Exhibit
10.1

     

    AMENDED
AND RESTATED INDEMNIFICATION AGREEMENT

     

    THIS
INDEMNIFICATION AGREEMENT (the “Agreement”) dated as of
______________, 20__, is made by and between Royal Gold, Inc., a Delaware
corporation (the “Corporation”), and the
undersigned member of the Board of Directors or officer, manager, employee,
agent or fiduciary of the Corporation (“Indemnitee”).

     

    WHEREAS,
the Corporation is aware that competent and experienced persons are increasingly
reluctant to serve as directors, officers, managers, employees, agents or
fiduciaries of corporations unless they are protected by comprehensive liability
insurance and indemnification, due to increased exposure to litigation costs and
risks resulting from their service to such corporations, and due to the fact
that the exposure frequently bears no reasonable relationship to the
compensation of such directors, officers, managers, employees and other agents
or fiduciaries;

     

    WHEREAS,
the Corporation's Amended and Restated Bylaws (as amended from time to time, the
“Bylaws”), the
Corporation’s Amended Certificate of Incorporation (as amended from time to
time, the “Certificate”)
and the Delaware General Corporation Law (the “DGCL”), under which the
Corporation is organized, empower the Corporation to indemnify its directors,
officers, employees, agents and fiduciaries by agreement and to indemnify
persons who serve, at the request of the Corporation, as the directors,
officers, employees, agents or fiduciaries of other corporations, partnerships,
joint ventures, trusts or other or enterprises, and expressly provides that the
indemnification provided by the Certificate, the Bylaws and the DGCL are not
exclusive;

     

    WHEREAS,
such Certificate, Bylaws and the DGCL contemplate that contracts, insurance
policies and other financial arrangements may be entered into with respect to
indemnification of directors, officers, employees or agents;

     

    WHEREAS,
the Corporation has purchased and presently maintains a policy or policies of
directors’ and officers’ liabilities insurance (“D&O Insurance”) covering
certain liabilities that may be incurred by the Corporation’s directors and
officers in the performance of their services to the Corporation;

     

    WHEREAS,
uncertainties regarding the adequacy of coverage of D&O Insurance as well as
uncertainties regarding the applicability, amendment and enforcement of
statutory provisions and provisions of the Certificate and the Bylaws have
raised questions concerning the adequacy and reliability of the protection
afforded directors and officers;

     

    WHEREAS,
the Corporation and Indemnitee have previously entered into an Indemnification
Agreement (the “Prior
Agreement”), and the Corporation and Indemnitee desire to amend and
restate the Prior Agreement in its entirety with this Agreement;

     

    WHEREAS,
it is reasonable, prudent and necessary for the Corporation to obligate itself
contractually to indemnify Indemnitee pursuant to the terms of this Agreement so
that Indemnitee will serve or continue to serve the Corporation free from undue
concern that Indemnitee will not be adequately protected; and


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    WHEREAS,
Indemnitee is willing to serve, continue to serve and to take on additional
service for or on behalf of the Corporation on condition that Indemnitee be so
indemnified;

     

    NOW,
THEREFORE, in consideration of the premises and the covenants contained herein,
the Corporation and Indemnitee do hereby covenant and agree as
follows:

     

    1.          Definitions.  As
used in this Agreement,

     

    (a)          Change in
Control.  The term “Change in Control” shall mean
a change in the possession, directly or indirectly, of the power to direct or
cause the direction of the management and policies of the Corporation or any
successor in interest to the Corporation, whether through the ownership of
voting securities, by contract or otherwise.  A Change in Control
shall be deemed to have occurred if any of the following occur after the date of
this Agreement: (i) any “person” (as such term is used
in Sections 13(d)(3) and 14(d)(2) of the Securities Exchange Act of 1934, as
amended (the “Exchange
Act”)) other than the Corporation, a trustee or other fiduciary holding
securities under an employee benefit plan of the Corporation or a corporation
owned directly or indirectly by the stockholders of the Corporation in
substantially the same proportions as their ownership of stock of the
Corporation, becomes the “beneficial owner” (as defined
in Rule 13d-3 promulgated under the Exchange Act), directly or indirectly, of
securities of the Corporation representing 15% or more of the total voting power
represented by the Corporation's then outstanding Voting Securities,
(ii) during any period of two consecutive years, Continuing Directors cease
for any reason to constitute a majority of the members of the Board of
Directors, (iii) the death, removal or resignation of [three] or more Continuing
Directors during any 12 month period, (iv) the stockholders of the
Corporation approve (A) a merger or consolidation of the Corporation with any
other entity other than a merger or consolidation which would result in the
Voting Securities of the Corporation outstanding immediately prior thereto
continuing to represent (either by remaining outstanding or by being converted
into Voting Securities of the surviving entity) at least 60% of the total voting
power represented by the Voting Securities of the Corporation or such surviving
entity outstanding immediately after such merger or consolidation, or (B) a plan
of dissolution or liquidation of the Corporation or an agreement for the sale,
lease, conveyance, disposition or other transfer by the Corporation of (in one
transaction or a series of transactions) all or substantially all of the
Corporation's assets, or (v) there occurs any other event of a nature that would
be required to be reported in response to Item 6(e) of Schedule 14A of
Regulation 14A (or a response to any similar item on any similar schedule or
form) promulgated under the Exchange Act, whether or not the Corporation is then
subject to such reporting requirement.


    
      
         


      

      
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    (b)           Continuing
Directors.  The term “Continuing Directors” shall
mean, as of the date of determination, any individual who either (i) was a
director at the beginning of the two year period preceding such date of
determination or (ii) was nominated for election or elected to the Board of
Directors with the affirmative vote of at least a majority of the directors then
still in office who either were directors at the beginning of the two year
period preceding such date of determination or whose election or nomination for
election was previously so approved, but shall exclude any person whose initial
election to the Board of Directors occurs as a result of either an actual or
threatened election contest (as such terms are used in Rule 14a-11 of Regulation
14A promulgated under the Exchange Act), other actual or threatened solicitation
of proxies or consents or an actual or threatened tender offer.

     

    (c)           Corporate
Status.  The term “Corporate Status” describes
the status of an individual who is or was a director, officer, manager,
employee, agent or fiduciary of the Corporation or of any other corporation,
partnership, joint venture, trust, employee benefit plan or other enterprise
which such individual is or was serving at the request of the
Corporation.

