Exhibit 10.1

 

	
 
    	
Grant   No.:
    


 

ROYAL GOLD, INC.

2004 OMNIBUS LONG-TERM INCENTIVE PLAN

 

RESTRICTED STOCK AGREEMENT

 

Royal Gold, Inc., a Delaware corporation (the “Company”), hereby grants shares of its common stock, $.01 par value, (the “Stock”) to the Grantee named below, subject to the restrictions and 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 Company’s 2004 Omnibus Long-Term Incentive Plan (the “Plan”).

 

Grant Date:

 

Name of Grantee:

 

Grantee’s Social Security Number:

 

Number of Shares of Stock Covered by Grant:

 

Purchase Price per Share of Stock:  Par value, paid by services previously rendered

 

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.

 

	
Grantee:
    	
 
    
	
 
    	
(Signature)
    
	
 
    	
 
    
	
Company:
    	
 
    
	
 
    	
(Signature)
    
	
 
    	
 
    
	
Title:
    	
President   and Chief Executive Officer
    


 

Attachment

 

This is not a stock certificate or a negotiable instrument.

 

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ROYAL GOLD, INC.

2004 OMNIBUS LONG-TERM INCENTIVE PLAN

 

RESTRICTED STOCK AGREEMENT

 

	
Restricted   Stock/Nontransferability
    	
 
    	
This   grant is an award of restricted Stock (“Restricted Stock”) in the number of   shares set forth on the cover sheet. The per share purchase price of par   value has been satisfied by your prior service to the Company. The grant is   subject to the vesting conditions described below. To the extent not yet   vested, your Restricted Stock may not be transferred, assigned, pledged or   hypothecated, whether by operation of law or otherwise, nor may the   Restricted Stock be made subject to execution, attachment or similar process.
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
The   Company will issue your Restricted Stock in your name as of the Grant Date.
    
	
 
    	
 
    	
 
    
	
Issuance   and Vesting
    	
 
    	
Your   right to the Stock under this Restricted Stock grant vests as to one-third of   the total number of shares covered by this grant, as shown on the cover   sheet, on each of the third, fourth and fifth anniversaries of the Grant Date   (each a “Vesting Date”), provided you then continue in Service. If, however,   such Vesting Date occurs during a period in which you are (i) subject to   a lock-up agreement restricting your ability to sell shares of Stock in the   open market or (ii) restricted from selling shares of Stock in the open   market because you are not then eligible to sell 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), vesting in such   shares of Stock will be delayed until the earlier of (A) the first date   on which you are no longer prohibited from selling shares of Stock due to a   lock-up agreement or insider trading or similar plan restriction applicable   to you or (B) either the date of your involuntary termination of your   Service by the Company or a Subsidiary, your death or your disability (the   earlier of the dates in clause (A) and (B) shall be the “Deferred   Vesting Date”), and provided, further, that you have been continuously in   Service to the Company or a Subsidiary from the Grant Date until the Deferred   Vesting Date.
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
If   the Deferred Vesting Date is determined pursuant to clause (B) above,   you are prohibited from selling shares of Stock due to a lock-up agreement or   insider trading or similar plan restriction applicable to you on the Deferred   Vesting Date and you meet the continuous Service requirements, then, to the   extent legally permitted under the General Corporation Law of the State of
    


 

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Delaware   and other applicable law, you may elect to satisfy any obligations to pay any   Federal, state, or local taxes of any kind required by law to be withheld   with respect to the vesting of or other lapse of restrictions applicable to   such an Award, in whole or in part, (x) by causing the Company or its   Affiliate to withhold shares of Stock otherwise issuable to you or (y) by   delivering to the Company or its Affiliate shares of Stock already owned by   you. The shares of Stock so delivered or withheld shall have an aggregate   Fair Market Value equal to such withholding obligations. In no case shall the   shares withheld or delivered exceed the minimum required Federal, state, and   FICA statutory withholding rates. The Fair Market Value of the shares of   Stock used to satisfy such withholding obligation shall be determined by the   Company or its Affiliate as of the date that the amount of tax to be withheld   is to be determined. If you make an election pursuant to the forgoing   sentence, you may satisfy your withholding obligation only with shares of   Stock that are not subject to any repurchase, forfeiture, unfulfilled   vesting, or other similar requirements.
    
	
 
    	
 
    	
 
    
	
Termination   after Long-Term Service
    	
 
    	
Notwithstanding   the foregoing vesting schedule, if you incur a termination of Service, other   than for “Cause” (as defined in the Employment Agreement”), at any time after   you have provided fifteen (15) years of Service to the Company, you shall be   one hundred percent (100%) vested in the Restricted Stock as of the date of   such termination of Service.
    
