ROYAL GOLD, INC.
2004 OMNIBUS LONG-TERM INCENTIVE PLAN
PERFORMANCE SHARE
AGREEMENT
Royal Gold,
Inc., a Delaware corporation (the “Company”), hereby
grants performance shares relating to shares of its common stock,
$.01 par value (the “Stock”), to the individual named
below as the Holder, subject to the vesting conditions set forth in
the attachment. Additional terms and conditions of the grant are
set forth in this cover sheet, in the attachment and in the Royal
Gold, Inc. 2004 Omnibus Long-Term Incentive Plan (the
“Plan”).
Holder’s
Social Security Number:
Number of
Performance Shares Covered
by Grant:
This
Performance Share grant is subject to all of the terms and
conditions described in this Agreement and in the Plan, a copy of
which is available for your review upon request to the Corporate
Secretary. You should carefully review the Plan, and the Plan will
control in the event any provision of this Agreement should appear
to be inconsistent with the terms of the Plan.
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(Signature)
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(Signature)
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President and
Chief Executive Officer
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This is not a
stock certificate or a negotiable instrument.
ROYAL GOLD, INC.
2004 OMNIBUS LONG-TERM INCENTIVE PLAN
PERFORMANCE SHARE
AGREEMENT
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Performance
Shares Transferability
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This grant is
an award of performance shares in the number of shares set forth on
the cover sheet, subject to the vesting conditions described below
(the “Performance Shares”). Your Performance Shares may
not be transferred, assigned, pledged or hypothecated, whether by
operation of law or otherwise, nor may the Performance Shares be
made subject to execution, attachment or similar
process.
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The Performance
Shares shall vest as follows: (i) twenty-five percent (25%) of
the total number of Performance Shares granted hereunder shall vest
for each twenty-five percent (25%) increase in free cash flow per
share (“FCFPS”) (as defined in the Company’s most
recent annual report and on a trailing twelve month basis,
calculated quarterly) over FCFPS in the trailing twelve month
period ended September 30, 200___ of $ per share
(you will be one-hundred percent (100%) vested in the Performance
Shares if there has been a one-hundred percent (100%) increase in
FCFPS over FCFPS in the trailing twelve month period ended
September 30, 200 ); and
(ii) twenty-five percent (25%) of the total number of
Performance Shares granted hereunder shall vest for each
twenty-five percent (25%) increase of the total royalty ounces in
reserve (as determined below) on a per share of Stock basis for any
annual reporting period over total royalty ounces in reserve on a
per share of Stock basis of 0.
ounces per share at the Grant
Date. The vesting thresholds set forth in subsections (i) and
(ii) above are separate and independent thresholds that will
each result in vesting; both thresholds need not be met for vesting
to occur. For purposes of the forgoing vesting rules, total royalty
ounces in reserve shall equal the sum of the royalty ounces in
reserve for each royalty owned by the Company, each calculated by
multiplying (C) times (D) where (C) equals the total
ounces of gold (attributable to the Royal Gold royalty) in reserve
as reported by the operator (if a royalty is for a metal other than
gold, for purposes of this calculation, the total reserve of such
metal shall be adjusted to a proportionate number of ounces of
gold, based on the price of such metal to the price of gold at the
time of such determination) and (D) equals the applicable royalty
rate at the time of such calculation.
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No additional
Performance Shares will vest after your Service has terminated for
any reason.
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All Performance
Shares that have not vested by the fifth anniversary of the Grant
Date will be forfeited.
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The
Compensation, Nominating and Corporate Governance Committee has the
authority to certify whether the vesting thresholds set forth above
have been achieved within the meaning of Treasury Regulations,
Section 1.162-27(e)(5). Any such determinations shall be made
in the sole discretion of the Compensation, Nominating and
Corporate Governance Committee. The resulting aggregate number of
vested Performance Shares will be rounded down to the nearest whole
number of Performance Shares. You may not vest in more than the
number of Performance Shares covered by this grant.
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Termination
without Cause, Good Reason or Non-Renewal of Employment Agreement;
Change of Control
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Notwithstanding
the foregoing vesting rules, if (i) the Company terminates
your Service or your Employment Agreement without
“Cause” (as defined in your Employment
Agreeme
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