     

    (d)           Corporation.  References
to the “Corporation”
shall include, in addition to the Corporation, any constituent corporation
(including any constituent of a constituent) absorbed in a consolidation or
merger to which the Corporation (or any of its wholly owned subsidiaries) is or
was a party which, if its separate existence had continued, would have had power
and authority to indemnify its directors, officers, managers, employees, agents
or fiduciaries, so that if Indemnitee is or was a director, manager, officer,
employee, agent, control person, or fiduciary of such constituent corporation,
or is or was serving at the request of such constituent corporation as a
director, officer, manager, employee, control person, agent or fiduciary of
another corporation, partnership, joint venture, employee benefit plan, trust or
other enterprise, Indemnitee shall stand in the same position under the
provisions of this Agreement with respect to the resulting or surviving
corporation as Indemnitee would have with respect to such constituent
corporation if its separate existence had continued.

     

    (e)           Expenses.  The
term “Expenses” shall
include, without limitation, any judgments, fines and penalties against
Indemnitee in connection with a Proceeding; amounts paid by Indemnitee in
settlement of a Proceeding; and all attorneys' fees and disbursements,
accountants' fees, private investigation fees and disbursements, retainers,
court costs, transcript costs, fees of experts, fees and expenses of witnesses,
travel expenses, duplicating costs, printing and binding costs, telephone
charges, postage, delivery service fees, and all other disbursements, or
expenses, reasonably incurred by or for Indemnitee in connection with
prosecuting, defending, preparing to prosecute or defend, investigating, being
or preparing to be a witness in a Proceeding or establishing Indemnitee's right
of entitlement to indemnification for any of the foregoing.  Expenses
also shall include Expenses incurred in connection with any appeal resulting
from any Proceeding, including without limitation, the premium, security for,
and other costs relating to any cost bond, supersedeas bond or other bond or its
equivalent.

     

    (f)           Fines.  References
to “fines” shall
include, without limitation, any fines, penalties and assessments, as well as
any excise tax assessed with respect to any employee benefit
plan.


    
      
         


      

      
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    (g)          Independent Legal
Counsel.  For purposes of this Agreement, “Independent Legal Counsel”
shall mean an attorney or firm of attorneys that is experienced in the matters
of corporation law, selected in accordance with the provisions of Section 9(c)
hereof, who shall not have otherwise performed services for the Corporation or
any indemnitee of the Corporation within the last three years (other than with
respect to matters concerning the right of any indemnitee under this Agreement,
or of other indemnitees under similar indemnity
agreements).  Notwithstanding the foregoing, the term “Independent
Legal Counsel” shall not include any attorney who, under the applicable
standards of professional conduct then prevailing, would have a conflict of
interest in representing either the Corporation or an Indemnitee in any action
to determine the Indemnitee’s rights pursuant to this Agreement.

     

    (h)          Other
Enterprise.  References to “other enterprise” shall
include employee benefit plans sponsored by the Corporation or made available by
the Corporation to its employees.

     

    (i)           Proceeding.  The
term “Proceeding” shall
include any threatened, pending or completed action, suit, inquiry, proceeding,
arbitration or alternative dispute resolution mechanism, investigation (whether
designated by the investigative agency as a formal investigation or otherwise),
administrative hearing or any other actual, threatened or completed proceeding,
whether brought by or in the right of the Corporation or otherwise and whether
of a civil, criminal, administrative, regulatory or investigative nature, in
which Indemnitee was, is or will be involved as a party, as a witness or
otherwise, by reason of the fact that Indemnitee is or was a director, officer,
manager, employee, agent or fiduciary of the Corporation, by reason of any
action taken by Indemnitee or of any inaction on Indemnitee's part while acting
as a director, officer, manager, employee, agent or fiduciary or by reason of
the fact that Indemnitee is or was serving at the request of the Corporation as
a director, officer, manager, employee, agent or fiduciary of another
corporation, partnership, joint venture, trust, limited liability company or
other enterprise; in each case whether or not Indemnitee is acting or serving in
any such capacity at the time any liability or expense is incurred for which
indemnification or reimbursement can be provided under this Agreement; provided
that any such action, suit or proceeding which is brought by Indemnitee against
the Corporation or directors, officers, managers, employees, agents or
fiduciaries of the Corporation shall not be deemed a Proceeding, except
(i) with respect to actions or proceedings to establish or enforce a right
to indemnity under this Agreement or any other agreement or insurance policy or
under the Certificate or Bylaws now or hereafter in effect, (ii) in
specific cases if the Board of Directors has approved the initiation or bringing
of such Proceeding, or (iii) as otherwise required under the DGCL,
regardless of whether Indemnitee ultimately is determined to be entitled to such
indemnification, advance expense payment or insurance recovery, as the case may
be.

     

    (j)          Reviewing
Party.  A “Reviewing Party” shall mean
the party elected pursuant to Section 9(b) of this
Agreement.

     

    (k)         Serving at the Request of
the Corporation.  References to “serving at the request of the
Corporation” shall include any service as a director, officer, manager,
employee, controlling person, agent or fiduciary of the Corporation that imposes
duties on, or involves services by, such director, officer, manager, employee,
controlling person, agent or fiduciary with respect service as a director,
officer, manager, employee, control person, agent or fiduciary of the
Corporation or of another corporation, partnership, joint venture, employee
benefit plan, trust or other enterprise.


    
      
         


      

      
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    (l)           Substantiating
Documentation.  The term “substantiating documentation”
shall mean, as applicable (i) copies of bills or invoices for costs incurred by
or for Indemnitee, or copies of court or agency orders or decrees or settlement
agreements, as the case may be, accompanied by a sworn statement from Indemnitee
that such bills, invoices, court or agency orders or decrees or settlement
agreements, represent costs or liabilities meeting the definition of "Expenses"
herein and/or (ii) documentation and information as is reasonably available to
Indemnitee and is reasonably necessary to determine whether and to what extent
Indemnitee is entitled to indemnification.

     

    (m)         Threatened Change in
Control.  A “Threatened Change in Control”
shall mean the occurrence of one or more of the following events:  (i)
the Corporation (or any affiliate of the Corporation) entering into an
agreement, the consummation of which would result in the occurrence of a Change
in Control; (ii) any person (including, without limitation, the Corporation)
publicly announcing an intention to take or to consider taking actions which, if
consummated, would constitute a Change in Control; or (iii) the Board notifying
Indemnitee in writing that a threat of a Change in Control exists.

     

    (n)          To the Fullest Extent
Authorized or Permitted by Law.  The phrase “to the fullest extent authorized or
permitted by law” shall include, but not be limited to: (i) to the
fullest extent authorized or permitted by law, even if such indemnification is
not specifically authorized by the other provisions of this Agreement, the
Certificate or Bylaws or by statute; (ii) to the fullest extent authorized or
permitted by the provision of the DGCL that authorizes or contemplates
additional indemnification by agreement, or the corresponding provision of any
amendment to or replacement of the DGCL or such provision thereof; (iii) to the
fullest extent authorized or permitted by any amendments to or replacements of
the DGCL or any other applicable law, statute or rule adopted after the date of
this Agreement that expands the right of a corporation to indemnify a member of
its Board of Directors or an officer, employee, controlling person, agent or
fiduciary; and (iv) in the event of any amendments to or replacements of the
DGCL or any applicable law, statute or rule that narrows the right of a
corporation to indemnify a member of its Board of Directors or an officer,
employee, agent or fiduciary, and to the extent such amendments and/or
replacements are not otherwise required by such law, statute or rule to be
applied to this Agreement, to the fullest extent permitted pursuant to this
Agreement as of the date hereof.

