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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Chairman 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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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) ___percent (___%) of the total
number of Performance Shares granted hereunder shall vest for each
___ percent (___%) 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, 2004 of $0.82 per share (you will
be ___(___%) vested in the Performance Shares if there has been a
___percent increase in FCFPS over FCFPS in the trailing twelve
month period ended September 30, 2004); (ii) ___ percent
(___%) of the total number of Performance Shares granted hereunder
shall vest for each ___% 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 0.0234 ounces per share at the Grant
Date; and (iii) one hundred percent (100%) of all unvested
Performance Shares granted hereunder shall vest when and if the
market capitalization of the Company (calculated by multiplying
(A) the number of outstanding shares of Stock by (B) the
fair market value of a share of Stock on such date, such fair
market value to be equal to the closing price of Stock on such date
as quoted on the Nasdaq Stock Market and listed by the Nasdaq
Corporate Services Network on its web page (www.nasdaq.net)) is
equal to or greater than $___for five (5) consecutive days that the
Nasdaq Stock Market is open for the transaction of business. The
vesting thresholds set forth in subsections (i) —
(iii) above are separate and independent thresholds that will
each result in vesting; all three (3) 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
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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 t
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