STONEMOR PARTNERS LP (Form: 8-K, Received: 03/23/2018 17:31:11)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_____________________

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): March 19, 2018

StoneMor Partners L.P.

(Exact name of Registrant as Specified in Its Charter)



Delaware	001-32270	80-0103159
(State or other jurisdiction of incorporation)	(Commission file number)	(I.R.S. Employer Identification No.)



3600 Horizon Boulevard Trevose, Pennsylvania		19053
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code (215) 826-2800

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐



Item 5.02	Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Awards of Phantom Units

On March 19, 2018, the Compensation and Nominating and Governance Committee (the “Committee”) of the Board of Directors (the “Board”) of StoneMor GP LLC (“StoneMor GP”), the general partner of StoneMor Partners L.P. (the “Partnership”), approved phantom unit awards consisting of phantom units subject to time-based vesting (“TVUs”) and phantom units subject to performance-based vesting (“PVUs”) to certain members of StoneMor GP’s senior management, including Mark L. Miller, Chief Financial Officer and Senior Vice President of StoneMor GP, and Austin K. So, General Counsel, Chief Legal Officer and Secretary of StoneMor GP. The awards of phantom units were made under the StoneMor Partners L.P. 2014 Long-Term Incentive Plan (the “Plan”). Messrs. Miller and So each received two awards: one that was intended to be granted in 2017 but had been delayed due to the delay in the Partnership’s filing of certain periodic reports with the Securities and Exchange Commission, and the other intended to be part of the 2018 compensation program for them.

Mr. Miller received one award consisting of an aggregate of 23,149 phantom units, of which 13,889 were TVUs and 9,260 were PVUs (the “2017 Miller Phantom Unit Award”), and another award consisting of an aggregate of 32,751 phantom units, 16,376 of which were TVUs and 16,375 of which were PVUs (the “2018 Miller Phantom Unit Award”). Mr. So received one award consisting of an aggregate of 19,290 phantom units, of which 11,574 were TVUs and 7,716 were PVUs (the “2017 So Phantom Unit Award” and, together with the 2017 Miller Phantom Unit Award, the “2017 Awards”), and another award consisting of an aggregate of 27,293 phantom units, 13,647 of which were TVUs and 13,646 of which were PVUs (the “2018 So Phantom Unit Award” and, together with the 2018 Miller Phantom Unit Award, the “2018 Awards”).

Messrs. Miller’s and So’s TVUs shall vest, if at all, in three equal annual installments on each April 3 (or first business day thereafter) commencing on April 3, 2018 with respect to the 2017 Awards and April 3, 2019 with respect to the 2018 Awards. Messrs. Miller’s and So’s PVUs shall vest based on the extent, if any, to which the Committee determines that the performance conditions established by the Committee for calendar years 2018 and 2019 with respect to the 2017 Awards and for calendar years 2018, 2019 and 2020 with respect to the 2018 Awards have been achieved or waived in writing, as follows: (i) if the “threshold” performance condition with respect to a calendar year has been achieved or waived but not the “target” condition, then 50% of the PVUs subject to vesting with respect to such year (rounded down to the nearest whole phantom unit) shall vest; and (ii) if the “target” performance condition with respect to a calendar year has been achieved or waived, then 100% of the PVUs subject to vesting with respect to such year shall vest.

In connection with the 2017 Awards and 2018 Awards, Messrs. Miller and So entered into Key Employee Unit Award Agreements with StoneMor GP having such other terms and conditions as are described under the heading “Adoption of Form of Key Employee Unit Agreements” of this Item 5.02 of this Current Report on Form 8-K.

The foregoing summary of the 2017 Awards and the 2018 Awards is not intended to be complete and is qualified in its entirety by reference to the Key Employee Unit Agreements entered into in connection therewith, copies of which are filed as Exhibits 10.1, 10.2, 10.3 and 10.4 to this Current Report on Form 8-K and are incorporated by reference herein.

Award of Restricted Units

In accordance with Mr. Miller’s employment agreement and pursuant to the terms of an Executive Restricted Unit Agreement entered into as of March 19, 2018 (the “Miller Restricted Unit Agreement”), the Committee granted to Mr. Miller 14,556 restricted common units in the Partnership. Such restricted common units will vest, if at all, in equal monthly installments over a two year period and have rights to distributions consistent with fully vested common units in the Partnership.

The foregoing summary of the Miller Restricted Unit Agreement is not intended to be complete and is qualified in its entirety by reference to the Miller Restricted Unit Agreement, a copy of which is filed as Exhibit 10.5 to this Current Report on Form 8-K and is incorporated by reference herein.

Discretionary Cash Bonuses

On March 19, 2018, the Committee approved discretionary cash bonuses for 2017 to certain members of StoneMor GP’s senior management, including a bonus in the amount of $50,000 payable to Mr. Miller and $93,750 payable to Mr. So. The bonuses are payable in accordance with StoneMor GP’s regular payroll practices.

Adoption of Forms of Key Employee Unit Agreements

On March 19, 2018, the Committee adopted a form of Key Employee Unit Agreement which sets forth the terms for awards of phantom units under the Plan for 2017 (the “2017 Form Key Employee Unit Agreement”) and a form of Key Employee Unit Agreement which sets forth the terms for awards of phantom units under the Plan for 2018 and thereafter (the “Form Key Employee Unit Agreement”). The 2017 Form Key Employee Unit Agreement and Form Key Employee Unit Agreement are substantially the same, except that the 2017 Form Key Employee Unit Agreement provides that StoneMor GP has no obligation to issue PVUs with respect to 2017 because none would have vested based on the failure to achieve the performance conditions that had been established by the Committee for such year by the time such awards were made. Each of the 2017 Form Key Employee Unit Agreement and Form Key Employee Unit Agreement includes provisions that reflect the following:


•	the aggregate number of phantom units granted under the Plan to the applicable participant and the number of such phantom units that consist of TVUs and the number of such phantom units that consist of PVUs;


•	the vesting schedule with respect to TVUs and the number of PVUs that vest if only the “threshold” performance condition is achieved and the number of PVUs that vest if the “target” performance condition is achieved;


