Exhibit 10.4

 

Executive Officer

 

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 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 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.
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
The Company will issue your Restricted Stock in your   name as of the Grant Date.
    
	
 
    	
 
    	
 
    
	
Issuance and  Vesting
    	
 
    	
Your right to vest in the Stock under this   Restricted Stock grant is subject to satisfaction of both the   Performance-Based Vesting Condition and the time-based vesting condition set   forth below.
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
Performance-Based Vesting Condition.   In order for you to vest in any of the shares of Restricted Stock covered by   this grant, the Company must obtain net revenue for fiscal year of $              ,   holding metal prices constant and excluding revenue from the Voisey’s Bay net   smelter return royalty (the “Performance-Based Vesting Condition”). If the   Performance-Based Vesting Condition is not satisfied for   fiscal                ,   all of the shares of Stock underlying this Restricted Stock grant will be   forfeited.
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
Time-Based Vesting Condition.   Provided that the Performance-Based Vesting Condition is satisfied, your   right to vest in 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 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 by the Company other than for “Cause” (as   defined in the Employment Agreement), at any time after (i) the   Performance-Based Vesting Condition has been satisfied, and (ii) 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 both (A) any such termination of Service or your   Employment Agreement occurs after the Performance-Based Vesting Condition has   been satisfied, and (B) any such termination does not occur within the   period of time beginning ninety (90) days prior to and ending 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 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 set forth on the cover sheet.
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
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 both (A) any such   termination of Service or your Employment Agreement occurs after the   Performance-Based Vesting Condition has been satisfied, and (B) any such   termination occurs within the period of time beginning ninety (90) days prior   to and ending 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 number of shares of Restricted Stock set forth   on the cover sheet 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 Escrow
    	
 
    	
In the event that your Service terminates for any   reason, except as provided above in the sections entitled “Termination after   Long-Term Service” and “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. For the avoidance of   2doubt, if you incur a termination of Service for any reason prior to the   satisfaction of the Performance-Based Vesting Condition, you will forfeit all   of the shares of Restricted Stock and will not thereafter vest in any shares   of Restricted Stock.
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
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
    


 

2











 

	
 
    	
 
    	
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 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.
    


 

3











 

	
 
    	
 
    	
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 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   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 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 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.
    


 

4











 

	
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.
    
	
 
    	
 
    	
 
    
	
Stock Ownership Requirements
    	
 
    	
You are required to hold an aggregate of fifty   percent (50%) of the shares of Stock acquired by you pursuant to this   Restricted Stock grant together with all other shares of Stock acquired by   you pursuant to any other restricted stock grant made under the Plan (such   50% to be determined after reducing the shares of Stock covered by this grant   and all other restricted stock grants made to you under the Plan by the   number of shares of Stock equal in value to the amount required to be   withheld to pay taxes in connection with this grant and such other restricted   stock grants) until the number of shares of Stock owned by you equals or   exceeds             .   If the number of shares of Stock owned by you   exceeds              ,   you may dispose of the shares of Stock acquired pursuant to this Restricted   Stock grant as long as you continue to own at least               shares   of Stock after the disposition.
    


 

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.

 

5











 

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:

 

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