Item 5.02 Departure of Directors or Certain Officers: Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers.
Departure of Officer
On April 24, 2019, Lynn L. Bourdon III, Chairman of the Board of Directors (the Board), President and Chief Executive Officer
of American Midstream GP, LLC (the General Partner), a Delaware limited liability company and the general partner of American Midstream Partners, LP (the Partnership), resigned from all of his positions with the General
Partner and its affiliates, such resignation to be effective on May 3, 2019. In connection with Mr. Bourdons resignation, the General Partner and Mr. Bourdon entered into a Separation and Release Agreement by and among the
General Partner, Mr. Bourdon, and for purposes of Section 3 and Section 16 only, LB3 Services, a Texas general partnership (LB3), dated as of April 24, 2019 (the Separation Agreement).
Under the terms of the Separation Agreement, the General Partner agreed to pay Mr. Bourdon (i) a cash payment of $1,200,000, which
represents the sum of Mr. Bourdons 2019 base salary plus his target annual cash bonus for 2019, less any applicable federal, state, and local withholdings, taxes and any other deductions required by law (ii) a cash payment in an
amount equal to 12 months of COBRA continuation coverage for Mr. Bourdon and his dependents, less any applicable federal, state, and local withholdings, taxes and any other deductions required by law and (iii) a cash payment of $1,740,071,
which represents payment for Mr. Bourdons 154,673 unvested phantom units pursuant to the General Partners Amended and Restated Long Term Incentive Plan (the LTIP), less any applicable federal, state, and local
withholdings, taxes and any other deductions required by law. Mr. Bourdon will forfeit 200,000 options issued pursuant to the LTIP for no consideration. The Separation Agreement also provides for the General Partners repurchase of all
vested Class C Units in the General Partner held by LB3 for $450,000. For the avoidance of doubt, all unvested Class C Units in the General Partner held by LB3 will be forfeited and canceled for no consideration. Mr. Bourdon is the
sole partner of LB3. There were no disagreements between Mr. Bourdon and the Partnership or the General Partner or any officer or director of the Partnership or the General Partner which led to Mr. Bourdons resignation.
The foregoing description of the Separation Agreement does not purport to be complete and is qualified in its entirety by reference to the
full text of the Separation Agreement, which is attached hereto as Exhibit 10.1, and is incorporated herein by reference.
In connection
with Mr. Bourdons resignation, ArcLight Capital Partners, LLC (ArcLight) and Mr. Bourdon also entered into a Consulting Agreement, dated as of April 24, 2019 and effective as of May 3, 2019 (the Consulting
Agreement), pursuant to which Mr. Bourdon will provide consulting services to ArcLight until December 31, 2019. Under the terms of the Consulting Agreement, Mr. Bourdon will receive compensation of $30,000 per month.
Mr. Bourdons duties as a consultant will be to provide advice and services relating to ArcLight Energy Partners Fund V L.P.s investment in the Partnership and other potential commercial and investment opportunities in the midstream
segment.
Departure of Director
On April 24, 2019, effective May 3, 2019, Mr. Bourdon resigned from his position as a member and chairman of the Board.