Exhibit 10.5

 

	
Key Employee
    	
Grant No.: XX-    -RS-1
    


 

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 Insurance   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 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:
    	
 
    	
 
    


 

Attachment

 

This is not a stock certificate or a negotiable instrument.

 











 

	
 
    	
Grant No.: XX-   -RS-1
    


 

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.
    
	
 
    	
 
    	
 
    
	
Issuance and Vesting
    	
 
    	
The Company will issue your Restricted Stock in your   name as of the Grant Date.
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
Your right to the Stock under this Restricted Stock   Grant vests as to one-third (1/3) 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 any of the Vesting Dates 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 plan 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 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 this paragraph, 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.
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
Notwithstanding the foregoing vesting schedule, if   you incur an involuntary discharge by the Company for reasons other than   Cause (as defined in the Plan), 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.
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
Notwithstanding the foregoing vesting schedule, if   (A) you incur an Involuntary Termination (as defined below), and   (B) such termination does not occur within the period beginning ninety   (90) days prior to and ending two (2) years after the occurrence of a   Corporate
    


 











 

	
 
    	
 
    	
Transaction, then, you will be vested as of the date   of your termination in a prorated portion of the 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 section   entitled “Issuance and Vesting” above. The resulting aggregate number of   vested shares will be rounded to the nearest whole number, and you may not   vest in more than the number of shares set forth on the cover sheet.
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
Notwithstanding the foregoing vesting schedule, if   (A) you incur an Involuntary Termination, and (B) such termination   occurs within the period beginning ninety (90) days prior to and ending two   (2) years after the occurrence of a Corporate Transaction, then, you   will be one hundred percent (100%) vested in the Restricted Stock set forth   on the cover sheet as of the date of your termination.
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
For this purpose, Involuntary Termination means   a termination of your Service by reason of:
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
(a)                                 your involuntary   discharge by the Company for reasons other than Cause (as defined in the   Plan); or
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
(b)                                 your voluntary   resignation from the Company following (i) a material adverse change in   your title or responsibilities with the Company, (ii) a material   reduction in your base salary or (iii) receipt of notice that your   principal workplace will be relocated by more than 50 miles.
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
The Compensation, Nominating and Governance   Committee shall determine if you have incurred an Involuntary Termination and   whether or not such Involuntary Termination was in connection with a   Corporate Transaction. Any such determinations shall be made in the sole   discretion of the Committee.
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
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.
    
	
 
    	
 
    	
 
    
	
Forfeiture of Unvested Stock
    	
 
    	
In the event that your Service terminates for any   reason, unless otherwise provided in an applicable written employment agreement   entered into in the future between you and the Company or an Affiliate, if   any, and except as provided above in the section entitled “Issuance and   Vesting,” you will forfeit to the Company all of the shares of Restricted   Stock subject to this grant 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 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
    


 

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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 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, and subject to   the same conditions and restrictions applicable thereto. The Company may in   its
    


 

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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   rights, including, but not limited to: (i) a forfeiture of any   outstanding unvested Restricted Stock, and (ii) with respect to the   period commencing twelve (12) months prior to your termination of Service   with the Company (A) a forfeiture of any proceeds received upon a sale   of shares acquired by you upon vesting of shares of Restricted Stock or   (B) a forfeiture of any shares of Stock acquired by you upon vesting of   the Restricted Stock. Unless otherwise specified in a written employment or   other agreement to be entered into in the future between the Company and you,   if any, 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 creating, financing, acquiring, investing   in and managing precious metal royalties, precious metal streams and similar   interests. 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. Your Restricted Stock shall be subject to the terms of the   agreement of merger, liquidation or reorganization in the event the Company   is subject to such corporate activity.
    
	
 
    	
 
    	
 
    
	
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 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.
    


 

	
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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Grant No.: XX-   -RS-1
    


 

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 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.

 











 

	
 
    	
Grant No.: XX-   -RS-1
    


 

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:

 

	
1.
    	
 
    	
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