     

    (o)          Voting Securities.
“Voting Securities”
shall mean any securities of the Corporation that vote generally in the election
of directors.

     

    2.           Indemnity of
Indemnitee.

     

    The
Corporation hereby agrees to hold harmless and indemnify Indemnitee to the
fullest extent authorized or permitted by law.  In furtherance of the
foregoing indemnification, and without limiting the generality
thereof:


    
      
         


      

      
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    (a)           Proceedings Other Than
Proceedings by or in the Right of the Corporation.  Indemnitee
shall be entitled to the rights of indemnification provided in this Section 2(a) if, by
reason of his Corporate Status, he is, or is threatened to be made, a party to
or participant in any Proceeding other than a Proceeding by or in the right of
the Corporation.  Pursuant to this Section 2(a),
Indemnitee shall be indemnified against all Expenses, judgments, penalties,
fines and amounts paid in settlement actually and reasonably incurred by him or
on his behalf in connection with such Proceeding or any claim, issue or matter
therein, if he acted in good faith and in a manner he reasonably believed to be
in or not opposed to the best interests of the Corporation and, with respect to
any criminal Proceeding, had no reasonable cause to believe his conduct was
unlawful.

     

    (b)           Proceedings by or in the
Right of the Corporation.  Indemnitee shall be entitled to the
rights of indemnification provided in this Section 2(b) if, by
reason of his Corporate Status, he is, or is threatened to be made, a party to
or participant in any Proceeding brought by or in the right of the Corporation
to procure a judgment in its favor.  Pursuant to this Section 2(b),
Indemnitee shall be indemnified against all Expenses actually and reasonably
incurred by him or on his behalf in connection with such Proceeding if he acted
in good faith and in a manner he reasonably believed to be in or not opposed to
the best interests of the Corporation; provided, however, that, if applicable
law so provides, no indemnification against such Expenses shall be made in
respect of any claim, issue or matter in such Proceeding as to which Indemnitee
shall have been finally adjudged to be liable to the Corporation unless and to
the extent that the Court of Chancery of the State of Delaware shall determine,
upon application that, despite the adjudication of liability but in view of all
the circumstances of the case, the Indemnitee is fairly and reasonably entitled
to indemnity for such Expenses which the Delaware Court of Chancery or such
other court shall deem proper.

     

    3.       
    Additional Indemnification.

     

    (a)          Additional
Indemnity.  In addition to, and without regard to any
limitations on, the indemnification provided for in Section 2, the
Corporation shall and hereby does indemnify and hold harmless Indemnitee to the
fullest extent authorized or permitted by law against all Expenses actually and
reasonably incurred by him or on his behalf if, by reason of his Corporate
Status he is, or is threatened to be made, a party to or participant in any
Proceeding (including a Proceeding by or in the right of the Corporation
).

     

    (b)          Limitations on Additional
Indemnity.

     

    (i)           Excluded Action or
Omissions.  No indemnification pursuant to Section 3(a)
hereof shall be paid by the Corporation to indemnify Indemnitee for Expenses
resulting from acts, omissions or transactions for which Indemnitee is
prohibited from receiving indemnification under this Agreement, the Certificate
or Bylaws, or applicable law; provided, however, notwithstanding any limitation
set forth in this Section 3(b)(i)
regarding the Corporation’s obligation to provide indemnification, Indemnitee
shall be entitled under Section 8 to receive
Expense Advances hereunder with respect to any such Proceeding unless and until
a court having jurisdiction over the Proceeding shall have made a final judicial
determination (as to which all rights of appeal therefrom have been exhausted or
lapsed) that Indemnitee has engaged in acts, omissions or transactions for which
Indemnitee is prohibited from receiving indemnification under this Agreement or
applicable law.


    
      
         


      

      
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    (ii)           Claims Under Exchange
Act.  No indemnification pursuant to Section 3(a)
hereof shall be paid by the Corporation to indemnify Indemnitee for (i) Expenses
and the payment of profits arising from the purchase and sale by Indemnitee of
securities in violation of Section 16(b) of the Exchange Act, or any similar
successor statute or similar provisions of any Federal, state or local statutory
law, or (ii) any reimbursement of the Corporation by the Indemnitee of any bonus
or other incentive-based or equity-based compensation or of any profits realized
by the Indemnitee from the sale of securities of the Corporation, as required in
each case under the Exchange Act (including any such reimbursements that arise
from an accounting restatement of the Corporation pursuant to Section 304 of the
Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”), or the
payment to the Corporation of profits arising from the purchase and sale by
Indemnitee of securities in violation of Section 306 of the Sarbanes-Oxley Act);
provided, however, that notwithstanding any limitation set forth in this Section 3(b)(ii)
regarding the Corporation’s obligation to provide indemnification, Indemnitee
shall be entitled under Section 8 to receive
Expense Advances hereunder with respect to any such Proceeding unless and until
a court having jurisdiction over the Proceeding shall have made a final judicial
determination (as to which all rights of appeal therefrom have been exhausted or
lapsed) that Indemnitee has violated said statute.

     

    (iii)           Lack of Good
Faith.  No indemnification pursuant to Section 3(a)
hereof shall be paid by the Corporation to indemnify Indemnitee for any Expenses
incurred by the Indemnitee with respect to any action instituted (A) by
Indemnitee to enforce or interpret this Agreement, if a court having
jurisdiction over such action determines as provided in Section 10 that each
of the material assertions made by the Indemnitee as a basis for such action was
not made in good faith or was frivolous, or (B) by or in the name of the
Corporation to enforce or interpret this Agreement, if a court having
jurisdiction over such action determines as provided in Section 10 that each of
the material defenses asserted by Indemnitee in such action was made in bad
faith or was frivolous.

     

    (iv)           Proceedings Initiated by
Indemnitee.  No indemnification pursuant to Section 3(a)
hereof shall be paid by the Corporation to indemnify or make Expense Advances to
Indemnitee with respect to Proceedings initiated or brought voluntarily by
Indemnitee and not by way of defense, counterclaim or crossclaim, except (A)
with respect to actions or proceedings brought to establish or enforce a right
to indemnification or Expense Advances under this Agreement or any other
agreement or insurance policy or under the Certificate or Bylaws, (B) in
specific cases if the Board of Directors has approved the initiation or bringing
of such Proceeding or (C) as otherwise required under Section 145 of the DGCL,
regardless of whether Indemnitee ultimately is determined to be entitled to such
indemnification, Expense Advance or insurance recovery, as the case may
be.


