EX-10.9




 Exhibit 10.9 

BLACK STONE MINERALS, L.P. 

LONG-TERM INCENTIVE PLAN 

IPO AWARD GRANT NOTICE 

Pursuant to the terms and conditions of the Black Stone Minerals, L.P. Long-Term Incentive Plan, as amended from time to time (the
“Plan”), Black Stone Minerals GP, L.L.C., a Delaware limited liability company (the “General Partner”), hereby grants to the individual listed below (“you” or “Employee”) the
number of Restricted Units (all of which shall consist of Common Units) set forth below (the “Restricted Units”). This award of Restricted Units (this “Award”) is subject to the terms and conditions set forth
herein as well as the terms and conditions set forth in the IPO Award Agreement attached hereto as Exhibit A (the “Agreement”) and in the Plan, each of which is incorporated herein by reference. Capitalized terms used
but not defined herein shall have the meanings set forth in the Plan. 
  

			
	Employee:	  	
		
	Date of Grant:	  	
		
	Employer:	  	Black Stone Natural Resources Management Company or any other entity that may employ Employee after the Date of Grant and which entity is the General Partner, Black Stone Minerals, L.P., a Delaware limited partnership (the
“Partnership”), or any of their respective Affiliates.
		
	Number of Restricted Units Granted:	  	             Restricted Units
		
	Vesting Commencement Date:	  	April 1, 2015
		
	Vesting Schedule:	  	Subject to the Agreement, the Plan and the other terms and conditions set forth herein, the Restricted Units (rounded to the nearest whole number of Restricted Units, except in the case of the final vesting date) shall vest, in
accordance with the following schedule, on each anniversary of the Vesting Commencement Date so long as you remain continuously employed by the Employer from the Date of Grant through each such anniversary date [for Senior VPs only: and
satisfy the conditions of Section 10 of the Agreement]:

  

					
	 Anniversary of Vesting Commencement Date
	  	Percentage of this Award
that Becomes Vested	 
		
	 First anniversary
	  	 	25	% 
	 Second anniversary
	  	 	25	% 
	 Third anniversary
	  	 	25	% 
	 Fourth anniversary
	  	 	25	% 










 By signing below, you agree to be bound by the terms and conditions of the Plan, the Agreement
and this IPO Award Grant Notice (this “Grant Notice”). You acknowledge that you have reviewed the Agreement, the Plan and this Grant Notice in their entirety and fully understand all provisions of the Agreement, the Plan and this
Grant Notice. You hereby agree to accept as binding, conclusive and final all decisions or interpretations of the Committee regarding any questions or determinations arising under the Agreement, the Plan or this Grant Notice. By accepting this
Award, you also acknowledge that you expressly intend and agree to be legally bound by the covenants set forth in [for Senior VPs: Articles III, IV and V of that certain Severance Agreement (the “Severance Agreement”) between
you and the Employer dated as of the Date of Grant] [for all others: Annex A attached to the Employee’s IPO Award Grant Notice providing for the grant of the Employee’s Performance Units] (collectively, the “Restrictive
Covenants”). You further expressly acknowledge and affirm that this Award would not be granted to you if you had not agreed to be bound by the Restrictive Covenants. This Grant Notice may be executed in one or more counterparts (including
portable document format (.pdf) and facsimile counterparts), each of which shall be deemed to be an original, but all of which together shall constitute one and the same agreement. 

You also understand and acknowledge that you should consult with your tax advisor regarding the advisability of filing with the Internal
Revenue Service an election under Section 83(b) of the Internal Revenue Code (a “Section 83(b) Election”) with respect to the Restricted Units. This election must be filed no later than 30 days after Date of Grant. This time
period cannot be extended. If you wish to file a Section 83(b) Election, an election form is attached to this Grant Notice as Exhibit B. By signing below, you acknowledge that (a) you have been advised to consult with a tax advisor
regarding the tax consequences of the Restricted Units and (b) the timely filing of a Section 83(b) Election is your sole responsibility, even if you request the Employer, the General Partner or any of their respective Affiliates or any of
their respective managers, directors, officers, employees or authorized representatives (including attorneys, accountants, consultants, bankers, lenders, prospective lenders and financial representatives) to assist in making such filing or to file
such election on your behalf. 
 [Remainder of Page Intentionally Blank; 

Signature Page Follows] 

  
 2 









 IN WITNESS WHEREOF, the General Partner has caused this Grant Notice to be executed by an
officer thereunto duly authorized, and Employee has executed this Grant Notice, effective for all purposes as provided above. 
  