•	PVUs generally shall vest on the date on which the Committee has determined the extent, if any, to which the respective performance conditions have been achieved or waived in writing by the Committee;


•	certificates for any common units issuable upon settlement of any phantom units granted under the agreement shall be issued to the participant upon the vesting of any TVUs or PVUs, subject to the provisions of the Plan and further subject to the participant paying, or making suitable arrangements to pay, all applicable taxes;

•

unvested phantom units (whether TVUs or PVUs) shall not be entitled to receive distributions made by the Partnership to holders of common units; however, StoneMor GP will maintain a DER Account (as defined in the Plan), which shall not earn interest, for each participant which shall be credited with the distributions which would have been paid to the unvested phantom units had such phantom units been outstanding from and after the date of grant;

•

with respect to phantom units that have vested, payments of the amount in the DER Account with respect to such vested phantom units shall commence as soon as administratively feasible and StoneMor GP may, at its option, pay up to fifty percent (50%) of the amount in the DER Account in the form of common units, rather than cash, such common units to be valued at the closing price on the last business day prior to the distribution of the common units, provided such common units can be immediately sold by the participant;


•	all payments of the amount in the DER Account shall be conditioned on the participant paying, or by making suitable arrangements to pay, all applicable tax withholdings in accordance with certain provisions of the Internal Revenue Code and the regulations thereunder;


•	effective simultaneously with the consummation of a Change of Control (as defined in the Plan including the last sentence thereof applicable to 409A Awards (as defined in the Plan)), any unvested TVUs and PVUs shall vest in their entirety;


•	all unvested TVUs and PVUs are subject to forfeiture in the event of the termination of the employment of the participant (whether voluntary or involuntary and regardless of the reason for the termination, or for no reason whatsoever) with StoneMor GP or its affiliates, unless the participant’s employment is on that date transferred to StoneMor GP or another of its affiliates; and

•

all phantom units and related DERs are subject to clawback under any clawback policies which are adopted by the Committee, as amended from time to time, including, but not limited to, clawback listing requirements of the New York Stock Exchange imposed by Securities and Exchange Commission rules adopted pursuant to Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010.

The 2017 Form Key Employee Unit Agreement and Form Key Employee Unit Agreement also include various other covenants and provisions customary for an agreement of this nature.

The foregoing summary of the 2017 Form Key Employee Unit Agreement and Form Key Employee Unit Agreement is not intended to be complete and is qualified in its entirety by reference to the 2017 Key Employee Unit Agreement and Key Employee Unit Agreement, copies of which are filed as Exhibits 10.6 and 10.7, respectively, to this Current Report on Form 8-K and are incorporated by reference herein.



Item 9.01	Financial Statements and Exhibits

(d) Exhibits.



Exhibit Number	Description
10.1	Key Employee Unit Agreement under the StoneMor Partners L.P. 2014 Long-Term Incentive Plan, dated as of March 19, 2018 by and between StoneMor GP LLC and Mark L. Miller (2017 Award).
10.2	Key Employee Unit Agreement under the StoneMor Partners L.P. 2014 Long-Term Incentive Plan, dated as of March 19, 2018 by and between StoneMor GP LLC and Mark L. Miller (2018 Award).
10.3	Key Employee Unit Agreement under the StoneMor Partners L.P. 2014 Long-Term Incentive Plan, dated as of March 19, 2018 by and between StoneMor GP LLC and Austin K. So (2017 Award).
10.4	Key Employee Unit Agreement under the StoneMor Partners L.P. 2014 Long-Term Incentive Plan, dated as of March 19, 2018 by and between StoneMor GP LLC and Austin K. So (2018 Award).
10.5	Executive Restricted Unit Agreement under the StoneMor Partners L.P. 2014 Long-Term Incentive Plan, entered into as of March 19, 2018, by and between StoneMor GP LLC and Mark L. Miller.
10.6	Form of 2017 Key Employee Unit Award Agreement under StoneMor Partners L.P. 2014 Long-Term Incentive Plan.
10.7	Form of Key Employee Unit Award Agreement under StoneMor Partners L.P. 2014 Long-Term Incentive Plan.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.



Date: March 23, 2018	STONEMOR PARTNERS L.P. By: StoneMor GP LLC its general partner
	By: /s/ Mark L. Miller Mark L. Miller Chief Financial Officer and Senior Vice President

KEY EMPLOYEE UNIT AGREEMENT UNDER THE

STONEMOR PARTNERS L.P. LONG-TERM INCENTIVE PLAN

This Key Employee Unit Agreement (the “ Agreement ”) entered into as of March 19, 2018 (the “ Agreement Date ”), by and between StoneMor GP LLC (the “ Company ”), the general partner of and acting on behalf of StoneMor Partners L.P., a Delaware limited partnership (the “ Partnership ”), and Mark L. Miller (the “ Participant ”), a key employee of the Company of its Affiliates (as defined in the Plan).

BACKGROUND :

In order to make certain awards to key employees, directors and consultants of the Company and its Affiliates, the Company maintains on behalf of the Partnership the StoneMor Partners L.P. 2014 Long-Term Incentive Plan (the “ Plan ”). The Plan is administered by a Committee (as defined in the Plan) of the Board of Directors (“ Board ”) of the Company. The Committee has determined to grant to the Participant, pursuant to the terms and conditions of the Plan, an award (the “ Award ”) of Phantom Units (as defined in the Plan), conditioned on satisfying time vesting (“ Time Vested Units ”) and performance vesting (“ Performance Vested Units ”) conditions set forth in this Agreement. The Participant has determined to accept such Award. Any initially capitalized terms and phrases used in this Agreement, but not otherwise defined herein, shall have the respective meanings ascribed to them in the Plan.

NOW, THEREFORE , the Company, acting on behalf of the Partnership, and the Participant, each intending to be legally bound hereby, agree as follows:

ARTICLE 1

AWARD OF UNITS

1.1 Grant of Phantom Units and Vesting . The Participant is hereby granted an aggregate of 23,149 Phantom Units under the Plan, consisting of 13,889 Time Vested Units and 9,260 Performance Vested Units, conditioned on satisfying the applicable vesting conditions set forth in this Agreement and on Exhibit A attached hereto, subject to Section 1.2 hereof. The Participant acknowledges and agrees that the Company has no obligation to grant any Performance Vested Units with respect to 2017 because none would have vested based on the failure to achieve the performance conditions established by the Compensation Committee for such year.

