Exhibit 10.9

 

	
Key Employee
    	
Grant No. XX-  PS-TSR-1
    


 

ROYAL GOLD, INC.

2004 OMNIBUS LONG-TERM INCENTIVE PLAN

 

PERFORMANCE SHARE AGREEMENT

(Total Shareholder Return Vesting)

 

Royal Gold, Inc., a Delaware corporation (the “Company”), hereby grants performance shares relating to shares of its common stock, $.01 par value (the “Stock”), to the individual named below as the Holder, subject to the vesting conditions set forth in this cover page and the attachment (the “Agreement”).  Additional terms and conditions of the grant are set forth in this cover sheet, in the attachment and in the Royal Gold, Inc. 2004 Omnibus Long-Term Incentive Plan (the “Plan”).

 

Grant Date:

 

Name of Holder:

 

Holder’s Social Security Number:

 

Number of Performance Shares Covered by Grant:

 

	
Three-year   TSR Shares:
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
3-Year Period Ending August 20,   
    	
 
    	
 
    	
 
    	
 
    
	
Target:
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Maximum:
    	
 
    	
 
    	
 
    	
 
    	
 
    


 

	
One-year   TSR Shares:
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Years Ending August 20:
    	
 
    	
 
    	
 
    	
 
    
	
Target:
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Maximum:
    	
 
    	
 
    	
 
    	
 
    	
 
    


 

This Performance Share grant is subject to all of the terms and conditions described in this Agreement and in the Plan, a copy of which is available for your review upon request to the Secretary.  You should carefully review the Plan, and the Plan will control in the event any provision of this Agreement should appear to be inconsistent with the terms of the Plan.

 

	
Grantee:
    	
 
    	
 
    
	
 
    	
(Signature)
    	
 
    
	
 
    	
 
    	
 
    
	
Company:
    	
 
    	
 
    
	
 
    	
(Signature)
    	
 
    
	
 
    	
 
    	
 
    
	
Title:
    	
 
    	
 
    


 

Attachment

 

This is not a stock certificate or a negotiable instrument.

 











 

ROYAL GOLD, INC.

2004 OMNIBUS LONG-TERM INCENTIVE PLAN

 

PERFORMANCE SHARE AGREEMENT

 

	
Performance Shares - Number and Transferability
    	
 
    	
This grant is an award of performance shares in the   number of shares set forth on the cover sheet, subject to the vesting   conditions described below (the “Performance Shares”). The purchase price for   the Performance Shares is deemed paid by your services to the Company. The   number of Performance Shares, if any, that may be issued pursuant to the   terms of this Agreement shall be calculated based on the attainment of specified   performance goals, as set forth on the attached Exhibit A. The   maximum number of Performance Shares in which you may vest is the number of   shares covered by the award on the cover page, however you may vest in a   lesser number of Performance Shares (or no Performance Shares) if the   specified performance goals are not sufficiently attained. Your Performance   Shares may not be transferred, assigned, pledged or hypothecated, whether by   operation of law or otherwise, nor may the Performance Shares be made subject   to execution, attachment or similar process.
    
	
 
    	
 
    	
 
    
	
Vesting
    	
 
    	
You will vest in the number of Performance Shares,   if any, determined in accordance with the terms of Exhibit A   following the availability of financial data upon which vesting can be   calculated, but in no event later than September 30,      ;   provided that, except as otherwise set forth in this Agreement, you continue   in continuous Service from the Grant Date to June 30,     .
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
Except as otherwise provided in this Agreement, no additional   Performance Shares will vest after your Service has terminated for any   reason.
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
All Performance Shares that have not vested as a   result of performance or otherwise as a result of the provisions of this   Agreement on or prior to the end of fiscal year    will   be forfeited.
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
The Compensation, Nominating and Governance   Committee (the “Committee”) has the authority to certify whether the vesting   thresholds set forth in Exhibit A have been achieved within the meaning   of Treasury Regulations, Section 1.162-27(e)(5). Any such determinations   shall be made in the sole discretion of the Committee. The resulting   aggregate number of vested Performance Shares will be rounded down to the   nearest whole number of Performance Shares. You may not vest in more than the   maximum number of Performance Shares set forth on the cover sheet.
    