    
      
         


      

      
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    (c)          Mandatory Payment of
Expenses.  Notwithstanding any other provision of this
Agreement, to the extent that Indemnitee has been successful on the merits or
otherwise, including, without limitation, the dismissal of an action without
prejudice, in the defense of any Proceeding or in the defense of any claim,
issue or matter therein, Indemnitee shall be indemnified against all Expenses
incurred by Indemnitee in connection therewith.

     

    4.           Contribution
in the Event of Joint Liability.

     

    (a)          Other Parties Jointly
Liable.  The Corporation hereby agrees to fully indemnify and
hold Indemnitee harmless from any claims of contribution which may be brought by
officers, directors or employees of the Corporation who may be jointly liable
with Indemnitee.

     

    (b)          Corporation Jointly Liable;
Full Payment.  Whether or not the indemnification provided in
Sections 2 and
3 hereof is available, in respect of any Proceeding in which the
Corporation is jointly liable with Indemnitee (or would be if joined in such
action, suit or proceeding), the Corporation shall pay, in the first instance,
the entire amount of all Expenses relating to such Proceeding without requiring
Indemnitee to contribute to such payment and the Corporation hereby waives and
relinquishes any right of contribution it may have against
Indemnitee.  The Corporation shall not enter into any settlement of
any Proceeding in which the Corporation is jointly liable with Indemnitee (or
would be if joined in such Proceeding) unless such settlement provides for a
full and final release of all claims asserted against Indemnitee.

     

    (c)          Corporation Jointly Liable;
Shared Payment.  Without diminishing or impairing the
obligations of the Corporation set forth in the preceding subparagraph, if, for
any reason, Indemnitee shall elect or be required to pay all or any portion of
any Expenses in any threatened, pending or completed Proceeding in which
Corporation is jointly liable with Indemnitee (or would be if joined in such
Proceeding), the Corporation shall contribute to the amount of Expenses actually
incurred and paid or payable by Indemnitee in proportion to the relative
benefits received by the Corporation and all officers, directors or employees of
the Corporation other than Indemnitee who are jointly liable with him (or would
be if joined in such Proceeding), on the one hand, and Indemnitee, on the other
hand, from the transaction from which such Proceeding arose; provided, however,
that the proportion determined on the basis of relative benefit may, to the
extent necessary to conform to law, be further adjusted by reference to the
relative fault of the Corporation and all officers, directors or employees of
the Corporation other than Indemnitee who are jointly liable with Indemnitee (or
would be if joined in such Proceeding), on the one hand, and Indemnitee, on the
other hand, in connection with the events that resulted in such Expenses,
judgments, penalties, fines or settlement amounts, as well as any other
equitable considerations which the law may require to be
considered.  The relative fault of the Corporation and all officers,
directors or employees of the Corporation other than Indemnitee who are jointly
liable with him (or would be if joined in such Proceeding), on the one hand, and
Indemnitee, on the other hand, shall be determined by reference to, among other
things, the degree to which their actions were motivated by intent to gain
personal profit or advantage, the degree to which their liability is primary or
secondary, and the degree to which their conduct is active or
passive.


    
      
         


      

      
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    (d)           Registration of
Securities.  In connection with the registration of the
Corporation’s securities, the relative benefits received by the Corporation and
Indemnitee shall be deemed to be in the same respective proportions that the net
proceeds from the offering (before deducting expenses) received by the
Corporation and the Indemnitee, in each case as set forth in the table on the
cover page of the applicable prospectus, bear to the aggregate public offering
price of the securities so offered.  The relative fault of the
Corporation and Indemnitee shall be determined by reference to, among other
things, whether the untrue or alleged untrue statement of a material fact or the
omission or alleged omission to state a material fact relates to information
supplied by the Corporation or Indemnitee and the parties’ relative intent,
knowledge, access to information and opportunity to correct or prevent such
statement or omission.

     

    (e)           Equitable
Considerations.  The Corporation and Indemnitee agree that it
would not be just and equitable if contribution pursuant to this Section 4(e) were
determined by pro rata or per capita allocation or by any other method of
allocation which does not take account of the equitable considerations referred
to in the immediately preceding paragraph.  In connection with any
registration of the Corporation’s securities, in no event and notwithstanding
the other provisions of this Section 4(e) shall an
Indemnitee be required to contribute any amount hereunder in excess of the
lesser of (i) that proportion of the total of such losses, claims, damages or
liabilities indemnified against equal to the proportion of the total securities
sold under such registration statement that is being sold by Indemnitee or (ii)
the proceeds received by Indemnitee from its sale of securities under such
registration statement. No person found guilty of fraudulent misrepresentation
(within the meaning of Section 10(f) of the Securities Act) shall be entitled to
contribution from any person who was not found guilty of such fraudulent
misrepresentation.

     

    (f)           Survival Regardless of
Investigation.  The indemnification and contribution provided
for herein will remain in full force and effect regardless of any investigation
made by or on behalf of Indemnitee or any officer, director, employee, agent or
controlling person of Indemnitee.

     

    5.           Maintenance
of D&O Insurance.

     

    The
Corporation hereby covenants and agrees that, so long as the Indemnitee shall
continue to serve as a member of its Board of Directors or an officer, employee,
controlling person, agent or fiduciary of the Corporation and thereafter so long
as the Indemnitee shall be subject to any possible Proceeding by reason of the
fact that the Indemnitee was a member of its Board of Directors or an officer,
employee, controlling person, agent or fiduciary of the Corporation, the
Corporation shall promptly maintain in full force and effect directors’ and
officers’ liability insurance (“D&O Insurance”) in
reasonable amounts from established and reputable insurers, provided that D&O
Insurance is available to the Corporation on commercially reasonable
terms.  In all policies of D&O Insurance, the Indemnitee shall be
named as an insured in such a manner as to provide the Indemnitee the same
rights and benefits as are accorded to the most favorably insured of the
Corporation’s directors, if the Indemnitee is a director; or of the
Corporation’s officers, if the Indemnitee is not a director of the corporation
but is an officer; or of the Corporation’s key employees, if the Indemnitee is
not a director or officer of the Corporation.  If the Corporation
decides to allow D&O Insurance coverage to lapse because D&O Insurance
is not available to the Corporation on commercially reasonable terms, the
Corporation shall so notify Indemnitee as soon as reasonably
practicable.  Upon any Change in Control, the Corporation shall obtain
continuation and/or “tail” coverage for Indemnitee for a period of no less than
six years following the date of such Change in Control.

     

    
      
        
        

      

      
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    6.           Security;
Establishment of a Trust.