The failure by the Committee to comply with such time deadlines or to advise the Participant in writing of such performance conditions shall not result in the performance conditions being deemed satisfied for any calendar year. However, the performance conditions must be established by the Committee for each such calendar year on or before December 31 of such calendar year, in the absence of which the Performance Vested Units shall vest on December 31 of such calendar year at the Target Condition level.

Certificates for any Units issuable upon settlement of any Phantom Units granted hereunder shall be issued to the Participant upon the vesting of any Time Vested Units or Performance Vested Units, subject to the provisions of the Plan, including, but not limited to, Sections 6(d) and 8(f) of the Plan, and further subject to the Participant paying, or making suitable arrangements to pay, all applicable foreign, federal, state and local taxes, as more fully provided in Section 2.3 hereof, not later than the period permitted by Regulation 1.409A-1(b)(4) entitled “Short-term deferrals” and any successor guidance under the Code.

1.2 Change of Control . Notwithstanding the provisions of Section 1.1 hereof or Exhibit A hereto, effective simultaneously with the consummation of a Change of Control (as defined in the Plan including the last sentence thereof applicable to 409A Awards), any unvested Time Vested Units and Performance Vested Units shall vest in their entirety.

1.3 Forfeiture. All unvested Time Vested Units and Performance Vested Units hereunder are subject to the forfeiture provisions of Section 1.7 hereof and to the clawback provision referenced in Section 2.2 hereof.

1.4 Disability . The term “disability”, as used herein, shall refer to a “disability” as defined in the Participant’s Employment Agreement or otherwise generally applicable to employees of the Partnership or the Company.

1.5 DER Account . The unvested Phantom Units (whether Time Vested Units or Performance Vested Units) shall not be entitled to receive distributions made by the Partnership to holders of common units. However, the Company shall maintain a DER Account for each Participant which shall be credited with the distributions which would have been paid to the unvested Phantom Units had such Phantom Units been outstanding from and after the date of this Agreement. No interest shall accrue on the DER Account.

1.6 Payment of DER Account .

the form of Units, rather than cash, such Units to be valued at the closing price on the last business day prior to the distribution of the Units, provided such Units can be immediately sold by the Participant.

(b) All payments pursuant to this Section 1.6 shall be conditioned on the Participant paying, or by making suitable arrangements to pay, all applicable foreign, federal, state and local tax withholdings as provided in Section 2.3 hereof not later than the period permitted by Regulation 1.409A-1(b)(4) entitled “Short-term deferrals” and any successor guidance under the Code.

1.7 Forfeiture of Unvested Phantom Units Upon Termination of Employment . In the event of the termination of the employment of the Participant (whether voluntary or involuntary and regardless of the reason for the termination, or for no reason whatsoever) with the Company or its Affiliates, all Phantom Units which have not vested on the date of such termination shall be deemed to be automatically forfeited, unless the Participant’s employment is on that date transferred to the Company or another Affiliate. If a Participant’s employment is with an Affiliate and that entity ceases to be an Affiliate, the Participant’s employment will be deemed to have terminated when the entity ceases to be an Affiliate unless the Participant transfers employment to the Company or its remaining Affiliates. Nothing contained herein shall be deemed to amend or otherwise modify any employment agreement between the Company and the Participant.

1.8 Nonalienation of Benefits . A Participant shall not have the right to sell, assign, transfer or otherwise convey or encumber in whole or in part the unvested Phantom Units or any payment of DERs under this Agreement, and the right to receive any payment hereunder shall not be subject to attachment, lien or other involuntary encumbrance.

ARTICLE 2

GENERAL PROVISIONS

2.1 No Right of Continued Employment . The receipt of this Award does not give the Participant, and nothing in the Plan or in this Agreement shall confer upon the Participant, any right to continue in the employment of the Company or any of its Affiliates. Nothing in the Plan or in this Agreement shall affect any right which the Company or any of its Affiliates may have to terminate the employment of the Participant.

2.2 Clawback . The Phantom Units and related DERs are subject to clawback under any clawback policies which are adopted by the Committee, as amended from time to time, including, but not limited to, clawback listing requirements of the New York Stock Exchange imposed by SEC rules adopted pursuant to Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010.

2.3 Tax Withholding . The Participant is responsible to pay to the Company, or make suitable arrangements to pay, all applicable foreign, federal, state and local tax withholdings as a condition to receiving certificates for any Units issued upon the settlement of the vested Phantom Units and as a condition to receiving payment of DERs, not later than the period permitted by Regulation 1.409A-1(b)(4) entitled “Short-term deferrals” and any successor guidance under the Code. The Company may, at its option, withhold a sufficient number of Units or cash to equal all income tax payments due from the Participant in connection with vested Phantom Units and receiving payment of DERs and shall, if it does so withhold, be responsible for paying such income tax payments on behalf of the Participant.

2.4 Administration . Pursuant to the Plan, the Committee is vested with conclusive authority to interpret and construe the Plan, to adopt rules and regulations for carrying out the Plan, and to make determinations with respect to all matters relating to this Agreement, the Plan and awards made pursuant thereto. The authority to manage and control the operation and administration of this Agreement shall be likewise vested in the Committee, and the Committee shall have all powers with respect to this Agreement as it has with respect to the Plan. Any interpretation of this Agreement by the Committee, and any decision made by the Committee with respect to this Agreement, shall be final and binding and conclusive in the absence of clear and convincing evidence that such decision was made in bad faith.

2.5 Effect of Plan; Construction . The entire text of the Plan is expressly incorporated herein by this reference and so forms a part of this Agreement. In the event of any inconsistency or discrepancy between the provisions of this Agreement and the terms and conditions of the Plan under which the Phantom Units are granted, the provisions of the Plan shall govern and prevail. The Phantom Units and this Agreement are each subject in all respects to, and the Company and the Participant each hereby agree to be bound by, all of the terms and conditions of the Plan, as the same may have been amended from time to time in accordance with its terms; provided, however, that no such amendment shall deprive the Participant, without the Participant’s consent, of any rights earned or otherwise due to the Participant hereunder.

