Release") and (ii) the Release becoming effective and irrevocable in accordance with its terms within sixty (60) days following the Participant's Termination Date.

The foregoing summary of the Plan is qualified in its entirety by reference to the full text of the Plan, a copy of which is attached as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.






(d) Exhibits.



Exhibit
 Number                                 Description
  10.1        Form of Solaris Oilfield Infrastructure, Inc. Executive Change in
            Control Severance Plan, effective as of March 1, 2023.
   104      Cover Page Interactive Data File (formatted as inline XBRL).




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