	
 
    	
 
    	
 
    
	
Termination   without Cause, Good Reason or Non-Renewal of Employment Agreement; Change of   Control
    	
 
    	
Notwithstanding   the foregoing vesting schedule, 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,   and any such termination does not occur within two (2) years after the   occurrence of a “Change of Control” (as defined in your Employment   Agreement), then, you will be vested as of the date of your termination in a   prorated portion of shares of Restricted Stock subject to this Agreement   calculated by dividing (x) the number of days that you have remained in   the Service of the Company between the Grant Date and the termination date,   by (y) the number of days required for you to fully vest in this grant   of Restricted Stock as set forth in the
    


 

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section   entitled “Issuance and Vesting” above. 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 grant.
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
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, and any such termination occurs within two   (2) years after the occurrence of a “Change of Control” (as defined in   your Employment Agreement), then, you will be one hundred percent (100%)   vested in the Restricted Stock subject to this Agreement as of the date of   your termination.
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
As   used herein, the term “Employment Agreement” shall mean that certain   Employment Agreement between you and the Company dated                   ,   as the same may be amended after the date hereof.
    
	
 
    	
 
    	
 
    
	
Forfeiture   of Unvested Stock
    	
 
    	
In   the event that your Service terminates for any reason, except as provided   above in the section entitled “Termination without Cause, Good Reason or   Non-Renewal of Employment Agreement; Change of Control,” you will forfeit all   of the shares of Restricted Stock that have not yet vested.
    
	
 
    	
 
    	
 
    
	
Escrow
    	
 
    	
The   certificates for the Restricted Stock shall be deposited in escrow with the   Secretary of the Company to be held in accordance with the provisions of this   paragraph. Each deposited certificate shall be accompanied by a duly executed   Assignment Separate from Certificate in the form attached hereto as Exhibit A.   The deposited certificates shall remain in escrow until such time or times as   the certificates are to be released or otherwise surrendered for cancellation   as discussed below. Upon delivery of the certificates to the Company, you   shall be issued an instrument of deposit acknowledging the number of shares   of Restricted Stock delivered in escrow to the Secretary of the Company.
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
All   regular cash dividends on the Restricted Stock (or other securities at the   time held in escrow) shall be paid directly to you and shall not be held in   escrow. However, in the event of any
    


 

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stock   dividend, stock split, recapitalization or other change affecting the   Company’s outstanding common stock as a class effected without receipt of   consideration or in the event of a stock split, a stock dividend or a similar   change in the Company Stock, any new, substituted or additional securities or   other property which is by reason of such transaction distributed with   respect to the Restricted Stock shall be immediately delivered to the   Secretary of the Company to be held in escrow hereunder, but only to the   extent the Restricted Stock is at the time subject to the escrow requirements   hereof.
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
The   shares of Restricted Stock held in escrow hereunder shall be subject to the   following terms and conditions relating to their release from escrow or their   surrender to the Company for repurchase and cancellation:
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
·         As your   interest in the shares vests as described above, the certificates for such   vested shares shall be released from escrow and delivered to you, at your   request, within thirty (30) days following each vesting date.
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
·         Upon   termination of your Service, any escrowed shares in which you are at the time   vested shall be promptly released from escrow.
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
·         Should the   Company exercise its rights to cause a forfeiture with respect to any   unvested shares (as described below in the section entitled “Forfeiture of   Rights”) held at the time in escrow hereunder, then the escrowed certificates   for such unvested shares shall be surrendered to the Company for   cancellation, and you shall have no further rights with respect to such   shares of Restricted Stock.
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
·         Should the   Company elect not to exercise its right to cause a forfeiture with respect to   any shares (as described below in the section entitled “Forfeiture of   Rights”) held at the time in escrow hereunder, then the escrowed certificates   for such shares shall be surrendered to you.
    
	
 
    	
 
    	
 
    
	
Withholding   Taxes
    	
 
    	
You   agree, as a condition of this grant, that you will make acceptable   arrangements to pay any withholding or other taxes that may be due as a   result of the vesting of Restricted Stock acquired under this grant. In the   event that the Company determines that any federal, state, local or foreign   tax or withholding payment is required relating to the vesting of shares   arising from this grant, the Company shall have the right to:   (i) require such payments from
    


 

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you;   (ii) withhold such amounts from other payments due to you from the   Company or any Affiliate; or (iii) cause an immediate forfeiture of   shares of Restricted Stock granted pursuant to this Agreement in an amount   equal to the withholding or other taxes due.
    
