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ROYAL GOLD, INC. 2004 OMNIBUS LONG-TERM INCENTIVE PLAN INCENTIVE STOCK OPTION AGREEMENT

Option Agreement

ROYAL GOLD, INC. 2004 OMNIBUS LONG-TERM INCENTIVE PLAN INCENTIVE STOCK OPTION AGREEMENT | Document Parties: ROYAL GOLD, INC You are currently viewing:
This Option Agreement involves

ROYAL GOLD, INC

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Title: ROYAL GOLD, INC. 2004 OMNIBUS LONG-TERM INCENTIVE PLAN INCENTIVE STOCK OPTION AGREEMENT
Governing Law: Delaware     Date: 11/7/2008
Industry: Gold and Silver     Sector: Basic Materials

ROYAL GOLD, INC. 2004 OMNIBUS LONG-TERM INCENTIVE PLAN INCENTIVE STOCK OPTION AGREEMENT, Parties: royal gold  inc
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Exhibit 10.2

Option No.:                     

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”).

 

 

 

Grant Date:

 

 

 

 

 

Name of Optionee:

 

 

 

 

 

Optionee’s Social Security Number:

 

 

 

 

 

Number of Shares Covered by Option:

 

 

 

 

 

Option Price per Share:

 

$                      .                      (At least 100% of Fair Market Value)

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.

 

 

 

 

 

Optionee:

 

 

 

 

 

 

 

 

 

 

 

(Signature)

 

 

 

 

 

 

 

Company:

 

 

 

 

 

 

 

 

 

 

 

(Signature)

 

 

 

 

 

 

 

Title:

 

President and Chief Executive Officer

 

 

Attachment

This is not a stock certificate or a negotiable instrument.

 

 


 

 

ROYAL GOLD, INC.
2004 OMNIBUS LONG-TERM INCENTIVE PLAN

INCENTIVE STOCK OPTION AGREEMENT

 

 

 

Incentive Stock Option

 

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.

 

 

 

Vesting

 

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.

 

 

 

 

 

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.

 

 

 

 

 

No additional vesting shall occur after your Service has terminated for any reason.

 

 

 

Termination without Cause, Good Reason or Non-Renewal of Employment Agreement

 

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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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.

 

 

 

Term

 

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.

 

 

 

Regular Termination

 

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.

 

 

 

Termination for Cause

 

If your Service is terminated for Cause, then you shall immediately forfeit all rights to your option and the option shall immediately expire.

 

 

 

Death

 

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.

 

 

 

 

 

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.

 

 

 

Disability

 

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.

 

 

 

Leaves of Absence

 

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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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.

 

 

 

 

 

The Company determines, in its sole discretion, which leaves count for this purpose, and when your Service terminates for all purposes under the Plan.

 

 

 

Notice of Exercise

 

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.

 

 

 

 

 

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.

 

 

 

Form of Payment

 

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:

 

 

 

 

 

      Cash, your personal check, a cashier’s check, a money order, wire transfer or another cash equivalent acceptable to the Company.

 

 

 

 

 

      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.

 

 

 

 

 

      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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Withholding Taxes

 

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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