			
	BLACK STONE MINERALS GP, L.L.C.
		
	By:		  

			Allan Skov
			Senior Vice President, Corporate Services, and Chief Information Officer
	
	EMPLOYEE
	
	  

	[Name of Employee]


 SIGNATURE PAGE TO 

IPO AWARD GRANT NOTICE 








 EXHIBIT A 

IPO AWARD AGREEMENT 
 This
IPO Award Agreement (this “Agreement”) is made as of the Date of Grant set forth in the Grant Notice to which this Agreement is attached (the “Date of Grant”) by and between Black Stone Minerals GP, L.L.C., a
Delaware limited liability company (the “General Partner”), and              (“Employee”). Capitalized terms used but not specifically defined herein shall
have the meanings specified in the Plan or the Grant Notice. 
 1. Award. Effective as of the Date of Grant, the General
Partner hereby grants to Employee the number of Restricted Units (all of which shall consist of Common Units) set forth in the Grant Notice (the “Restricted Units”) on the terms and conditions set forth in the Grant Notice, this
Agreement and the Plan, which is incorporated herein by reference as a part of this Agreement. In the event of any inconsistency between the Plan and this Agreement, the terms of the Plan shall control. 

2. Issuance Mechanics. The General Partner shall (a) cause a certificate or certificates representing such Common Units to
be registered in the name of Employee, or (b) cause such Common Units to be held in book-entry form. If a certificate is issued, it shall be delivered to and held in custody by the General Partner and shall bear such legend or legends as
the Committee deems appropriate in order to reflect the Forfeiture Restrictions (as defined below) and to ensure compliance with the terms and provisions of this Agreement, the rules, regulations and other requirements of the United States
Securities and Exchange Commission, any applicable federal or state securities laws or any securities exchange on which the Common Units are then listed or quoted. If the Common Units are held in book-entry form, then such entry will reflect that
the Common Units are subject to the restrictions of this Agreement. 
 3. Forfeiture Restrictions. 

(a) The Restricted Units may not be sold, assigned, pledged, exchanged, hypothecated or otherwise transferred, encumbered or disposed of
except as provided in this Agreement or the Plan. In the event of the termination of Employee’s employment with the Employer, except as otherwise expressly provided in this Agreement, Employee shall immediately and without any further action by
the General Partner, forfeit and surrender for no consideration all of the Restricted Units with respect to which the Forfeiture Restrictions have not lapsed as of the date of such termination. The prohibition against transfer and the obligation to
forfeit and surrender the Restricted Units upon termination of Employee’s employment as provided in this Section 3(a) are referred to herein as the “Forfeiture Restrictions.” The Forfeiture Restrictions shall be binding
upon and enforceable against any transferee of the Restricted Units. 
 (b) In the event of a Qualifying Termination (as defined in
Section 3(d)) prior to the vesting of all of the Restricted Units, subject to Employee’s compliance with the release requirement described in Section 3(f), the Forfeiture Restrictions on the Applicable Restricted Units (as defined in
Section 3(d)) shall automatically lapse and the Applicable Restricted Units 

  
 Exhibit A-1 









 
shall immediately thereafter become Earned Units so long as Employee has remained continuously employed by the Employer from the Date of Grant through the date of such Qualifying Termination;
provided, however, that if such Qualifying Termination occurs within 24 months following a Change of Control, the Forfeiture Restrictions on all unvested Restricted Units will lapse automatically in accordance with Section 3(e) without any
further action by the General Partner or the Partnership and such Restricted Units shall immediately thereafter become Earned Units so long as Employee has remained continuously employed by the Employer from the Date of Grant through the date of
such Qualifying Termination. 
 (c) In the event of a termination of Employee’s employment due to Employee’s Disability (as
defined in Section 3(d)) or death prior to the vesting of all of the Restricted Units, the Forfeiture Restrictions on all unvested Restricted Units will lapse automatically in accordance with Section 3(e) without any further action by the
General Partner or the Partnership and such Restricted Units shall immediately thereafter become Earned Units so long as Employee has remained continuously employed by the Employer from the Date of Grant through the date of such termination. 