	
 
    	
 
    	
 
    
	
Section 83(b)   Election
    	
 
    	
Under   Section 83 of the Internal Revenue Code of 1986, as amended (the   “Code”), the difference between the purchase price paid for the shares of   Restricted Stock and their fair market value on the date any forfeiture restrictions   applicable to such shares lapse will be reportable as ordinary income at that   time. For this purpose, “forfeiture restrictions” include the Company’s   Repurchase Right  or forfeiture as to unvested   Restricted Stock described above. You may elect to be taxed at the time the   shares are acquired, rather than when such shares cease to be subject to such   forfeiture restrictions, by filing an election under   Section 83(b) of the Code with the Internal Revenue Service within   thirty (30) days after the Grant Date. You will have to make a tax payment to   the extent the purchase price is less than the fair market value of the   shares on the Grant Date. No tax payment will have to be made to the extent   the purchase price is at least equal to the fair market value of the shares   on the Grant Date. The form for making this election is attached as Exhibit B   hereto. Failure to make this filing within the thirty (30) day period will   result in the recognition of ordinary income by you (in the event the fair   market value of the shares as of the vesting date exceeds the purchase price)   as the forfeiture restrictions lapse.
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
YOU   ACKNOWLEDGE THAT IT IS YOUR SOLE RESPONSIBILITY, AND NOT THE COMPANY’S, TO   FILE A TIMELY ELECTION UNDER SECTION 83(b), EVEN IF YOU REQUEST THE   COMPANY OR ITS REPRESENTATIVES TO MAKE THIS FILING ON YOUR BEHALF. YOU ARE   RELYING SOLELY ON YOUR OWN ADVISORS WITH RESPECT TO THE DECISION AS TO   WHETHER OR NOT TO FILE ANY 83(b) ELECTION.
    
	
 
    	
 
    	
 
    
	
Retention   Rights
    	
 
    	
This   Agreement does not give you the right to be retained by the Company (or any   Parent, Subsidiaries or Affiliates) in any capacity. The Company (and any   Parent, Subsidiaries or Affiliates) reserves the right to terminate your   Service at any time and for any reason.
    
	
 
    	
 
    	
 
    
	
Shareholder   Rights
    	
 
    	
You   have the right to vote the Restricted Stock and to receive any dividends   declared or paid on such stock. Any distributions you receive as a result of   any stock split, stock dividend, combination
    


 

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of   shares or other similar transaction shall be deemed to be a part of the   Restricted Stock and subject to the same conditions and restrictions   applicable thereto. The Company may in its sole discretion require any   dividends paid on the Restricted Stock to be reinvested in shares of Stock,   which the Company may in its sole discretion deem to be a part of the shares   of Restricted Stock and subject to the same conditions and restrictions   applicable thereto. Except as described in the Plan, no adjustments are made   for dividends or other rights if the applicable record date occurs before   your stock certificate is issued.
    
	
 
    	
 
    	
 
    
	
Forfeiture   of Rights
    	
 
    	
If   you should take actions in competition with the Company, the Company shall   have the right to cause a forfeiture of your unvested Restricted Stock, and   with respect to those shares of Restricted Stock vesting during the period   commencing twelve (12) months prior to your termination of Service with the   Company due to taking actions in competition with the Company, the right to   cause a forfeiture of those vested shares of Restricted Stock.
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
Unless   otherwise specified in an employment or other agreement between the Company   and you, you take actions in competition with the Company if you directly or   indirectly, own, manage, operate, join or control, or participate in the   ownership, management, operation or control of, or are a proprietor,   director, officer, stockholder, member, partner or an employee or agent of,   or a consultant to any business, firm, corporation, partnership or other   entity that is in the business of acquiring or investing in precious metal   royalties. Under the prior sentence, ownership of less than 1% of the   securities of a public company shall not be treated as an action in   competition with the Company.
    
	
 
    	
 
    	
 
    
	
Adjustments
    	
 
    	
In   the event of a stock split, a stock dividend or a similar change in the   Company Stock, the number of shares covered by this grant may be adjusted   (and rounded down to the nearest whole number) pursuant to the Plan.
    
	
 
    	
 
    	
 
    
	
Legends
    	
 
    	
All   certificates representing the Restricted Stock issued in connection with this   grant shall, where applicable, have endorsed thereon the following legends:
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
“THE   SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON   TRANSFER AND OPTIONS TO PURCHASE SUCH SHARES SET FORTH IN AN AGREEMENT   BETWEEN THE COMPANY AND THE REGISTERED HOLDER, OR HIS OR HER PREDECESSOR IN   INTEREST. A COPY OF SUCH AGREEMENT IS ON FILE AT THE PRINCIPAL OFFICE OF THE   COMPANY AND WILL BE
    


 

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FURNISHED   UPON WRITTEN REQUEST TO THE SECRETARY OF THE COMPANY BY THE HOLDER OF RECORD   OF THE SHARES REPRESENTED BY THIS CERTIFICATE.”
    
