ROYAL GOLD, INC.
2004 OMNIBUS LONG-TERM INCENTIVE PLAN
NONQUALIFIED 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”).
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 also 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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Attachment
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This is not a
stock certificate or a negotiable instrument.
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ROYAL GOLD, INC.
2004 OMNIBUS LONG-TERM INCENTIVE PLAN
NONQUALIFIED STOCK OPTION AGREEMENT
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This option is
not intended to be an incentive stock option under
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Section 422 of the Internal Revenue Code
and will be interpreted accordingly.
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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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Termination
without Cause, Good Reason or Non-Renewal of Employment
Agreement
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No additional
vesting shall occur after your Service has terminated for any
reason. 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.
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2
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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 90 th 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. 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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Extension of
Expiration Date
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Notwithstanding
the foregoing, if (i) you are terminated pursuant to
Sections 5(a), (c), (d) or (e) of your Employment
Agreement, and (ii) you are precluded from selling in the open
market any shares of Stock underlying this option for any portion
of the period of time between the date of termination of your
Service and the expiration date of this option set forth in the
section entitled “Regular Termination,”
“Death” or “Disability” above, as
applicable, by reason of any lock-up agreement restricting your
ability to sell such Stock in the open market or under the
Company’s insider trading or similar plan as then in effect
(whether because a trading window is not open or you are otherwise
restricted from trading), then the expiration date for this option
shall be extended for a period of time equal to the
number
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of days that
you were precluded from selling such Stock during the exercise
period, provided, however, that the expiration date shall not be
extended pursuant to this section beyond the tenth (10th)
anniversary of the Grant 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 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. 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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4
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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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You will not be
allowed to exercise this option unless you mak
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