2.6 Amendment, Supplement or Waive r . This Agreement shall not be amended, supplemented, or waived in whole or in part, except by an instrument in writing executed by the parties to this Agreement.

2.7 Captions . The captions at the beginning of each of the numbered Articles and Sections herein are for reference purposes only and will have no legal force or effect. Such captions will not be considered a part of this Agreement for purposes of interpreting, construing or applying this Agreement and will not define, limit, extend, explain or describe the scope or extent of this Agreement or any of its terms and conditions.

2.8 Governing Law . THE VALIDITY, CONSTRUCTION, INTERPRETATION AND EFFECT OF THIS AGREEMENT SHALL EXCLUSIVELY BE GOVERNED BY AND DETERMINED IN ACCORDANCE WITH THE LAW OF THE COMMONWEALTH OF PENNSYLVANIA (WITHOUT GIVING EFFECT TO THE CONFLICTS OF LAW PRINCIPLES THEREOF).

2.9 Notices . All notices, requests and demands to or upon the respective parties hereto to be effective shall be in writing, sent by facsimile, by overnight courier or by registered or certified mail, postage prepaid and return receipt requested. Notices to the Company shall be deemed to have been duly given or made upon actual receipt by the Company. Such communications shall be addressed and directed to the parties listed below (except where this Agreement expressly provides that it be directed to another) as follows, or to such other address or recipient for a party as may be hereafter notified by such party hereunder:

(a) if to the Partnership or Company: StoneMor GP LLC, 3600 Horizon Blvd, Suite 100 Trevose, PA 19053, or its then current principal office Attention: Chief Financial Officer

(b) if to the Participant: to the address for the Participant as it appears on the Company’s records.

2.10 Severability . If any provision hereof is found by a court of competent jurisdiction to be prohibited or unenforceable, it shall, as to such jurisdiction, be ineffective only to the extent of such prohibition or unenforceability, and such prohibition or unenforceability shall not invalidate the balance of such provision to the extent it is not prohibited or unenforceable, nor invalidate the other provisions hereof.

2.11 Entire Agreement; Counterparts; Construction . This Agreement constitutes the entire understanding and supersedes any and all other agreements, oral or written, between the parties hereto, in respect of the subject matter of this Agreement, and embodies the entire understanding of the parties with respect to the subject matter hereof. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original against any party whose signature appears thereon. The rule of construction that ambiguities in a document are construed against the draftsperson shall not apply to this Agreement.

2.12 Binding Agreement . The terms and conditions of this Agreement shall be binding upon, and inure to the benefit of, the estate, heirs, beneficiaries and other representatives of the Participant. The terms and conditions of this Agreement shall be binding upon the Company and the Partnership and their respective successors and assigns.

Commercial Arbitration Rules of the American Arbitration Association or its successor, as amended from time to time. However, prior to submission to arbitration the Participant will attempt to resolve any disputes or disagreements with the Partnership over this Agreement amicably and informally, in good faith, for a period not to exceed two weeks. Thereafter, the dispute or disagreement will be submitted to arbitration. At any time prior to a decision from the arbitrator(s) being rendered, the Participant and the Partnership may resolve the dispute by settlement. The Participant and the Partnership shall equally share the costs charged by the American Arbitration Association or its successor, but the Participant and the Partnership shall otherwise be solely responsible for their own respective counsel fees and expenses. The decision of the arbitrator(s) shall be made in writing, setting forth the award, the reasons for the decision and award and shall be binding and conclusive on the Participant and the Partnership. Further, neither Participant nor the Partnership shall appeal any such award. Judgment of a court of competent jurisdiction may be entered upon the award and may be enforced as such in accordance with the provisions of the award. THE PARTICIPANT HEREBY WAIVES ANY RIGHT TO A JURY TRIAL.

IN WITNESS WHEREOF , the parties hereto, intending to be legally bound hereby, have executed this Agreement as of the day first above written.

STONEMOR PARTNERS L.P.

By: StoneMor GP LLC

By: /s/ Austin K. So

Name: Austin K. So

Title: General Counsel, Chief Legal Officer and Secretary

The Participant hereby acknowledges receipt of a copy of the foregoing Unit Agreement and the Plan, and having read them, hereby signifies the Participant’s understanding of, and the Participant’s agreement with, their terms and conditions. The Participant hereby accepts this Unit Agreement in full satisfaction of any previous written or verbal promises made to the participant by the Partnership or the Company or any of its other Affiliates with respect to awards under the Plan.

/s/ Mark L. Miller (seal) (Date) 3/22/2018

Mark L. Miller

EXHIBIT A

Time Vested Units vest as follows:*

April 3, 2018: 4,629 Phantom Units

April 3, 2019: 4,630 Phantom Units

April 3, 2020: 4,630 Phantom Units

_________________

*If any such date is not a business day, the applicable Phantom Units shall vest on the next business day.

Performance Vested Units vest as follows:

2018: If only “threshold” performance condition is achieved, 2,315 Phantom Units

If “target” performance condition is achieved, 4,630 Phantom Units

2019: If only “threshold” performance condition is achieved, 2,315 Phantom Units

If “target” performance condition is achieved, 4,630 Phantom Units

KEY EMPLOYEE UNIT AGREEMENT UNDER THE

STONEMOR PARTNERS L.P. LONG-TERM INCENTIVE PLAN

BACKGROUND :

NOW, THEREFORE , the Company, acting on behalf of the Partnership, and the Participant, each intending to be legally bound hereby, agree as follows:

ARTICLE 1

AWARD OF UNITS

1.1 Grant of Phantom Units and Vesting . The Participant is hereby granted an aggregate of 32,751 Phantom Units under the Plan, consisting of 16,376 Time Vested Units and 16,375 Performance Vested Units, conditioned on satisfying the applicable vesting conditions set forth in this Agreement and on Exhibit A attached hereto, subject to Section 1.2 hereof.