(d) As used herein: 
 (i)
“Applicable Restricted Units” means the number of Restricted Units equal to A minus B, where “A” is the product of (x) is the number of Restricted Units granted hereunder and (y) a fraction, the numerator
of which is the number of days during the period beginning on the Vesting Commencement Date and ending on the date of Employee’s Qualifying Termination, and the denominator of which is the number of days during the period beginning on the
Vesting Commencement Date and ending on the fourth anniversary of the Vesting Commencement Date; and “B” is the cumulative number of Restricted Units that became vested prior to the date of Employee’s Qualifying Termination. 

(ii) “Cause” has the meaning assigned to such term in Employee’s severance agreement with the General Partner or one of
its Affiliates; provided, however, that if Employee does not have a severance agreement with the General Partner or one of its Affiliates or if such agreement does not define the term “Cause,” then “Cause” means a
determination by two-thirds of the Board that Employee: 
 (1) willfully and continually failed to substantially perform
Employee’s duties to the Partnership and its Affiliates (other than a failure resulting from Employee’s Disability); 

(2) willfully engaged in conduct that is demonstrably and materially injurious to the Partnership, the General Partner or any
of their respective Affiliates, monetarily or otherwise; 
 (3) has been convicted of, or has plead guilty or nolo
contendere to, a misdemeanor involving moral turpitude or a felony; 
 (4) has committed an act of fraud, or material
embezzlement or material theft, in each case, in the course of Employee’s employment relationship with the Employer or one of its Affiliates, or 

(5) has materially breached any obligations of Employee under any written agreement (including any non-compete,
non-solicitation or confidentiality covenants) entered into between Employee and the Partnership, the General Partner or any of their respective Affiliates. 

  
 Exhibit A-2 









 Notwithstanding the foregoing, except for a failure, breach or refusal that, by its nature, cannot reasonably be
expected to be cured, Employee shall have 30 days following the delivery of written notice by the Employer or one of its Affiliates within which to cure any actions or omissions described in clauses (1), (2), (4) or (5) constituting Cause;
provided however, that, if the Employer reasonably expects irreparable injury from a delay of 30 days, the Employer or one of its Affiliates may give Employee notice of such shorter period within which to cure as is reasonable under the
circumstances, which may include the termination of Employee’s employment without notice and with immediate effect. 
 (iii)
“Disability” means Employee’s incapacity, due to accident, sickness or another circumstance, that renders Employee unable to perform the essential functions of Employee’s job function, with reasonable accommodation, for a
period of at least 90 consecutive days or 120 days in any 12-month period. 
 (iv) “Good Reason” has the meaning assigned
to such term in Employee’s severance agreement with the General Partner or one of its Affiliates; provided, however, that if Employee does not have a severance agreement with the General Partner or one of its Affiliates or if such
agreement does not define the term “Good Reason,” then “Good Reason” means the occurrence of any of the following events without Employee’s written consent: 

(1) a reduction in Employee’s total compensation other than a general reduction in compensation that affects all
similarly situated employees in substantially the same proportions; 
 (2) a relocation of Employee’s principal place
of employment by more than 50 miles from the location of Employee’s principal place of employment as of the Date of Grant; 

(3) any material breach by the Partnership or the General Partner of any material provision of this Agreement; 

(4) a material, adverse change in Employee’s title, authority, duties or responsibilities (other than while Employee has
a Disability); 
 (5) a material adverse change in the reporting structure applicable to Employee; or 

