EX-10.11




 Exhibit 10.11 

BLACK STONE MINERALS, L.P. 

LONG-TERM INCENTIVE PLAN 

COMMON UNIT 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 the
“Participant”) the number of vested Common Units set forth below. This award of Common Units (this “Award”) is subject to the terms and conditions set forth herein as well as the terms and conditions set forth
in the Common Unit 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. 
  

			
	Participant:		
		
	Date of Grant:		
		
	Total Number of Units:		         Common Units

 You will be deemed to have accepted this Award on the terms and conditions of the Plan, the Agreement and
this Common Unit Grant Notice (this “Grant Notice”) unless you provide written notice to the General Partner within 30 days following the Date of Grant stating that you do not wish to accept this Award. Any such notice
must be sent to: Black Stone Minerals GP, L.L.C., 1001 Fannin Street, Suite 2020, Houston, Texas 77002, Attention: Senior Vice President, Corporate Services and Chief Information Officer. Upon the General Partner’s receipt of any such notice,
this Award granted hereunder will automatically be forfeited and the General Partner, Black Stone Minerals, L.P. and their respective Affiliates will not have any further obligations to you under this Grant Notice or the Agreement. 

Unless you provide written notice to the General Partner in the manner described above stating that you do not wish to accept this Award, you
will be deemed to have acknowledged that (i) 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 and (ii) you 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. 

[Remainder of Page Intentionally Blank; 

Signature Page Follows] 








 IN WITNESS WHEREOF, the General Partner has caused this Grant Notice to be executed by an
officer thereunto duly authorized, 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


 SIGNATURE PAGE TO 

COMMON UNIT GRANT NOTICE 








 EXHIBIT A 

COMMON UNIT AWARD AGREEMENT 

This Common Unit 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
                     (“Director”). 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 Director
the number of Common Units set forth in the Grant Notice 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. Tax Withholding. Upon any taxable event arising
in connection with the Common Units, the General Partner shall have the authority and the right to deduct or withhold (or cause to be deducted or withheld), or to require Director to remit to the General Partner 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 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 Director 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) Director consents to such withholding at such greater rates. Director acknowledges and agrees that none of the Board, the Committee, the General Partner, the Partnership or any
of their respective Affiliates has made any representation or warranty as to the tax consequences to Director as a result of the receipt of the Common Units. Director represents that he is in no manner relying on the Board, the Committee, the
General Partner, the Partnership 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. Director represents that he has consulted with any tax consultants that Director deems advisable in connection with the Common
Units. 
 3. Compliance with Securities Law. Notwithstanding any provision of this Agreement to the contrary, the issuance of
Common Units hereunder will be subject to 

  
 Exhibit A-1 









 
compliance with all applicable requirements of applicable law with respect to such securities and with the requirements of any securities exchange or market system upon which the Common Units may
then be listed. No Common Units will be issued hereunder if such issuance would constitute a violation of any applicable law or regulation or the requirements of any securities exchange or market system upon which the Common Units may then be
listed. In addition, Common Units will not be issued hereunder unless (a) a registration statement under the Securities Act of 1933, as amended (the “Securities Act”) is in effect at the time of such issuance with respect to
the Common Units to be issued or (b) in the opinion of legal counsel to the Partnership, the Common Units to be issued are permitted to be issued in accordance with the terms of an applicable exemption from the registration requirements of the
Securities Act. The inability of the Partnership to obtain from any regulatory body having jurisdiction the authority, if any, deemed by the Partnership’s legal counsel to be necessary for the lawful issuance and sale of any Common Units
hereunder will relieve the Partnership of any liability in respect of the failure to issue such Common Units as to which such requisite authority has not been obtained. As a condition to any issuance of Common Units hereunder, the General Partner or
the Partnership may require Director to satisfy any requirements that may be necessary or appropriate to evidence compliance with any applicable law or regulation and to make any representation or warranty with respect to such compliance as may be
requested by the General Partner or the Partnership. 
 4. No Right to Continued Awards. The grant of the Common 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. 

5. Notices. Any notices or other communications provided for in this Agreement shall be sufficient if in writing. In the case of
Director, such notices or communications shall be effectively delivered if hand delivered to Director at Director’s principal residence or if sent by registered or certified mail to Director at the last address Director has filed with the
General Partner. 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. 

6. Agreement to Furnish Information. Director 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. 

7. Entire Agreement; Amendment. This Agreement constitutes the entire agreement of the parties with regard to the subject matter
hereof, and contains all the covenants, promises, representations, warranties and agreements between the parties with respect to the Common Units granted hereby. 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 Director shall be effective only if
it is in writing and signed by both Director and an authorized officer of the General Partner. 

  
 Exhibit A-2 









 8. 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. 
 9. Successors and Assigns.
The General Partner may assign any of its rights under this Agreement without Director’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 in the Plan, this Agreement will be binding upon Director and Director’s beneficiaries, executors, administrators and the person(s) to whom the Common Units may be transferred by will or the laws of descent or distribution.

 10. Clawback. Notwithstanding any provision in this Agreement, the Grant Notice or the Plan 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 Common Units issued hereunder shall be subject to forfeiture, repurchase, recoupment and/or cancellation to the extent necessary to comply with
such law(s) and/or policy. 
 11. 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. 
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 Exhibit A-3