Performance Vested Units shall vest on the date on which the Committee has determined the extent, if any, to which the respective performance conditions have been achieved or waived in writing by the Committee. The Committee will endeavor to establish performance conditions at the Threshold Condition level and the Target Condition level during the first ninety (90) days of each calendar year and shall advise the Participant in writing of such performance conditions. The failure by the Committee to comply with such time deadlines or to advise the Participant in writing of such performance conditions shall not result in the performance conditions being deemed satisfied for any calendar year. However, the performance conditions must be established by the Committee for each such calendar year on or before December 31 of such

calendar year, in the absence of which the Performance Vested Units shall vest on December 31 of such calendar year at the Target Condition level.

1.6 Payment of DER Account .

(a) After any Phantom Units have vested, payments of the amount in the DER Account with respect to such vested Phantom Units shall commence as soon as administratively feasible (but not later than the period permitted by Regulation 1.409A-1(b)(4) entitled “Short-term deferrals” and any successor guidance under the Code), as provided in this Section 1.6. The Company may, at its option, pay up to fifty percent (50%) of the amount in the DER account in the form of Units, rather than cash, such Units to be valued at the closing price on the last business day prior to the distribution of the Units, provided such Units can be immediately sold by the Participant.

ARTICLE 2

GENERAL PROVISIONS

Regulation 1.409A-1(b)(4) entitled “Short-term deferrals” and any successor guidance under the Code. The Company may, at its option, withhold a sufficient number of Units or cash to equal all income tax payments due from the Participant in connection with vested Phantom Units and receiving payment of DERs and shall, if it does so withhold, be responsible for paying such income tax payments on behalf of the Participant.

2.6 Amendment, Supplement or Waive r . This Agreement shall not be amended, supplemented, or waived in whole or in part, except by an instrument in writing executed by the parties to this Agreement.

(a) if to the Partnership or Company: StoneMor GP LLC, 3600 Horizon Blvd, Suite 100 Trevose, PA 19053, or its then current principal office Attention: Chief Financial Officer

(b) if to the Participant: to the address for the Participant as it appears on the Company’s records.

arbitrator(s) being rendered, the Participant and the Partnership may resolve the dispute by settlement. The Participant and the Partnership shall equally share the costs charged by the American Arbitration Association or its successor, but the Participant and the Partnership shall otherwise be solely responsible for their own respective counsel fees and expenses. The decision of the arbitrator(s) shall be made in writing, setting forth the award, the reasons for the decision and award and shall be binding and conclusive on the Participant and the Partnership. Further, neither Participant nor the Partnership shall appeal any such award. Judgment of a court of competent jurisdiction may be entered upon the award and may be enforced as such in accordance with the provisions of the award. THE PARTICIPANT HEREBY WAIVES ANY RIGHT TO A JURY TRIAL.

IN WITNESS WHEREOF , the parties hereto, intending to be legally bound hereby, have executed this Agreement as of the day first above written.

STONEMOR PARTNERS L.P.

By: StoneMor GP LLC

By: /s/ Austin K. So

Name: Austin K. So

Title: General Counsel, Chief Legal Officer and Secretary

/s/ Mark L. Miller (seal) (Date) 3/22/2018

Mark L. Miller

EXHIBIT A

Time Vested Units vest as follows:*

April 3, 2019: 5,458 Phantom Units

April 3, 2020: 5,458 Phantom Units

April 3, 2021: 5,459 Phantom Units

_________________

*If any such date is not a business day, the applicable Phantom Units shall vest on the next business day.

Performance Vested Units vest as follows:

2018: If only “threshold” performance condition is achieved, 2,729 Phantom Units

If “target” performance condition is achieved, 5,458 Phantom Units

2019: If only “threshold” performance condition is achieved, 2,729 Phantom Units

If “target” performance condition is achieved, 5,458 Phantom Units

2020: If only “threshold” performance condition is achieved, 2,729 Phantom Units

If “target” performance condition is achieved, 5,459 Phantom Units

KEY EMPLOYEE UNIT AGREEMENT UNDER THE

STONEMOR PARTNERS L.P. LONG-TERM INCENTIVE PLAN

This Key Employee Unit Agreement (the “ Agreement ”) entered into as of March 19, 2018 (the “ Agreement Date ”), by and between StoneMor GP LLC (the “ Company ”), the general partner of and acting on behalf of StoneMor Partners L.P., a Delaware limited partnership (the “ Partnership ”), and Austin K. So (the “ Participant ”), a key employee of the Company of its Affiliates (as defined in the Plan).

BACKGROUND :

NOW, THEREFORE , the Company, acting on behalf of the Partnership, and the Participant, each intending to be legally bound hereby, agree as follows:

ARTICLE 1

AWARD OF UNITS

1.1 Grant of Phantom Units and Vesting . The Participant is hereby granted an aggregate of 19,290 Phantom Units under the Plan, consisting of 11,574 Time Vested Units and 7,716 Performance Vested Units, conditioned on satisfying the applicable vesting conditions set forth in this Agreement and on Exhibit A attached hereto, subject to Section 1.2 hereof. The Participant acknowledges and agrees that the Company has no obligation to grant any Performance Vested Units with respect to 2017 because none would have vested based on the failure to achieve the performance conditions established by the Compensation Committee for such year.

1.6 Payment of DER Account .

ARTICLE 2

GENERAL PROVISIONS

2.6 Amendment, Supplement or Waive r . This Agreement shall not be amended, supplemented, or waived in whole or in part, except by an instrument in writing executed by the parties to this Agreement.

(a) if to the Partnership or Company: StoneMor GP LLC, 3600 Horizon Blvd, Suite 100 Trevose, PA 19053, or its then current principal office Attention: Chief Financial Officer

(b) if to the Participant: to the address for the Participant as it appears on the Company’s records.

IN WITNESS WHEREOF , the parties hereto, intending to be legally bound hereby, have executed this Agreement as of the day first above written.

STONEMOR PARTNERS L.P.