(6) following a Change of Control, either (x) a failure of the General Partner or one of its Affiliates to continue in
effect any benefit plan or compensation arrangement in which Employee was participating immediately prior to such Change of Control or (y) the taking of any action by the General Partner or one of its Affiliates that adversely affects
Employee’s participation in, 

  
 Exhibit A-3 









 
or materially reduces Employee’s benefits or compensation under, any such benefit plan or compensation arrangement, unless, in the case of either clause (x) or (y), there is substituted
a comparable benefit plan or compensation arrangement that is at least economically equivalent to the benefit plan or compensation arrangement being terminated or in which Employee’s participation is being adversely affected or Employee’s
benefits or compensation are being materially reduced. 
 Notwithstanding the foregoing provisions of this definition or any other provision of the
Agreement to the contrary, any assertion by Employee of a termination for Good Reason shall not be effective unless all of the following conditions are satisfied: (A) Employee must provide written notice to the General Partner of the existence
of the condition(s) providing grounds for termination for Good Reason within 30 days of the initial existence of such grounds; (B) the condition(s) specified in such notice must remain uncorrected for 30 days following the General
Partner’s receipt of such written notice; and (C) the date of Employee’s termination of employment must occur within 60 days after the initial existence of the condition(s) specified in such notice. 

(v) “Qualifying Termination” means a termination of Employee’s employment by reason of (1) a termination of
Employee’s employment by the Employer without Cause, or (2) Employee’s resignation for Good Reason. 
 (e) The Restricted
Units shall be released from the Forfeiture Restrictions in accordance with the vesting schedule set forth in the Grant Notice. The Restricted Units with respect to which the Forfeiture Restrictions lapse without forfeiture are referred to
herein as the “Earned Units.” As soon as administratively practicable following the release of any Restricted Units from the Forfeiture Restrictions, the General Partner shall, as applicable, either deliver to Employee the
certificate or certificates representing such Common Units in the General Partner’s possession belonging to Employee, or, if the Common Units are held in book-entry form, then the General Partner shall remove the notations indicating that the
Common Units are subject to the restrictions of this Agreement. Employee (or the beneficiary or personal representative of Employee in the event of Employee’s death or disability, as the case may be) shall deliver to the General Partner
any representations or other documents or assurances as the General Partner or its representatives deem necessary or advisable in connection with any such delivery. 

(f) As a condition to any accelerated vesting described herein, Employee must first execute within the time provided to do so (and not revoke
in any time provided to do so), a release, in a form acceptable to the General Partner, releasing the Committee, the Employer, the Partnership, the General Partner, their respective Affiliates, and their respective shareholders, members, partners,
officers, managers, directors, fiduciaries, employees, representatives, agents and benefit plans (and fiduciaries of such plans) from any and all claims, including any and all causes of action arising out of Employee’s employment with the
Employer and any of its Affiliates or the termination of such employment, but excluding all claims to payments under the Plan and this Agreement. 

4. Distributions. Distributions that are paid or distributed with respect to a Restricted Unit (whether in the form of Units or
other property (including cash)) shall be paid 

  
 Exhibit A-4 









 
and distributed to Employee at the same time distributions are made to the unitholders of the Partnership, regardless of whether the Restricted Units have become vested. Distributions paid or
distributed in the form of securities with respect to Restricted Units shall bear such legends, if any, as may be determined by the Committee from time to time to reflect the terms and conditions of this Agreement and to comply with applicable
securities laws. 
 5. Rights as Unitholder. Except as otherwise provided herein, upon issuance of the Restricted Units,
Employee shall have all the rights of a holder of Common Units with respect to such Restricted Units subject to the restrictions herein, including the right to vote the Common Units. 