     

    (a)           Security.  To
the extent requested by Indemnitee and (i) approved by the Board or (ii) in the
event of a Threatened Change in Control or a Change in Control, the Corporation
shall at any time and from time to time provide security to Indemnitee for the
Corporation’s obligations hereunder through an irrevocable bank line of credit,
funded trust, letter of credit or other collateral or financing arrangement
(each such security arrangement, the “Security”).  The
Security, once provided to Indemnitee, may not be revoked or released without
the prior written consent of Indemnitee.  The Security shall be in an
amount sufficient to satisfy any and all Expenses reasonably anticipated at the
time of each such request to be incurred in connection with investigating,
preparing for, participating in or defending any Proceedings, and any and all
judgments, fines, penalties and amounts paid in settlement (including all
interest, assessments and other charges paid or payable in connection with or in
respect of such judgments, fines penalties and amounts paid in settlement) in
connection with any and all Proceedings from time to time actually paid or
claimed, reasonably anticipated or proposed to be paid.  The amount or
amounts of such Security shall be determined by mutual agreement of the
Indemnitee and the Corporation or, if the Corporation and the Indemnitee are
unable to reach such an agreement, by Independent Legal Counsel selected in
accordance with Section 9(c)
hereof.

     

    (b)           Establishment of a
Trust.  To the extent the Corporation provides the Security
pursuant to Section 6(a) in the form of a funded trust (the “Trust”), the Corporation may,
in its discretion, establish one collective trust  for the benefit of
all persons who may have rights similar to those of the Indemnitee and the Trust
shall form part of such single collective trust.  The trustee of the
Trust (the “Trustee”)
shall be a bank or trust company or other individual or entity chosen by the
Corporation and reasonably acceptable to the Indemnitee.  Nothing in
this Section
6(b) shall relieve the Corporation of any of its obligations under this
Agreement.  The terms of the Trust shall provide that, except upon the
consent of both the Indemnitee and the Corporation, upon a Change in Control (i)
the Trust shall not be revoked or the principal thereof invaded, without the
written consent of the Indemnitee, (ii) the Trustee shall advance, within two
(2) business days of a request by the Indemnitee and upon the execution and
delivery to the Corporation of an undertaking providing that the Indemnitee
undertakes to repay the advance to the extent that it is ultimately determined
that Indemnitee is not entitled to be indemnified by the Corporation, any and
all Expenses to the Indemnitee, (iii) the Trust shall continue to be funded by
the Corporation in accordance with the funding obligations set forth above, (iv)
the Trustee shall promptly pay to the Indemnitee all amounts for which the
Indemnitee shall be entitled to indemnification pursuant to this Agreement or
otherwise and (v) all unexpended funds in such Trust shall revert to the
Corporation upon mutual agreement by the Indemnitee and the Corporation or, if
the Indemnitee and the Corporation are unable to reach such an agreement, by
Independent Legal Counsel selected in accordance with Section 9(c) hereof,
that the Indemnitee has been fully indemnified under the terms of this
Agreement.  The Trust shall be governed by Delaware law (without
regard to its conflicts of laws rules) and the Trustee shall consent to the
exclusive jurisdiction of the Delaware Court.

     

    
      
        
        

      

      
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    7.           Choice of
Counsel.

     

    The
Corporation shall have the right to approve Indemnitee’s selection of counsel
with respect to any Proceeding (which approval shall not be unreasonably
withheld and shall only be withheld where there is a conflict of interest with
respect to such counsel and the Corporation under applicable ethical rules or
where such counsel is not experienced in matters of the kind
presented).  Where it is feasible to do so without impairing the
Indemnitee’s ability to defend himself or herself in a Proceeding, Indemnitee
agrees to cooperate with the Corporation to reduce expenses and maximize the
insurance coverage applicable to a particular Proceeding, including without
limitation, by agreeing to be jointly represented by legal counsel with other
directors, officers, employees, agents or fiduciaries of the Corporation who are
also involved with the Proceeding; provided, however, that
nothing in this sentence shall be construed to prevent Indemnitee from retaining
his or her separate counsel, at the expense of the Corporation, where there
would be a conflict of interest, as determined by counsel for Indemnitee, as a
result of any such joint representation.

     

    8.           Advances of
Expenses.

     

    (a)           Payment of
Expenses.  Expenses (other than judgments, penalties, fines and
amounts paid in settlement) incurred by Indemnitee shall be paid by the
Corporation, in advance of the final disposition of the Proceeding, as soon as
practicable but in any event no later than twenty (20) days after receipt of
Indemnitee's written request accompanied by substantiating documentation and
Indemnitee's undertaking to repay such amount to the extent it is ultimately
determined that Indemnitee is not entitled to indemnification in accordance with
the provisions of this Agreement.

     

    (b)           Undertaking.  The
obligation of the Corporation to make an advance payment of Expenses to
Indemnitee pursuant to Section 8(a) (an
“Expense Advance”) shall
be subject to the condition that, if, when and to the extent that a Reviewing
Party determines that Indemnitee would not be permitted to be so indemnified
under applicable law, this Agreement, the Certificate or the Bylaws, the
Corporation shall be entitled to be reimbursed by Indemnitee (who hereby
undertakes and agrees to reimburse the Corporation) for all such amounts
theretofore paid; provided, however, that if Indemnitee has commenced or
thereafter commences legal proceedings in a court of competent jurisdiction to
secure a determination that Indemnitee should be indemnified under applicable
law, this Agreement, the Certificate or the Bylaws, any determination made by
the Reviewing Party that Indemnitee would not be permitted to be indemnified
under applicable law shall not be binding and Indemnitee shall not be required
to reimburse the Corporation for any Expense Advance until a final judicial
determination is made with respect thereto (as to which all rights of appeal
therefrom have been exhausted or lapsed).  Indemnitee’s obligation to
reimburse the Corporation for any Expense Advance shall be unsecured and no
interest shall be charged by the Corporation in connection with any such amounts
determined to be owed by Indemnitee.

     

    
      
        
        

      

      
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    (c)           Limitation on Expense
Advance.  Notwithstanding any of the foregoing provisions in
this Section 8,
the Corporation shall not be obligated to make an Expense Advance to Indemnitee
in connection with a lawsuit filed directly by the Corporation against
Indemnitee if an absolute majority of the members of the Board of Directors
reasonably determines in good faith, within ten (10) days of Indemnitee’s
request for an Expense Advance, that the facts known to them at the time such
determination is made demonstrate clearly and convincingly that Indemnitee acted
in bad faith after Indemnitee has had an opportunity, with counsel, to present
his case to the Board.  If such a determination is made, Indemnitee
may have such decision reviewed by another forum, in the manner set forth in
Section 10,
with all references therein to “indemnification” being deemed to refer to
“Expense Advance” and the burden of proof shall be on the Corporation to
demonstrate clearly and convincingly that, based on the facts known at the time,
Indemnitee acted in bad faith.  The Corporation may not avail itself
of this Section
8(c) as to a given lawsuit if, at any time after the occurrence of the
activities or omissions that are the primary focus of the lawsuit, the
Corporation has undergone a Change in Control.