By: StoneMor GP LLC

By: /s/ Mark L. Miller

Name: Mark L. Miller

Title: Chief Financial Officer and Senior Vice President

/s/ Austin K. So (seal) (Date) 3/21/2018

Austin K. So

EXHIBIT A

Time Vested Units vest as follows:*

April 3, 2018: 3,858 Phantom Units

April 3, 2019: 3,858 Phantom Units

April 3, 2020: 3,858 Phantom Units

_________________

*If any such date is not a business day, the applicable Phantom Units shall vest on the next business day.

Performance Vested Units vest as follows:

2018: If only “threshold” performance condition is achieved, 1,929 Phantom Units

If “target” performance condition is achieved, 3,858 Phantom Units

2019: If only “threshold” performance condition is achieved, 1,929 Phantom Units

If “target” performance condition is achieved, 3,858 Phantom Units

KEY EMPLOYEE UNIT AGREEMENT UNDER THE

STONEMOR PARTNERS L.P. LONG-TERM INCENTIVE PLAN

This Key Employee Unit Agreement (the “ Agreement ”) entered into as of March 19, 2018 (the “ Agreement Date ”), by and between StoneMor GP LLC (the “ Company ”), the general partner of and acting on behalf of StoneMor Partners L.P., a Delaware limited partnership (the “ Partnership ”), and Austin K. So (the “ Participant ”), a key employee of the Company of its Affiliates (as defined in the Plan).

BACKGROUND :

NOW, THEREFORE , the Company, acting on behalf of the Partnership, and the Participant, each intending to be legally bound hereby, agree as follows:

ARTICLE 1

AWARD OF UNITS

1.1 Grant of Phantom Units and Vesting . The Participant is hereby granted an aggregate of 27,293 Phantom Units under the Plan, consisting of 13,647 Time Vested Units and 13,646 Performance Vested Units, conditioned on satisfying the applicable vesting conditions set forth in this Agreement and on Exhibit A attached hereto, subject to Section 1.2 hereof.

calendar year, in the absence of which the Performance Vested Units shall vest on December 31 of such calendar year at the Target Condition level.

1.6 Payment of DER Account .

ARTICLE 2

GENERAL PROVISIONS

2.6 Amendment, Supplement or Waiver . This Agreement shall not be amended, supplemented, or waived in whole or in part, except by an instrument in writing executed by the parties to this Agreement.

(a) if to the Partnership or Company: StoneMor GP LLC, 3600 Horizon Blvd, Suite 100 Trevose, PA 19053, or its then current principal office Attention: Chief Financial Officer

(b) if to the Participant: to the address for the Participant as it appears on the Company’s records.

IN WITNESS WHEREOF , the parties hereto, intending to be legally bound hereby, have executed this Agreement as of the day first above written.

STONEMOR PARTNERS L.P.

By: StoneMor GP LLC

By: /s/ Mark L. Miller

Name: Mark L. Miller

Title: Chief Financial Officer and Senior Vice President

/s/ Austin K. So (seal) (Date) 3/21/2018

Austin K. So

EXHIBIT A

Time Vested Units vest as follows:*

April 3, 2019: 4,549 Phantom Units

April 3, 2020: 4,549 Phantom Units

April 3, 2021: 4,549 Phantom Units

_________________

*If any such date is not a business day, the applicable Phantom Units shall vest on the next business day.

Performance Vested Units vest as follows:

2018: If only “threshold” performance condition is achieved, 2,274 Phantom Units

If “target” performance condition is achieved, 4,548 Phantom Units

2019: If only “threshold” performance condition is achieved, 2,274 Phantom Units

If “target” performance condition is achieved, 4,549 Phantom Units

2020: If only “threshold” performance condition is achieved, 2,275 Phantom Units

If “target” performance condition is achieved, 4,549 Phantom Units

EXECUTIVE RESTRICTED UNIT AGREEMENT

UNDER THE

STONEMOR PARTNERS L.P. LONG-TERM INCENTIVE PLAN

This Restricted Unit Agreement (the “Agreement”) entered into as of March 19, 2018 (the “Agreement Date”), by and between StoneMor GP LLC (the “Company”), the general partner of and acting on behalf of StoneMor Partners L.P., a Delaware limited partnership (the “Partnership”) and Mark L. Miller, an executive of the Company (the “Participant”).

BACKGROUND:

In order to make certain awards to key employees, directors and consultants of the Company and its Affiliates, the Company maintains on behalf of the Partnership the StoneMor Partners L.P. 2014 Long-Term Incentive Plan (the “Plan”). The Plan is administered by a Committee (as defined in the Plan) of the Board of Directors (“Board”) of the Company. The Committee has determined to grant to the Participant, pursuant to the terms and conditions of the Plan, an award (the “Award”) of Restricted Units (as defined in the Plan), but only effective upon and conditioned on satisfying time vesting conditions set forth in this Agreement. The Participant has determined to accept such Award. Any initially capitalized terms and phrases used in this Agreement, but not otherwise defined herein, shall have the respective meanings ascribed to them in the Plan.

NOW, THEREFORE, the Company and the Participant, each intending to be legally bound hereby, agree as follows:

ARTICLE 1

AWARD OF RESTRICTED UNITS

1.1 Grant of Units and Vesting . The Participant is hereby granted the following Units under the Plan, but only effective upon and conditioned on satisfying the applicable vesting conditions contained herein, which will permit the Participant receive the following number of Units of the Partnership:



Date of Grant	March 19, 2018
Total Number of Units	14,556 Units

Units vest in equal monthly installments over the two (2) year period following the Date of Grant.

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Certificates for Units shall be issued to the Participant upon the vesting of any Units, subject to the provisions of the Plan, including, but not limited to, Sections 6(d) and 8(f) of the Plan, and further subject to the Participant paying, or making suitable arrangements to pay, all applicable foreign, federal, state and local taxes, as more fully provided in Section 2.3 hereof, not later than the period permitted by Regulation 1.409A-1(b)(4) entitled “Short-term deferrals” and any successor guidance under the Code.

1.2 Forfeiture . All unvested Units hereunder are subject to the forfeiture provisions of Section 1.4 hereof and to the clawback provision referenced in Section 2.2 hereof.