6. Tax Withholding. Upon any taxable event arising in connection with the Restricted Units, the General Partner shall have the
authority and the right to deduct or withhold (or cause the Employer or one of its Affiliates to deduct or withhold), or to require Employee to remit to the General Partner (or the Employer or one of its Affiliates), an amount sufficient to satisfy
all applicable federal, state and local taxes required by law to be withheld with respect to such event. In satisfaction of the foregoing requirement, unless otherwise determined by the Committee, the General Partner or the Employer or one of its
Affiliates shall withhold, or cause to be surrendered, from any cash or equity remuneration (including any of the Common Units issued under this Agreement) then or thereafter payable to Employee an amount equal to the aggregate amount of taxes
required to be withheld with respect to such event. The amount of such withholding shall be limited to the aggregate amount of taxes required to be withheld based on the minimum statutory withholding rates for federal, state, local and foreign
income tax and payroll tax purposes that are applicable to such taxable income; provided, however, that such withholding may be based on rates in excess of the minimum statutory withholding rates if (x) the Committee (i) determines
that such withholding would not result in adverse accounting, tax or other consequences to the General Partner or any of its Affiliates (other than immaterial administrative, reporting or similar consequences) and (ii) authorizes such
withholding at such greater rates and (y) Employee consents to such withholding at such greater rates. Employee acknowledges and agrees that none of the Board, the Committee, the General Partner, the Partnership, the Employer or any of their
respective Affiliates has made any representation or warranty as to the tax consequences to Employee as a result of the receipt of the Restricted Units, the lapse of any Forfeiture Restrictions or the forfeiture of any of the Restricted Units
pursuant to the Forfeiture Restrictions. Employee represents that he is in no manner relying on the Board, the Committee, the Partnership, General Partner, the Employer or any of their respective Affiliates or any of their respective managers,
directors, officers, employees or authorized representatives (including, without limitation, attorneys, accountants, consultants, bankers, lenders, prospective lenders and financial representatives) for tax advice or an assessment of such tax
consequences. Employee represents that he has consulted with any tax consultants that Employee deems advisable in connection with the Restricted Units. 

7. Refusal to Transfer; Stop-Transfer Notices. The Partnership shall not be required (a) to transfer on its books any
Common Units that have been sold or otherwise transferred in violation of any of the provisions of this Agreement or (b) to treat as owner of such Common Units or to accord the right to vote or pay distributions to any purchaser or other
transferee to whom such Common Units shall have been so transferred. Employee agrees that, in order to ensure compliance with the restrictions referred to herein, the Partnership or the General 


  
 Exhibit A-5 









 
Partner may issue appropriate “stop transfer” instructions to its transfer agent, if any, and that, if the Partnership transfers its own securities, it may make appropriate notations to
the same effect in its own records. 
 8. Restricted Units Not Transferable. Prior to becoming Earned Units, the
Restricted Units may not be (a) sold, pledged, assigned or transferred in any manner during the lifetime of Employee other than by will or the laws of descent and distribution, unless and until the Forfeiture Restrictions have lapsed, or
(b) liable for the debts, contracts or engagements of Employee or his or her successors in interest. Except to the extent expressly permitted by the preceding sentence, any purported sale, pledge, assignment, transfer, attachment or encumbrance
of the Restricted Units or any interest or right therein shall be null, void and unenforceable against the Partnership, the General Partner, the Employer and their respective Affiliates. 

9. Section 83(b) Election. If Employee makes an election under Section 83(b) of the Code to be taxed with respect to
the Restricted Units as of the Date of Grant rather than as of the date or dates upon which Employee would otherwise be taxable under Section 83(a) of the Code, Employee hereby agrees to (a) use the election form provided in Exhibit
B for such purpose and (b) deliver a copy of such election to the General Partner promptly after filing such election with the Internal Revenue Service. 

10. [Additional Restrictions. By accepting this Award, Employee expressly intends and agrees to be legally bound by the
Restrictive Covenants set forth in Articles III, IV and V of the Severance Agreement, the provisions of which are hereby incorporated by reference into this Agreement and shall be deemed a part of this Agreement for all purposes. Employee expressly
acknowledges and affirms that this Award further aligns Employee’s interests with the Employer’s long-term business interests and this Award would not be granted to Employee hereunder if Employee had not agreed to be bound by the
Restrictive Covenants. If Employee is deemed by the Committee to have breached any of the Restrictive Covenants, whether before or after the termination of Employee’s employment with the Employer, then notwithstanding any provision in this
Agreement, the Plan or the Grant Notice to the contrary, as of the date that such breach is deemed to have occurred, as determined by the Committee (the “Breach Date”): 