     

    9.           Right of Indemnitee to
Indemnification Upon Application; Procedure Upon
Application.  It is the intent of this Agreement to secure for
Indemnitee rights of indemnity that are as favorable as may be permitted under
the law and public policy of the State of Delaware.  Accordingly, the
parties agree that the following procedures and presumptions shall apply in the
event of any question as to whether Indemnitee is entitled to indemnification
under this Agreement:

     

    (a)           Notice.  Indemnitee
shall give the Corporation notice in writing in accordance with Section 19 of
this Agreement as soon as practicable of any Proceeding made against Indemnitee
for which indemnification will or could be sought under this
Agreement.

     

    
      
        
        

      

      
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    (b)           Reviewing Party/Cooperation
by Indemnitee.  Upon written request by Indemnitee for
indemnification pursuant to the first sentence of Section 9(a) hereof,
a determination, if required by applicable law, with respect to Indemnitee’s
entitlement thereto shall be made in the specific case by one of the following
three methods, which shall be at the election of the Indemnittee, (i) by a
majority of the disinterested directors, even though less than a quorum, (ii) by
Independent Legal Counsel or (iii) by the stockholders.  Indemnitee
shall cooperate with the Reviewing Party and provide to the Reviewing Party upon
reasonable advance request any documentation or information which is reasonably
available to Indemnitee and reasonably necessary to such
determination.  Nothing in this Agreement shall require Indemnitee to
waive any of his rights under the United States Constitution or to provide
information which is privileged or otherwise protected from
disclosure.  Any Independent Legal Counsel, member of the Board, or
stockholder of the Corporation shall act reasonably and in good faith in making
a determination under the Agreement of Indemnitee's entitlement to
indemnification.  Any costs or expenses (including attorneys’ fees and
disbursements) incurred by Indemnitee in so cooperating with the Reviewing Party
shall be borne by the Corporation (irrespective of the determination as to
Indemnitee’s entitlement to indemnification) and the Corporation hereby
indemnifies and agrees to hold Indemnitee harmless therefrom.  If the
Reviewing Party shall not have made a determination within thirty (30) days
after receipt by the Corporation of the request therefor, the requisite
determination of entitlement to indemnification shall be deemed to have been
made and Indemnitee shall be entitled to such indemnification, thereto;
provided, however, that the foregoing provisions of this Section 9(b) shall
not apply if the determination of entitlement to indemnification is to be made
by the stockholders and if within fifteen (15) days after receipt by the
Corporation of the request for such determination the Board resolves to submit
such determination to the stockholders for their consideration at the next
annual meeting thereof and such determination is made thereat.

     

    (c)           Independent Legal
Counsel.  If the determination of entitlement to
indemnification is to be made by Independent Legal Counsel pursuant to Section 9(b) hereof,
the Independent Legal Counsel shall be selected as provided in this Section
9(c).  The Independent Legal Counsel shall be selected by
Indemnitee (unless Indemnitee shall request that such selection be made by the
Board).  Indemnitee or the Corporation, as the case may be, may,
within ten (10) days after such written notice of selection shall have been
given, deliver to the Corporation or to Indemnitee, as the case may be, a
written objection to such selection; provided, however, that such objection may
be asserted only on the ground that the Independent Legal Counsel so selected
does not meet the requirements of “Independent Legal Counsel” as defined in
Section 1(g)
and the objection shall set forth with particularity the factual basis of such
assertion.  Absent a proper and timely objection, the person so
selected shall act as Independent Legal Counsel.  If a written
objection is made and substantiated, the Independent Legal Counsel selected may
not serve as Independent Legal Counsel unless and until such objection is
withdrawn or a court has determined that such objection is without
merit.  If, within thirty (30) days after submission by Indemnitee of
a written request for indemnification pursuant to Section 9(a) hereof,
no Independent Legal Counsel shall have been selected and not objected to,
either the Corporation or Indemnitee may seek judicial resolution of any
objection which shall have been made by the Corporation or Indemnitee to the
other’s selection of Independent Legal Counsel and/or for the appointment as
Independent Legal Counsel of a person selected by the court or by such other
person as the court shall designate, and the person with respect to whom all
objections are so resolved or the person so appointed shall act as Independent
Legal Counsel under Section 9(b)
hereof.  The Corporation shall pay any and all reasonable fees and
expenses of Independent Legal Counsel incurred by such Independent Legal Counsel
in connection with acting pursuant to Section 9(b) hereof,
and the Corporation shall pay all reasonable fees and expenses incident to the
procedures of this Section 9(c),
regardless of the manner in which such Independent Legal Counsel was selected or
appointed.

     

    
      
        
        

      

      
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    (d)           Presumption in Favor of
Indemnification.  In making a determination with respect to
entitlement to indemnification hereunder, the Reviewing Party shall presume that
Indemnitee is entitled to indemnification under this agreement if Indemnitee has
submitted a request for indemnification in accordance with Section
9(a).  For purposes of this Agreement, the termination of any
Proceeding by judgment, order, settlement (whether with or without court
approval) or conviction, or upon a plea of nolo contendere, or its equivalent,
shall not create a presumption that Indemnitee did not meet any particular
standard of conduct or have any particular belief or that a court has determined
that indemnification is not permitted by applicable law.  In addition,
neither the failure of the Reviewing Party to have made a determination as to
whether Indemnitee has met any particular standard of conduct or had any
particular belief, nor an actual determination by the Reviewing Party that
Indemnitee has not met such standard of conduct or did not have such belief,
prior to the commencement of legal proceedings by Indemnitee to secure a
judicial determination that Indemnitee should be indemnified under applicable
law, shall be a defense to Indemnitee's claim or create a presumption that
Indemnitee has not met any particular standard of conduct or did not have any
particular belief. In connection with any determination by the Reviewing Party
or otherwise as to whether Indemnitee is entitled to be indemnified hereunder,
the burden of proof and the burden of persuasion, by clear and convincing
evidence, shall be on the Corporation to establish that Indemnitee is not so
entitled.

     

    (e)           Presumption of Good
Faith.  Indemnitee shall be presumed to have acted in good
faith if Indemnitee’s action is based on the records or books of account of the
Corporation, including financial statements, or on information supplied to
Indemnitee by the officers of the Corporation in the course of their duties, or
on the advice of legal counsel for the Corporation or on information or records
given or reports made to the Corporation by an independent certified public
accountant, by a financial advisor or by an appraiser or other expert selected
with reasonable care by the Corporation.  In addition, the knowledge
and/or actions, or failure to act, of any other director, officer, manager,
trustee, partner, managing member, fiduciary, agent or employee of the
Corporation shall not be imputed to Indemnitee for purposes of determining the
right to indemnification under this Agreement.  Whether or not the
foregoing provisions of this Section 9(e) are
satisfied, it shall in any event be presumed (unless there is clear and
convincing evidence to the contrary) that Indemnitee has at all times acted in
good faith and in a manner he reasonably believed to be in or not opposed to the
best interests of the Corporation.  Anyone seeking to overcome this
presumption shall have the burden of proof and the burden of persuasion, by
clear and convincing evidence.

