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VIPER ENERGY PARTNERS LP FILES (8-K) Disclosing Change in Directors or Principal Officers, Financial Statements and Exhibits(Edgar Glimpses Via Acquire Media NewsEdge) Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. Appointment of W. Duncan Kennedy as Director On September 12, 2014, W. Duncan Kennedy was appointed to the Board of Directors (the "Board") of Viper Energy Partners GP LLC (the "General Partner"), the general partner of Viper Energy Partners LP (the "Partnership"). Mr. Kennedy will serve as an independent director and has been appointed to serve as a member of the audit committee. There are no arrangements or understandings between Mr. Kennedy and any other persons pursuant to which Mr. Kennedy was selected as a director of the General Partner. There are no transactions in which Mr. Kennedy has an interest requiring disclosure under Item 404(a) of Regulation S-K. Mr. Kennedy will receive the same compensation for his service on the Board as the other non-employee directors of the General Partner in accordance with the General Partner's policies for compensating non-employee directors, including any long-term equity incentive awards under the General Partner's Long-Term Incentive Plan. This compensation includes an annual cash retainer of $47,500 for serving as a director plus an additional $10,000 for serving on the audit committee, payable quarterly in arrears, and a grant of options to purchase restricted common units pursuant to the General Partner's Long-Term Incentive Plan. The General Partner and the Partnership agreed to enter into an indemnification agreement with Mr. Kennedy in a form consistent with that approved by the Board and filed as Exhibit 10.4 to the Current Report on Form 8-K filed on June 23, 2014, which Exhibit is incorporated herein by reference. Among other things, the indemnification agreement requires the Partnership to indemnify Mr. Kennedy to the fullest extent permitted by law against expenses incurred as a result of any proceeding in which he is involved by reason of his service to the Partnership and, if requested, to advance expenses incurred as a result of any such proceeding to Mr. Kennedy. The foregoing description is not complete and is qualified in its entirety by reference to the full text of the form of indemnification agreement, which is incorporated herein by reference. Item 9.01. Financial Statements and Exhibits. Exhibits. Exhibit Number Description 10.1 Form of Indemnification Agreement (incorporated by reference to Exhibit 10.4 of the Partnership's Current Report on Form 8-K (File No. 001-36505) filed on June 23, 2014). -------------------------------------------------------------------------------- |