(a) If, as of the Breach Date, any of the Restricted Units remain unvested, Employee shall, for no consideration, immediately forfeit and
surrender to the Partnership 100% of such unvested Restricted Units held by Employee and all rights arising from such Restricted Units and from being a holder thereof; and 

(b) If, as of the Breach Date, any of the Restricted Units have become vested, Employee shall, for no consideration, immediately forfeit and
surrender to the Partnership 50% of such vested Common Units and all rights arising from such Restricted Units and from being a holder thereof (or, if such Common Units are no longer held by Employee, Employee shall immediately pay to the
Partnership an amount of cash equal to the Fair Market Value of such Common Units as of the date they became vested); provided, however, that except as otherwise determined by the Committee, Employee shall not be required to surrender or otherwise
repay any cash distributions previously paid to Employee with respect to the Restricted Units or Common Units issued to Employee hereunder.]1 

 

	1 	NTD: Include for Senior VPs only. 


  
 Exhibit A-6 









 11. No Right to Continued Employment or Awards. 

(a) For purposes of this Agreement, Employee shall be considered to be employed by the Employer as long as Employee remains an
“Employee” (as such term is defined in the Plan), or an employee of a corporation or other entity (or a parent or subsidiary of such corporation or other entity) assuming or substituting a new award for this Award. Without limiting the
scope of the preceding sentence, it is specifically provided that Employee shall be considered to have terminated employment at the time of the termination of the status of the entity or other organization that employs Employee as an
“Affiliate” of the General Partner. Nothing in the adoption of the Plan, nor the grant of the Restricted Units pursuant to the Grant Notice and this Agreement, shall confer upon Employee the right to continued employment by, or a continued
service relationship with, the Employer or any of its Affiliates, or any other entity, or affect in any way the right of the Employer or any such Affiliate, or any other entity to terminate such employment at any time. Unless otherwise provided in a
written employment agreement or by applicable law, Employee’s employment by the Employer, or any such Affiliate, or any other entity shall be on an at-will basis, and the employment relationship may be terminated at any time by either Employee
or the Employer, or any such Affiliate, or other entity for any reason whatsoever, with or without cause or notice. Any question as to whether and when there has been a termination of such employment, and the cause of such termination, shall be
determined by the Committee or its delegate, and such determination shall be final, conclusive and binding for all purposes. 
 (b) The
grant of the Restricted Units is a one-time Award and does not create any contractual or other right to receive a grant of Awards or benefits in lieu of Awards in the future. Future Awards will be at the sole discretion of the Committee. 

12. Notices. Any notices or other communications provided for in this Agreement shall be sufficient if in writing. In the case
of Employee, such notices or communications shall be effectively delivered if hand delivered to Employee at Employee’s principal place of employment or if sent by registered or certified mail to Employee at the last address Employee has filed
with the Employer. In the case of the Partnership or General Partner, such notices or communications shall be effectively delivered if sent by registered or certified mail to the General Partner at its principal executive offices. 

13. Agreement to Furnish Information. Employee agrees to furnish to the General Partner all information requested by the General
Partner to enable the General Partner or any of its Affiliates to comply with any reporting or other requirement imposed upon the General Partner or any of its Affiliates by or under any applicable statute or regulation. 

14. Entire Agreement; Amendment. This Agreement constitutes the entire agreement of the parties with regard to the subject
matter hereof, and contains all the covenants, 

  
 Exhibit A-7 









 
promises, representations, warranties and agreements between the parties with respect to the Restricted Units granted hereunder; provided, however, that the terms of this Agreement shall
not modify and shall be subject to the terms and conditions of [for Senior VPs: the Severance Agreement and any other] [for all others: any] employment and/or severance agreement between the Partnership, the General Partner, the
Employer or any of their respective Affiliates and Employee in effect as of the date a determination is to be made under this Agreement. Without limiting the scope of the preceding sentence, except as provided therein, all prior understandings and
agreements, if any, among the parties hereto relating to the subject matter hereof are hereby null and void and of no further force and effect. The Committee may, in its sole discretion, amend this Agreement from time to time in any manner that is
not inconsistent with the Plan; provided, however, that except as otherwise provided in the Plan or this Agreement, any such amendment that materially reduces the rights of Employee shall be effective only if it is in writing and
signed by both Employee and an authorized officer of the General Partner. 
 15. Governing Law. This Agreement shall be
governed by, and construed in accordance with, the laws of the State of Delaware, without regard to conflicts of law principles thereof. 