	
 
    	
 
    	
 
    
	
Applicable   Law
    	
 
    	
This   Agreement will be interpreted and enforced under the laws of the State of   Delaware, other than any conflicts or choice of law rule or principle   that might otherwise refer construction or interpretation of this Agreement   to the substantive law of another jurisdiction.
    
	
 
    	
 
    	
 
    
	
The   Plan
    	
 
    	
The   text of the Plan is incorporated in this Agreement by reference. Certain   capitalized terms used in this Agreement are defined in the Plan, and have   the meaning set forth in the Plan.
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
This   Agreement and the Plan constitute the entire understanding between you and   the Company regarding this grant of Restricted Stock. Any prior agreements,   commitments or negotiations concerning this grant are superseded.
    
	
 
    	
 
    	
 
    
	
Other   Agreements
    	
 
    	
You   agree, as a condition of this grant of Restricted Stock, that you will   execute such document(s) as necessary to become a party to any   shareholder agreement or voting trust as the Company may require.
    
	
 
    	
 
    	
 
    
	
Holding   Period
    	
 
    	
You   are required to hold fifty percent (50%) of the Stock (such 50% to be   determined without regard to any shares of Restricted Stock used to satisfy   any tax withholding obligations as a result of this Restricted Stock grant)   acquired pursuant to this Restricted Stock grant until the number of shares   of Common Stock owned by you equals                     .
    
	
 
    	
 
    	
 
    
	
By   signing the cover sheet of this Agreement, you acknowledge that you have   received, read and understand the Plan and this Agreement, and agree to abide   by and be bound by their terms and conditions.
    


 

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EXHIBIT A

 

ASSIGNMENT SEPARATE FROM CERTIFICATE

 

FOR VALUE RECEIVED,                           hereby sells, assigns and transfers unto Royal Gold, Inc., a Delaware corporation (the “Company”),                          (                    ) shares of common stock of the Company represented by Certificate No.        herewith and does hereby irrevocable constitute and appoint                              the Corporate Secretary to transfer the said stock on the books of the Company with full power of substitution in the premises.

 

Dated:                        , 20  

 

	
 
    	
 
    
	
 
    	
Print Name
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
Signature
    


 

 

Spouse Consent (if applicable)

 

(Purchaser’s spouse) indicates by the execution of this Assignment his or her consent to be bound by the terms herein as to his or her interests, whether as community property or otherwise, if any, in the shares of common stock of the Company.

 

	
 
    	
 
    
	
 
    	
Signature
    


 

 

INSTRUCTIONS:  PLEASE DO NOT FILL IN ANY BLANKS OTHER THAN THE SIGNATURE LINE.  THE PURPOSE OF THIS ASSIGNMENT IS TO ENABLE THE COMPANY TO EXERCISE ITS “REPURCHASE OPTION” SET FORTH IN THE AGREEMENT WITHOUT REQUIRING ADDITIONAL SIGNATURES ON THE PART OF PURCHASER.

 

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EXHIBIT B

 

ELECTION UNDER SECTION 83(b) OF
 THE INTERNAL REVENUE CODE

 

The undersigned hereby makes an election pursuant to Section 83(b) of the Internal Revenue Code with respect to the property described below and supplies the following information in accordance with the regulations promulgated thereunder:

 

The name, address and social security number of the undersigned:

 

	
Name:
    
	
 
    
	
Address:
    
	
 
    
	
 
    
	
Social   Security No. :
    


 

2.                                      Description of property with respect to which the election is being made:

 

shares of common stock, par value $.01 per share, Royal Gold, Inc., a Delaware corporation, (the “Company”).

 

3.                                      The date on which the property was transferred is                              , 20    .

 

4.                                      The taxable year to which this election relates is calendar year 20    .

 

5.                                      Nature of restrictions to which the property is subject:

 

The shares of stock are subject to the provisions of a Restricted Stock Agreement between the undersigned and the Company.  The shares of stock are subject to forfeiture under the terms of the Agreement.

 

6.                                      The fair market value of the property at the time of transfer (determined without regard to any lapse restriction) was $                     per share, for a total of $                    .

 

7.                                      The amount paid by taxpayer for the property was $                    .

 

8.                                      A copy of this statement has been furnished to the Company.

 

Dated:                            , 20  

 

	
 
    	
 
    
	
 
    	
Taxpayer’s   Signature
    
	
 
    	
 
    
	
 
    	
Taxpayer’s   Printed Name
    


 

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