Exhibit 10.1


 


Addendum
to THE Employment Contract


 


between


 


RGLD Gold AG


Alpenstrasse 6


6004 Luzern


 


(hereinafter referred to as the
 “Company”)


 


and


 


Daniel Breeze


[Address redacted]


(hereinafter
referred to as the “Employee”,

and together with the Company, the “Parties”)


 


PREAMBLE


 


On 12th December 2018/1st
January 2019, the Company and the Employee entered into an Employment Contract (the “Employment Contract”).


 


The Parties wish to amend the Employment
Contract with regard to severance payments and certain other provisions.


 


Now, therefore,
the Parties agree as follows:


 


		1.	Amendment of ClauseS 3.3 and 6.1 of, and Schedule 1.2
to, the Employment Contract



 


In Clauses 3.3 and 6.1 of, and
Schedule 1.2 to, the Employment Contract, the word “Zug” shall be replaced with “Luzern”.


 









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		2.	AMENDMENT of CLAUSE 4.1 of the Employment Contract



 


The first sentence of Clause
4.1 of the Employment Contract shall be replaced by the following sentence:


 


“The
Employee receives an initial gross annual base salary of CHF 350,000, which amount may be increased in the discretion of
the Company acting in concert with the Royal Gold Board of Directors’ Compensation, Nominating, and Governance Committee
or successor committee (“CNGC”) (with any increases, "Annual Base Salary").”


 


		3.	AMENDMENT of CLAUSE 4.2 of the Employment Contract



 


Clause 4.2 of the Employment
Contract shall be replaced by the following provision:


 


“4.2       In
addition to his Annual Base Salary, the Employee may be granted a discretionary cash bonus. The bonus level for this position generally
ranges from 60% to 90% of the Annual Base Salary. It is up to the Company acting in concert with the CNGC to determine such bonuses
taking due account of the Employee's project related and/or Company related performance as well as the Company's overall business
success. The Employee is not entitled to claim a bonus, and will not be entitled to do so even if bonuses have been paid repeatedly
and regularly in previous years. If a bonus is granted, payment is generally effected during the first fiscal quarter after the
fiscal year to which the bonus relates. No bonus will be granted or paid if either party has given notice of termination, or the
employment has terminated, before the date announced as the payment date.


 


The Employee will also be eligible
for discretionary stock-based compensation under the Royal Gold 2015 Omnibus Long-Term Incentive Plan upon award by the CNGC in
its discretion.”


 


		4.	Deletion of Clause 6.2 of the Employment Contract



 


Clause 6.2 of the Employment
Contract shall be deleted from the Employment Contract.


 


		5.	Amendment of Clause 9.8 of the Employment Contract



 


Clause 9.8 of the Employment
Contract shall be replaced by the following provision:


 


	 	"9.8	Under the conditions set forth below, the Employee shall be entitled to a severance payment. The Employee acknowledges that he is not entitled to any severance payment other than as specifically set forth below and that payment of the severance payment specified in Clause 9.8.1 below shall in any event exclude payment of the severance payment specified in Clause 9.8.2 below and vice versa.


 






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9.8.1            Severance
Payment. If (i) the Company terminates the employment relationship without the Employee having given it any good cause
to do so (within the meaning of Article 340c, para. 2 CO), or (ii) the Employee terminates the employment relationship
for good cause attributable to the Company (within the meaning of Article 340c, para. 2 CO), and any such termination does
not occur within ninety (90) days prior to or within two (2) years after the occurrence of a Change of Control (as
defined in Section 9.8.3 below), then the Company shall pay to the Employee, and Employee shall be entitled to receive, the
following payments ("Severance Payment"), provided the Employee submits to the Company an irrevocable statement
in a form and with contents acceptable to the Company and duly executed at the earliest thirty-two (32) days after the employment
relationship has come to an end ("Termination Date"), confirming that the employment relationship has ended more
than one month ago and that the Employee has no claims against the Company or any of its affiliates other than the Severance Payment
and those claims expressly mentioned in a termination agreement or comparable document that shall be executed by the Parties in
connection with the termination of the employment relationship:


 


(a)          one
(1) times the Annual Base Salary (gross), in accordance with Clause 4.1, as applicable at the time the notice of termination
of the employment relationship is received by the relevant Party; and


 


(b)          one
(1) times the average of the cash bonus paid to the Employee in accordance with Clause 4.2 for the three (3) full fiscal
years ending immediately prior to the Termination Date; or, in case the employment relationship has not yet lasted for three (3) full
fiscal years, the average of the cash bonus paid to the Employee in accordance with Clause 4.2 for the actual number of full fiscal
years of the employment relationship with the Company completed prior to the Termination Date.