16. Successors and Assigns. The General Partner may assign any of its rights under this Agreement without Employee’s
consent. This Agreement will be binding upon and inure to the benefit of the successors and assigns of the General Partner. Subject to the restrictions on transfer set forth herein and in the Plan, this Agreement will be binding upon Employee and
Employee’s beneficiaries, executors, administrators and the person(s) to whom the Restricted Units may be transferred by will or the laws of descent or distribution. 

17. Clawback. Notwithstanding any provision in this Agreement or the Grant Notice to the contrary, to the extent required by
(a) applicable law, including, without limitation, the requirements of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, any Securities and Exchange Commission rule or any applicable securities exchange listing standards
and/or (b) any policy that may be adopted or amended by the Board from time to time, all Restricted Units granted hereunder shall be subject to forfeiture, repurchase, recoupment and/or cancellation to the extent necessary to comply with such
law(s) and/or policy. 
 18. Counterparts. The Grant Notice may be executed in one or more counterparts, each of which
shall be deemed an original and all of which together shall constitute one instrument. Delivery of an executed counterpart of the Grant Notice by facsimile or pdf attachment to electronic mail shall be effective as delivery of a manually executed
counterpart of the Grant Notice. 
 19. Severability. If a court of competent jurisdiction determines that any provision of
this Agreement is invalid or unenforceable, then the invalidity or unenforceability of such provision shall not affect the validity or enforceability of any other provision of this Agreement, and all other provisions shall remain in full force and
effect. 
 [Remainder of Page Intentionally Blank] 

  
 Exhibit A-8 









 EXHIBIT B 

SECTION 83(b) ELECTION 

The undersigned taxpayer hereby elects, pursuant to Section 83(b) of the Internal Revenue Code of 1986, as amended, to include in gross
income as compensation for services the excess (if any) of the fair market value of the property described below over the amount paid for such property. 
  

	1.	The name, taxpayer identification number and address of the undersigned (the “Taxpayer”), and the taxable year for which this election is being made are: 


 

					
	Taxpayer’s Name:		
                                         
                      		
			
	Taxpayer’s Social
Security Number:		                    -                
    -                    		
			
	Taxpayer’s Address:		
                                         
                      		
			
                                         
                      		
			
	Taxable Year:		Calendar Year                                   
    		

  

	2.	The property that is the subject of this election (the “Property”) is                      common
units of Black Stone Minerals, L.P. 

  

	3.	The Property was transferred to the Taxpayer on                     . 


 

	4.	The Property is subject to the following restrictions: The units are subject to various transfer restrictions and are subject to forfeiture in the event certain service conditions are not satisfied. 


 

	5.	The fair market value of the Property at the time of transfer (determined without regard to any restriction other than a nonlapse restriction as defined in Section 1.83-3(h) of the Income Tax Regulations) is
$             per unit x              units = $            .


  

	6.	The amount paid by the Taxpayer for the Property is $             per unit x              units =
$            . 

  

	7.	The amount to include in gross income is $            . 


The undersigned taxpayer will file this election with the Internal Revenue Service office with which the taxpayer files his or her annual income tax return
not later than 30 days after the date of transfer of the Property. A copy of the election also will be furnished to the person for whom the services were performed. Additionally, the undersigned will include a copy of the election with his or her
income tax return for the taxable year in which the Property is transferred. The undersigned is the person performing the services in connection with which the Property was transferred. 

 

							
	Dated:		  
				  

							Taxpayer’s Signature


  
 Exhibit B-1