ROYAL GOLD, INC.
2004 OMNIBUS LONG-TERM INCENTIVE PLAN
STOCK APPRECIATION RIGHTS
AGREEMENT- STOCK SETTLED
Royal Gold,
Inc., a Delaware corporation (the “Company”), hereby
grants stock appreciation rights (“SARs”) relating to
its common stock, $.01 par value per share, (the
“Stock”) to the Grantee named below subject to the
restrictions and vesting conditions set forth in the attachment.
The terms and conditions of the SARs are set forth in this cover
sheet, in the attachment, and in the Company’s 2004 Omnibus
Long-Term Incentive Plan (the “Plan”).
Grantee’s
Social Security Number: _____-____-_____
Number of
Shares of Stock Subject to the SARs: ______________
SAR Grant Price
per Share: $___.___ (At least 100% of Fair Market Value on the
Grant Date)
Vesting Start
Date:
, ____
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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Title:
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
STOCK APPRECIATION RIGHTS
AGREEMENT
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Stock
Appreciation Rights
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This grant is
an award of stock appreciation rights (“SARs”)
exercisable for the number of shares set forth on the cover sheet,
subject to the vesting conditions described below.
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The SARs are
only exercisable before they expire and then only with respect to
the vested portion of the SARs. Subject to the preceding sentence,
you may exercise the SARs, in whole or in part, for 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 SARs, by following the procedures set forth in the Plan and
below in this Agreement.
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Your right to
exercise the SARs vests as to one-third (1/3) of the total number
of shares of Stock subject to the SARs, as shown on the cover
sheet, on the first, second and third anniversaries of the Vesting
Start Date (“Anniversary Date”), provided you then
continue in Service. The resulting aggregate number of vested SARs
will be rounded to the nearest whole number, and you cannot vest in
more than the number of SARs shown on the cover sheet.
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No additional
SARs will vest 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
the SARs 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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Your SARs 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 SARs 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 unvested SARs will expire immediately and your vested
SARs 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 SARs and the SARs shall immediately
expire.
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If your Service
terminates because of your death, then your unvested SARs will
expire immediately and your vested SARs 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 SARs.
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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 SARs has not yet been exercised, then your SARs 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
SARs.
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If your Service
terminates because of your Disability, then your unvested SARs will
expire immediately and your vested SARs 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
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shares of Stock
underlying the SARs for any portion of the period of time between
the date of termination of your Service and the expiration date of
the SARs 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
the SARs shall be extended for a period of time equal to the number
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 award of SARs, 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 award of SARs, 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 SARs
you wish to exercise (in a parcel of at least 100 SARs generally).
Your notice must also specify how the shares of Stock received on
the exercise of your SARs 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 the SARs 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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Upon your
exercise of the SARs, the Company shall pay you in shares of Stock
an amount equal to the positive difference (if any) between the
Fair Market Value of a share of Stock on the exercise date and the
SAR Grant Price, multiplied by the number of SARs being exercised.
Any fractional shares of Stock
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