 


The amounts referred to in para.
(a) and (b) of this Clause 9.8.1, less the deductions due under Clause 4.3, are payable within sixty (60) days of the
Termination Date, but in any event not before seven (7) days have passed since receipt by the Company of the Employee's irrevocable
statement contemplated above.


 






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9.8.2           Change
of Control Severance Payment. If (i) the Company terminates the employment relationship without
the Employee having given it any good cause to do so (within the meaning of Article 340c, para. 2 CO), or (ii) the Employee
terminates the employment relationship for good cause attributable to the Company (within the meaning of Article 340c, para.
2 CO), and any such termination occurs within ninety (90) days prior to or within two (2) years after the occurrence of a
Change of Control (as defined in Section 9.8.3 below), then the Company shall pay to the Employee, and Employee shall be entitled
to receive, the following payments ("Change of Control Severance Payment"), provided the Employee submits to the
Company an irrevocable statement in a form and with contents acceptable to the Company and duly executed at the earliest thirty-two
(32) days after Termination Date, confirming that the employment relationship has ended more than one month ago and that the Employee
has no claims against the Company or any of its affiliates other than the Change of Control Severance Payment and those claims
expressly mentioned in a termination agreement or comparable document that shall be executed by the Parties in connection with
the termination of the employment relationship.


 


(a)          one
and one-half (1.5) times the Annual Base Salary (gross), in accordance with Clause 4.1, as applicable at the time the notice of
termination of the employment relationship is received by the relevant Party; and


 


(b)          one
and one-half (1.5) times the average of the cash bonus paid to the Employee in accordance with Clause 4.2 for the three (3) full
fiscal years ending immediately prior to the Termination Date; or, in case the employment relationship has not yet lasted for three
(3) full fiscal years, the average of the cash bonus paid to the Employee in accordance with Clause 4.2 for the actual number
of full fiscal years of the employment relationship with the Company completed prior to the Termination Date.


 


The amounts referred to in para.
(a) and (b) of this Clause 9.8.2, less the deductions due under Clause 4.3, are payable within sixty (60) days of the
Termination Date, but in any event not before seven (7) days have passed since receipt by the Company of the Employee's irrevocable
statement contemplated above.


 


9.8.3            Change
of Control. For purposes of this Clause 9.8, “Change of Control” means any of the following:
(i) a sale of substantially all of the assets of Royal Gold to another person or entity, (ii) any transaction (including
without limitation a merger or reorganization in which Royal Gold is the surviving entity) which results in any person or entity
(other than persons who are stockholders or affiliates immediately prior to the transaction) owning fifty percent (50%) or more
of the combined voting power of all classes of stock of Royal Gold, or (iii) during any period of two (2) consecutive
years, members who at the beginning of such period constituted the Board shall have ceased for any reason to constitute a majority
thereof, unless the election, or nomination for election, by Royal Gold’s equity holders of each director shall have been
approved by the vote of at least a majority of the directors then still in office and who were directors at the beginning of such
period (so long as such director was not nominated by a person who has expressed an intent to effect a Change of Control or engage
in a proxy or other control contest)."


 






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		6.	Effective date OF ADDENDUM



 


This addendum to the Employment
Contract (the "Addendum") shall take effect as of March 4, 2021.


 


		7.	EFFECT OF Addendum



 


Except as expressly set forth
in Sections 1 through 4 of this Addendum which constitutes an integral part of the Employment Contract, the Employment Contract
shall remain in full force and effect without modification or waiver and shall remain enforceable in accordance with the terms
thereof.


 


		8.	Governing Law, Jurisdiction



 


This Addendum shall be governed
by and construed in accordance with the substantive laws of Switzerland.


 


All disputes arising out of and/or
in connection with this Addendum, including with respect to its conclusion, validity and enforceability, shall be subject to the
jurisdiction of the competent courts determined in accordance with the Swiss Civil Procedure Code (“Schweizerische Zivilprozessordnung,
ZPO”).


 


[Signatures follow on the next page]


 




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 	RGLD GOLD AG	 
	 	 
	/s/ William Heissenbuttel	 
	Name: William Heissenbuttel	 
	Function: Chairman of the Board	 
	Place / Date: Denver, CO, USA / March 4, 2021	 
	 	 
	/s/ Paul Libner	 
	Name: Paul Libner	 
	Function: Vice Chairman of the Board	 
	Place / Date: Denver, CO, USA / March 4, 2021	 
	 	 
	DANIEL BREEZE	 
	 	 
	/s/ Daniel Breeze	 
	Daniel Breeze	 
	Place / Date: Thalwil, Switzerland / March 4, 2021	 





 






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