     

    (f)           Presumption for
Settlements.  The Corporation acknowledges that a settlement or
other disposition short of final judgment may be successful if it permits a
party to avoid expense, delay, distraction, disruption and
uncertainty.  In the event that any action, claim or proceeding to
which Indemnitee is a party is resolved in any manner other than by adverse
judgment against Indemnitee (including, without limitation, settlement of such
action, claim or proceeding with or without payment of money or other
consideration) it shall be presumed (unless there is clear and convincing
evidence to the contrary) that Indemnitee has been successful on the merits or
otherwise in such action, suit or proceeding.  Anyone seeking to
overcome this presumption shall have the burden of proof and the burden of
persuasion, by clear and convincing evidence.

     

    
      
        
        

      

      
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    (g)           Notice to
Insurers.  If, at the time of the receipt by the Corporation of
a notice of a Proceeding pursuant to Section 9(a) hereof,
the Corporation has liability insurance in effect which may cover such
Proceeding, the Corporation shall give prompt notice of the commencement of such
Proceeding to the insurers in accordance with the procedures set forth in each
of the Corporation's policies.  The Corporation shall thereafter take
all necessary or desirable action to cause such insurers to pay, on behalf of
Indemnitee, all amounts payable as a result of such action, suit, proceeding,
inquiry or investigation in accordance with the terms of such
policies.

     

    10.           Remedies.

     

    (a)           Adjudication of
Entitlement.  In the event that (i) a determination is made
pursuant to Section
9 that Indemnitee is not entitled to indemnification under this
Agreement, (ii) an Expense Advance is not timely made pursuant to Section 8, (iii) no
determination of entitlement to indemnification shall have been made pursuant to
Section 9(b)
within thirty (30) days after receipt by the Corporation of the request for
indemnification, (iv) payment of indemnification is not made pursuant to this
Agreement within twenty (20) days after receipt by the Corporation of a written
request therefor, or (v) payment of indemnification is not made within twenty
(20) days after a determination has been made that Indemnitee is entitled to
indemnification or such determination is deemed to have been made pursuant to
Section 9,
Indemnitee shall be entitled to an adjudication of his entitlement to such
indemnification.  The Corporation shall not oppose Indemnitee’s right
to seek any such adjudication.

     

    (b)           Determination of Not
Entitled. In the event that a determination shall have been made pursuant
to Section 9(b)
that Indemnitee is not entitled to indemnification, any judicial proceeding
commenced pursuant to this Section 10 shall be
conducted in all respects as a de novo trial, on the merits and Indemnitee shall
not be prejudiced in any way by reason of that adverse
determination.

     

    (c)           Determination of
Entitled. If a determination shall have been made pursuant to Section 9(b) that
Indemnitee is entitled to indemnification, the Corporation shall be bound by
such determination in any judicial proceeding commenced pursuant to this Section 10, absent
(i) a misstatement by Indemnitee of a material fact, or omission of a material
fact necessary to make Indemnitee’s statement not materially misleading, in
connection with the request for indemnification or (ii) a prohibition of such
indemnification under applicable law.

     

    (d)           Expenses Incurred in Action
to Enforce or Interpret.  The Corporation shall also indemnify
and hold harmless Indemnitee to the fullest extent authorized or permitted by
law against all Expenses and, in accordance with Section 8, also
advance such Expenses to Indemnitee that are actually and reasonably incurred by
Indemnitee in connection with any judicial proceeding brought by Indemnitee (i)
to establish or enforce Indemnitee’s rights under, or to recover damages for
breach of, this Agreement or any other indemnification, advancement or
contribution agreement or provision of the Certificate or Bylaws, or (ii) to
recover under any directors’ and officers’ liability insurance policies
maintained by the Corporation; regardless of whether Indemnitee ultimately is
determined to be entitled to such indemnification, advancement of expenses,
contribution or insurance recovery.

     

    
      
        
        

      

      
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    (e)           Interest.  Interest
shall be paid by the Corporation to Indemnitee at the legal rate under Delaware
law for amounts which the Corporation indemnifies or is obliged to indemnify for
the period commencing with the date on which Indemnitee requests indemnification
(or reimbursement or advancement of any Expenses) and ending with the date on
which such payment is made to Indemnitee by the Corporation.

     

    11.           Indemnification Hereunder Not
Exclusive.  The indemnification and advancement of expenses
provided by this Agreement shall not be deemed exclusive of any other rights to
which Indemnitee may be entitled under the Certificate, the Bylaws, the DGCL,
any D&O Insurance, any agreement, or otherwise, both as to action in
Indemnitee's official capacity and as to action in another capacity while
holding such office.  However, Indemnitee shall reimburse the
Corporation for amounts paid to Indemnitee pursuant to such other rights to the
extent such payments duplicate any payments received pursuant to this
Agreement.

     

    12.           Continuation of
Indemnity.  All agreements and obligations of the Corporation
contained herein shall continue during the period Indemnitee is a director,
officer, employee or agent of the Corporation (or is or was serving at the
request of the Corporation as a director, officer, employee, controlling person,
agent or fiduciary of another corporation, partnership, joint venture, trust,
limited liability company or other enterprise) and shall continue thereafter so
long as Indemnitee shall be subject to any possible Proceeding by reason of the
fact that Indemnitee was a member of its Board of Directors or an officer,
employee, controlling person, agent or fiduciary of the Corporation or serving
in any other capacity referred to herein.

     

    13.           Partial
Indemnification.  If Indemnitee is entitled under any provision
of this Agreement to indemnification by the Corporation for some or a portion of
Expenses, but not, however, for the total amount thereof, the Corporation shall
nevertheless indemnify Indemnitee for the portion of such Expenses to which
Indemnitee is entitled.

     

    14.           Indemnification for Expenses as a
Witness.  Notwithstanding any other provision of this
Agreement, to the extent that Indemnitee is, by reason of his Corporate Status,
a witness in any Proceeding to which Indemnitee is not a party, Indemnitee shall
be indemnified against all Expenses actually and reasonably incurred by
Indemnitee or on Indemnitee’s behalf in connection therewith.