1.3 Unit Distribution Rights (“UDRs”) . The unvested Units shall be entitled to receive distributions made by the Partnership to holders of common units. Any UDR payments will be made to the Participant on or promptly following the date on which the distributions are otherwise paid to the holders of common units; provided, however, in no event shall the distribution payment be made later than 30 days following the date on which the Partnership pays such distributions to the holders of common units generally.

1.4 Forfeiture of Unvested Units Upon Termination of Employment . In the event of the termination of the employment of the Participant (whether voluntary or involuntary and regardless of the reason for the termination, or for no reason whatsoever) with the Company or its Affiliates, all Units which have not vested on the date of such termination shall be deemed to be automatically forfeited, unless the Participant’s employment is on that date transferred to the Company or another Affiliate. If a Participant’s employment is with an Affiliate and that entity ceases to be an Affiliate, the Participant’s employment will be deemed to have terminated when the entity ceases to be an Affiliate unless the Participant transfers employment to the Company or its remaining Affiliates. Nothing contained herein shall be deemed to amend or otherwise modify any employment agreement between the Company and the Participant.

1.5 Nonalienation of Benefits . Participant shall not have the right to sell, assign, transfer or otherwise convey or encumber in whole or in part the unvested Units under this Agreement, and the right to receive any payment hereunder shall not be subject to attainment, lien or other involuntary encumbrance.

ARTICLE 2

GENERAL PROVISIONS

2.1 No Right Of Continued Service . The receipt of this Award does not give the Participant, and nothing in the Plan or in this Agreement shall confer upon the Participant, any right to continue in the employment of the Company or any of its Affiliates. Nothing in the Plan or in this Agreement shall affect any right which the Company or any of its Affiliates may have to terminate the employment of the Participant.

DM3\5021699.2

2.2 Clawback . The Units and related UDRs are subject to clawback under any clawback policies which are adopted by the Committee, as amended from time to time, including, but not limited to, clawback listing requirements of the New York Stock Exchange imposed by SEC rules adopted pursuant to Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010.

2.3 Tax Withholding . The Participant is responsible to pay to the Company, or make suitable arrangements to pay, all applicable foreign, federal, state and local tax withholding as a condition to receiving certificates for the vested Units and as a condition to receiving payment of UDRs, not later than the period permitted by Regulation 1.409A-1(b)(4) entitled “Short-term deferrals” and any successor guidance under the Code. The Company shall withhold a sufficient number of Units to equal all income tax payments due from the Participant in connection with vested Units and receiving payment of UDRs and shall be responsible for paying such income tax payments on behalf of the Participant.

2.5 Effect of Plan; Construction . The entire text of the Plan is expressly incorporated herein by this reference and so forms a part of this Agreement. In the event of any inconsistency or discrepancy between the provisions of this Agreement and the terms and conditions of the Plan under which the Units are granted, the provisions of the Plan shall govern and prevail. The Units and this Agreement are each subject in all respects to, and the Company and the Participant each hereby agree to be bound by, all of the terms and conditions of the Plan, as the same may have been amended from time to time in accordance with its terms; provided, however, that no such amendment shall deprive the Participant, without the Participant’s consent, of any rights earned or otherwise due to the Participant hereunder.

2.6 Amendment, Supplement or Waiver . This Agreement shall not be amended, supplemented, or waived in whole or in part, except by an instrument in writing executed by the parties to this Agreement.

DM3\5021699.2

(a) if to the Partnership or Company: StoneMor GP LLC

3600 Horizon Blvd.

Trevose, PA 19053, or its then current principal office

Attention: Chief Executive Officer

(b) if to the Participant: to the address for the Participant as it appears on the Company’s records.

DM3\5021699.2

party whose signature appears thereon. The rule of construction that ambiguities in a document are construed against the draftsperson shall not apply to this Agreement.

2.13 Arbitration . Any dispute or disagreement with respect to any portion of this Agreement or its validity, construction, meaning, performance, or Participant’s rights hereunder shall be settled by arbitration, conducted in Philadelphia, Pennsylvania, in accordance with the Commercial Arbitration Rules of the American Arbitration Association or its successor, as amended from time to time. However, prior to submission to arbitration the Participant will attempt to resolve any disputes or disagreements with the Partnership over this Agreement amicably and informally, in good faith, for a period not to exceed two weeks. Thereafter, the dispute or disagreement will be submitted to arbitration. At any time prior to a decision from the arbitrator(s) being rendered, the Participant and the Partnership may resolve the dispute by settlement. The Participant and the Partnership shall equally share the costs charged by the American Arbitration Association or its successor, but the Participant and the Partnership shall otherwise be solely responsible for their own respective counsel fees and expenses. The decision of the arbitrator(s) shall be made in writing, setting forth the award, the reasons for the decision and award and shall be binding and conclusive on the Participant and the Partnership. Further, neither Participant nor the Partnership shall appeal any such award. Judgment of a court of competent jurisdiction may be entered upon the award and may be enforced as such in accordance with the provisions of the award. THE PARTICIPANT HEREBY WAIVES ANY RIGHT TO A JURY TRIAL.

DM3\5021699.2

IN WITNESS WHEREOF, the parties hereto, intending to be legally bound hereby, have executed this Agreement as of the day first above written.

STONEMOR PARTNERS L.P.

By: StoneMor GP LLC

By: /s/ Austin K. So

Name: Austin K. So

Title: General Counsel, Chief Legal
Officer and Secretary

The Participant hereby acknowledges receipt of a copy of the foregoing Restricted Unit Agreement and the Plan, and having read them, hereby signifies the Participant’s understanding of, and the Participant’s agreement with, their terms and conditions. The Participant hereby accepts this Restricted Unit Agreement in full satisfaction of any previous written or verbal promises made to the participant by the Partnership or the Company or any of its other Affiliates with respect to awards under the Plan.

/s/ Mark L. Miller (seal) 3/22/2018

Mark L. Miller (Date)

Name of Primary Death Beneficiary Relationship to Participant

Name of Contingent Death Beneficiary Relationship to Participant

DM3\5021699.2

FORM OF 2017 KEY EMPLOYEE UNIT AGREEMENT UNDER THE

STONEMOR PARTNERS L.P. LONG-TERM INCENTIVE PLAN

This Key Employee Unit Agreement (the “ Agreement ”) entered into as of March 19, 2018 (the “ Agreement Date ”), by and between StoneMor GP LLC (the “ Company ”), the general partner of and acting on behalf of StoneMor Partners L.P., a Delaware limited partnership (the “ Partnership ”), and _____________________(the “ Participant ”), a key employee of the Company of its Affiliates (as defined in the Plan).

