ROYAL GOLD, INC.
2004 OMNIBUS LONG-TERM INCENTIVE PLAN
INCENTIVE STOCK OPTION
AGREEMENT
Royal Gold,
Inc., a Delaware corporation (the “Company”), hereby
grants an option to purchase shares of its common stock, $.01 par
value, (the “Stock”) to the optionee named below. The
terms and conditions of the option are set forth in this cover
sheet, in the attachment, and in the Company’s 2004 Omnibus
Long-Term Incentive Plan (the “Plan”).
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Optionee’s Social Security
Number:
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Number of
Shares Covered by Option:
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$
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(At least 100% of Fair Market Value)
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By
signing this cover sheet, you agree to all of the terms and
conditions described in the attached Agreement and in the Plan, a
copy of which is available upon request to the Corporate Secretary.
You acknowledge that you have carefully reviewed the Plan, and
agree that the Plan will control in the event any provision of this
Agreement should appear to be inconsistent.
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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
INCENTIVE STOCK OPTION
AGREEMENT
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This option is
intended to be an incentive stock option under Section 422 of
the Internal Revenue Code and will be interpreted accordingly. If
you cease to be an employee of the Company, its parent or a
Subsidiary (“Employee”) but continue to provide
Service, this option will be deemed a nonstatutory stock option
three months after you cease to be an Employee. In addition, to the
extent that all or part of this option exceeds the $100,000 rule of
section 422(d) of the Internal Revenue Code, this option or the
lesser excess part will be deemed to be a nonstatutory stock
option.
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This option is
only exercisable before it expires and then only with respect to
the vested portion of the option. Subject to the preceding
sentence, you may exercise this option, in whole or in part, to
purchase a whole number of vested shares not less than 100 shares,
unless the number of shares purchased is the total number available
for purchase under the option, by following the procedures set
forth in the Plan and below in this Agreement.
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Your right to
purchase shares of Stock under this option vests as to one-third
(1/3) of the total number of shares covered by this option, as
shown on the cover sheet, on each of the first, second and third
anniversaries of the Grant Date, provided you then continue in
Service. The resulting aggregate number of vested shares will be
rounded to the nearest whole number, and you cannot vest in more
than the number of shares covered by this option.
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No additional
vesting shall occur after your Service has terminated for any
reason.
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Termination
without Cause, Good Reason or Non-Renewal of Employment
Agreement
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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 Agreement)
during the term of your Employment Agreement, (ii) you
terminate your Service or your Employment Agreement for “Good
Reason” (as defined in your Employment Agreement) during the
term of your Employment Agreement, or (iii) your Service is
terminated upon the Company’s election not to renew the term
for one of the four successive one-year renewal terms pursuant to
Section 2 of your Employment Agreement, then, after the
Company’s receipt of the Severance and Release Documents (as
defined in your Employment Agreement) you shall be 100% vested in
this option as of the date of the Company’s receipt of such
Severance and Release Documents.
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2
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As used herein,
the term “Employment Agreement” shall mean that certain
Employment Agreement between you and the Company dated
September 15, 2008, as the same may be amended after the date
hereof.
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Your option
will expire in any event at the close of business at Company
headquarters on the day of the 10th anniversary of the Grant Date,
as shown on the cover sheet. Your option will expire earlier if
your Service terminates, as described below.
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If your Service
terminates for any reason, other than death, Disability or Cause,
then your option will expire at the close of business at Company
headquarters on the 90th day after your termination
date.
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If your Service
is terminated for Cause, then you shall immediately forfeit all
rights to your option and the option shall immediately
expire.
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If your Service
terminates because of your death, then your option will expire at
the close of business at Company headquarters on the date twelve
(12) months after the date of death. During that twelve month
period, your estate or heirs may exercise the vested portion of
your option.
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In addition, if
you die during the 90-day period described in connection with a
regular termination (i.e., a termination of your Service not on
account of your death, Disability or Cause), and a vested portion
of your option has not yet been exercised, then your option will
instead expire on the date twelve (12) months after your
termination date. In such a case, during the period following your
death up to the date twelve (12) months after your termination
date, your estate or heirs may exercise the vested portion of your
option.
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If your Service
terminates because of your Disability, then your option will expire
at the close of business at Company headquarters on the date twelve
(12) months after your termination date.
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For purposes of
this option, your Service does not terminate when you go on a
bona fide employee leave of absence that was approved by the
Company in writing, if the terms of the leave
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3
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provide for
continued Service crediting, or when continued Service crediting is
required by applicable law. However, your Service will be treated
as terminating 90 days after you went on employee leave,
unless your right to return to active work is guaranteed by law or
by a contract. Your Service terminates in any event when the
approved leave ends unless you immediately return to active
employee work.
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The Company
determines, in its sole discretion, which leaves count for this
purpose, and when your Service terminates for all purposes under
the Plan.
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When you wish
to exercise this option, you must notify the Company by filing the
proper “Notice of Exercise” form at the address given
on the form. Your notice must specify how many shares you wish to
purchase (in a parcel of at least 100 shares generally). Your
notice must also specify how your shares of Stock should be
registered (in your name only or in your and your spouse’s
names as joint tenants with right of survivorship). The notice will
be effective when it is received by the Company.
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If someone else
wants to exercise this option after your death, that person must
prove to the Company’s satisfaction that he or she is
entitled to do so.
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When you submit
your notice of exercise, you must include payment of the option
price for the shares you are purchasing. Payment may be made in one
(or a combination) of the following forms:
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• Cash, your
personal check, a cashier’s check, a money order, wire
transfer or another cash equivalent acceptable to the
Company.
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• Shares of Stock
which have already been owned by you for more than six months and
which are surrendered to the Company. The value of the shares,
determined as of the effective date of the option exercise, will be
applied to the option price.
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• By delivery (on a
form prescribed by the Company) of an irrevocable direction to a
licensed securities broker acceptable to the Company (a
“Qualified Broker”) to sell Stock and to deliver all or
part of the sale proceeds to the Company in payment of the
aggregate option price and any withholding taxes (the “Net
Exercise”).
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4
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You will not be
allowed to exercise this option unless you make acceptable
arrangements to pay any withholding or other taxes that may be due
as a result of the option exercise or sale of Stock acquired under
this option. In the event that the Company determines that any
federal, state, local or foreign tax or withholding payment is
required relating to the exercise or sale of shares arising from
this grant, the Company shall have the right to: (i) require such
payments from you; (ii) withhold such amounts from other
payments due to you from the Company or any Affiliate; or
(iii) cause an immediate for
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