     

    15.           Settlement of
Claims.  The Corporation shall not be liable to indemnify
indemnitee under this Agreement for any amounts paid in settlement of any
Proceeding effected without the Corporation's prior written
consent.  The Corporation shall not settle any Proceeding in any
manner which would impose any penalty or limitation on Indemnitee without
Indemnitee's prior written consent.  Neither the Corporation nor
Indemnitee will unreasonably withhold or delay their consent to any proposed
settlement.  The Corporation shall not be liable to indemnify
Indemnitee under this Agreement with regard to any judicial award if the
Corporation was not given a reasonable and timely opportunity, at its expense,
to participate in the defense of such action.

     

    
      
        
        

      

      
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    16.           Enforcement.  The
Corporation expressly confirms and agrees that it has entered into this
Agreement and assumed the obligations imposed on the Corporation hereby in order
to induce Indemnitee to serve as a director, officer, manager, employee, agent
or fiduciary of the Corporation, and acknowledges that Indemnitee is relying
upon this Agreement in continuing as a director, officer, manager, employee,
agent or fiduciary.

     

    17.           Governing Law; Venue; Binding Effect;
Amendment and Termination.

     

    (a)           Governing
Law.  This Agreement shall be interpreted and enforced in
accordance with the laws of the State of Delaware.

     

    (b)           Venue.  The
Corporation and Indemnitee each hereby irrevocably consent to the jurisdiction
of the state and federal courts located in the State of Delaware for all
purposes in connection with any action or proceeding which arises out of or
relates to this Agreement and agree that any action instituted under this
Agreement shall be commenced, prosecuted and continued only in the State of
Delaware, and each party hereto specifically waives the right to seek transfer
of any action or proceeding out of the designated forum pursuant to 28 U.S.C.
Sections 1404 and 1406, any state forum non conveniens statute
or the common law doctrine of forum non
conveniens.

     

    (c)           Binding Effect; Successors
and Assigns.  This Agreement shall be binding upon the
Corporation, its successors and assigns, and shall inure to the benefit of
Indemnitee, Indemnitee’s heirs, personal representatives and assigns and to the
benefit of the Corporation, its successors and assigns.  The
Corporation shall require and cause any successor (whether direct or indirect,
and whether by purchase, merger, consolidation or otherwise) to all,
substantially all, or a substantial part, of the business or assets of the
Corporation, by written agreement in form and substance satisfactory to
Indemnitee, expressly to assume and agree to perform this Agreement in the same
manner and to the same extent that the Corporation would be required to perform
if no such succession had taken effect.

     

    (d)           Amendment.  No
amendment, modification, termination or cancellation of this Agreement shall be
effective unless in writing signed by the Corporation and
Indemnitee.

     

    18.           Severability.  If
any provision of this Agreement shall be held to be invalid, illegal or
unenforceable (a) the validity, legality and enforceability of the
remaining provisions of this Agreement shall not be in any way affected or
impaired thereby, and (b) to the fullest extent authorized or permitted by
law, the provisions of this Agreement shall be construed so as to give effect to
the intent manifested by the provision held invalid, illegal or
unenforceable.  Each section of this Agreement is a separate and
independent portion of this Agreement.  If the indemnification to
which Indemnitee is entitled with respect to any aspect of any claim varies
between two or more sections of this Agreement, that section providing the most
comprehensive indemnification shall apply.

     

    
      
        
        

      

      
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    19.           Notice.  Notice to
the Corporation shall be directed to Royal Gold, Inc., 1660 Wynkoop Street,
Suite 1000, Denver, Colorado 80202, Attention: General
Counsel.  Notice to Indemnitee shall be directed to the address set
forth under Indemnitee's signature hereto.  The foregoing addresses
may be changed from time to time by the addressee upon notice to the other
parties.  Notice shall be deemed received three days after the date
postmarked if sent by prepaid mail, properly addressed.

     

    20.           Counterparts.  This
Agreement may be executed in any number of counterparts and by different parties
on separate counterparts, each of which, when executed and delivered, shall be
deemed to be an original, and all of which, when taken together, shall
constitute but one and the same Agreement.  Delivery of an executed
counterpart of this Agreement by telefacsimile shall be equally as effective as
delivery of a manually executed counterpart of this Agreement.  Any
party delivering an executed counterpart of this Agreement by telefacsimile also
shall deliver a manually executed counterpart of this Agreement but the failure
to deliver a manually executed counterpart shall not affect the validity,
enforceability, and binding effect of this Agreement.

     

    21.           No Construction as Employment
Agreement.  Nothing contained in this Agreement shall be
construed as giving the Indemnitee any right to be retained in the employ of the
Corporation or any of its subsidiaries.

     

    22.           Entire Agreement. The Prior
Agreement is hereby amended and restated in its entirety and shall be of no
further force and effect.  This Agreement constitutes the entire
agreement between the parties hereto with respect to the subject matter hereof
and supercedes any prior written or oral communications, understandings or
agreements relating to such subject matter.

     

    23.           Subrogation.  In the
event of payment under this Agreement, the Corporation shall be subrogated to
the extent of such payment to all of the rights of recovery of the
Indemnitee.  Indemnitee agrees to execute all documents and to perform
all acts that may be reasonably necessary to secure such rights and to enable
the Corporation effectively to bring suit to enforce such rights.

     

    24.           No Duplication of
Payments.  The Corporation shall not be liable under this
Agreement to make any payment in connection with any claim made against the
Indemnitee to the extent the Indemnitee has otherwise actually received payment
from or on behalf of the Corporation (under any insurance policy, provision of
the Certificate or Bylaws or otherwise) of the amounts otherwise payable
hereunder.

     

    25.           Period of Limitations. No
legal action shall be brought and no cause of action shall be asserted by or in
the right of the Corporation against the Indemnitee, Indemnitee’s estate,
spouse, heirs, executors or personal or legal representatives after the
expiration of two years from the date of accrual of such cause of action, and
any claim or cause of action of the Corporation shall be extinguished and deemed
released unless asserted by the timely filing of a legal action within such two
year period; provided,
however, that if any shorter period of limitations is otherwise
applicable to any such cause of action, such shorter period shall
govern.

     

    [SIGNATURE
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    IN
WITNESS WHEREOF, the parties hereto have executed this Agreement on and as of
the day and year first above written.

     

    
      
        
          	
                  COMPANY:

                
	 
      
	
                  ROYAL
      GOLD, INC.

                
	
                  a
      Delaware corporation

                
	 
      
	
                  By:

                	
                   

                
	
                  Name:

                
	
                  Title:

                


        

      

    

     

    
      
        
          
            
              
                	
                        INDEMNITEE:

                      
	 
      	 
      
	
                        Signature:

                      	 
      
	 
      	 
      
	
                        Name:

                      	 
      


              

            

          

        

      

      


      
        
          
            
              
                	
                        Address:

                      	 
      
	 
      	 
      


              

            

          

        

      

      

        
          
             


          

          
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