BACKGROUND :

NOW, THEREFORE , the Company, acting on behalf of the Partnership, and the Participant, each intending to be legally bound hereby, agree as follows:

ARTICLE 1

AWARD OF UNITS

1.1 Grant of Phantom Units and Vesting . The Participant is hereby granted an aggregate of _______ Phantom Units under the Plan, consisting of ____________Time Vested Units and __________ Performance Vested Units, conditioned on satisfying the applicable vesting conditions set forth in this Agreement and on Exhibit A attached hereto, subject to Section 1.2 hereof. The Participant acknowledges and agrees that the Company has no obligation to grant any Performance Vested Units with respect to 2017 because none would have vested based on the failure to achieve the performance conditions established by the Compensation Committee for such year.

1.6 Payment of DER Account .

ARTICLE 2

GENERAL PROVISIONS

2.6 Amendment, Supplement or Waive r . This Agreement shall not be amended, supplemented, or waived in whole or in part, except by an instrument in writing executed by the parties to this Agreement.

(a) if to the Partnership or Company: StoneMor GP LLC, 3600 Horizon Blvd, Suite 100 Trevose, PA 19053, or its then current principal office Attention: Chief Financial Officer

(b) if to the Participant: to the address for the Participant as it appears on the Company’s records.

IN WITNESS WHEREOF , the parties hereto, intending to be legally bound hereby, have executed this Agreement as of the day first above written.

STONEMOR PARTNERS L.P.

By: StoneMor GP LLC

By:

Name:

Title:

(seal) (Date)

Signature of Participant

EXHIBIT A

Time Vested Units vest as follows:*

April ___, 2018: __________ Phantom Units

April ___, 2019: __________ Phantom Units

April ___, 2020: __________ Phantom Units

_________________

*If any such date is not a business day, the applicable Phantom Units shall vest on the next business day.

Performance Vested Units vest as follows:

2018: If only “threshold” performance condition is achieved, _____ Phantom Units

If “target” performance condition is achieved, ____ Phantom Units

2019: If only “threshold” performance condition is achieved, _____ Phantom Units

If “target” performance condition is achieved, ____ Phantom Units

FORM OF KEY EMPLOYEE UNIT AGREEMENT UNDER THE

STONEMOR PARTNERS L.P. LONG-TERM INCENTIVE PLAN

This Key Employee Unit Agreement (the “ Agreement ”) entered into as of ______________ __, 20_____ (the “ Agreement Date ”), by and between StoneMor GP LLC (the “ Company ”), the general partner of and acting on behalf of StoneMor Partners L.P., a Delaware limited partnership (the “ Partnership ”), and _____________________(the “ Participant ”), a key employee of the Company of its Affiliates (as defined in the Plan).

BACKGROUND :

NOW, THEREFORE , the Company, acting on behalf of the Partnership, and the Participant, each intending to be legally bound hereby, agree as follows:

ARTICLE 1

AWARD OF UNITS

established by the Committee for each such calendar year on or before December 31 of such calendar year, in the absence of which the Performance Vested Units shall vest on December 31 of such calendar year at the Target Condition level.

1.6 Payment of DER Account .

Regulation 1.409A-1(b)(4) entitled “Short-term deferrals” and any successor guidance under the Code.

ARTICLE 2

GENERAL PROVISIONS

receiving payment of DERs and shall, if it does so withhold, be responsible for paying such income tax payments on behalf of the Participant.

2.6 Amendment, Supplement or Waive r . This Agreement shall not be amended, supplemented, or waived in whole or in part, except by an instrument in writing executed by the parties to this Agreement.

2.9 Notices . All notices, requests and demands to or upon the respective parties hereto to be effective shall be in writing, sent by facsimile, by overnight courier or by registered or

certified mail, postage prepaid and return receipt requested. Notices to the Company shall be deemed to have been duly given or made upon actual receipt by the Company. Such communications shall be addressed and directed to the parties listed below (except where this Agreement expressly provides that it be directed to another) as follows, or to such other address or recipient for a party as may be hereafter notified by such party hereunder:

(a) if to the Partnership or Company: StoneMor GP LLC, 3600 Horizon Blvd, Suite 100 Trevose, PA 19053, or its then current principal office Attention: Chief Financial Officer

(b) if to the Participant: to the address for the Participant as it appears on the Company’s records.

American Arbitration Association or its successor, but the Participant and the Partnership shall otherwise be solely responsible for their own respective counsel fees and expenses. The decision of the arbitrator(s) shall be made in writing, setting forth the award, the reasons for the decision and award and shall be binding and conclusive on the Participant and the Partnership. Further, neither Participant nor the Partnership shall appeal any such award. Judgment of a court of competent jurisdiction may be entered upon the award and may be enforced as such in accordance with the provisions of the award. THE PARTICIPANT HEREBY WAIVES ANY RIGHT TO A JURY TRIAL.

IN WITNESS WHEREOF , the parties hereto, intending to be legally bound hereby, have executed this Agreement as of the day first above written.

STONEMOR PARTNERS L.P.

By: StoneMor GP LLC

By:

Name:

Title:

(seal) (Date)

Signature of Participant

EXHIBIT A

Time Vested Units vest as follows:*

April ___, 20__: __________ Phantom Units

_________________

*If any such date is not a business day, the applicable Phantom Units shall vest on the next business day.

Performance Vested Units vest as follows:

20__: If only “threshold” performance condition is achieved, _____ Phantom Units

If “target” performance condition is achieved, ____ Phantom Units

20__: If only “threshold” performance condition is achieved, _____ Phantom Units

If “target” performance condition is achieved, ____ Phantom Units

20__: If only “threshold” performance condition is achieved, _____ Phantom Units

If “target” performance condition is achieved, ____ Phantom Units