	
 
    	
 
    	
 
    
	
Involuntary Termination, With or without Corporate   Transaction
    	
 
    	
Notwithstanding the foregoing vesting rules, if you   incur an Involuntary Termination (as defined below), and 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 eligible to vest in a prorated portion of the Performance   Shares to which you would be entitled based on the Company’s performance   through the last day of the Company’s fiscal year in which your Service is   terminated and determined in accordance with the Company’s practices as in   effect at such time. Once the Committee has determined the degree to which   the performance criteria through the last day of the Company’s fiscal year in   which your Service is terminated has been satisfied, your prorated vesting   portion will be determined by multiplying the number of Performance Shares that   would otherwise vest based on Company performance by a fraction, where the   numerator is the number of days you remained in Service from the Grant Date   through the date of your termination of Service and the denominator is the   number of days from the Grant Date to the date the performance criteria were   satisfied. The resulting aggregate number of vested shares will be rounded   down to the nearest whole number, and you cannot vest in more than the   maximum number of shares set forth on the cover sheet.
    


 











 

	
 
    	
 
    	
Notwithstanding the foregoing vesting rules, if you   incur an Involuntary Termination, and 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 maximum number of Performance Shares set   forth on the cover sheet as of the date of your termination.
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
For this purpose, Involuntary Termination in   connection with a Corporate Transaction means a termination of your Service   during the one year period commencing with a Corporate Transaction by reason   of:
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
(a)                                 your involuntary   discharge by the Company for reasons other than Cause; 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 work place will be relocated by more than 50 miles.
    
	
 
    	
 
    	
 
    
	
Delivery of Stock Pursuant to Vested Performance   Shares
    	
 
    	
Unless an earlier delivery date is specified below,   a certificate for all of the shares of Stock represented by the vested   Performance Shares (which shares of Stock will be rounded down to the nearest   number of whole shares) will be delivered to you as soon as practicable   following the end of fiscal year 2018, but in no event later than   September  30,       ; provided that,   if such 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 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, if you are terminated   under circumstances entitling you to vest in Performance Shares even though   you do not remain in Service through June  30,      ,   a certificate for all of the shares of Stock represented by the vested   Performance Shares (which shares of Stock will be rounded down to the nearest   number of whole
    


 

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shares) will be delivered to you as soon as   practicable following the end of each applicable fiscal year, but in no event   later than September 30 of each applicable fiscal year.
    
	
 
    	
 
    	
 
    
	
Forfeiture of Unvested Performance Shares
    	
 
    	
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 case of an Involuntary   Termination in connection with a Corporate Transaction or in connection with   a Deferred Vesting Date, you will forfeit all of the Performance Shares that   have not yet vested.
    
	
 
    	
 
    	
 
    
	
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 vesting in Performance Shares or your acquisition   of Stock 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 this grant, the Company will 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 Stock subject to the Performance Shares   granted pursuant to this Agreement in an amount equal to the withholding or   other taxes due.
    
	
 
    	
 
    	
 
    
	
Retention Rights
    	
 
    	
Neither the Performance Shares nor this Agreement   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)   reserve the right to terminate your Service at any time and for any reason.
    
	
 
    	
 
    	
 
    
	
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 Performance Shares, 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 Performance Shares or (B) a   forfeiture of any shares of Stock acquired by you upon vesting of the   Performance Shares. 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.
    
	
 
    	
 
    	
 
    
	
Shareholder Rights
    	
 
    	
You, or your estate or heirs, have no rights as a   shareholder of the Company until a certificate for shares of Stock relating   to the vested Performance Shares has been issued (or an appropriate book   entry has been made). No adjustments are made for dividends or other rights   if the applicable record date occurs before your stock certificate is issued   (or an appropriate book entry has been made), except as described in the   Plan.
    
	
 
    	
 
    	
 
    
	
Adjustments
    	
 
    	
In the event of a stock split, a stock dividend or a   similar change in the Stock, the number of Performance Shares covered by this   grant shall be adjusted (and rounded down to the nearest whole number) if   required pursuant to the Plan. Performance Shares 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.
    
	
 
    	
 
    	
 
    
	
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.
    


 

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Section 409A
    	
 
    	
It is intended that this Agreement comply with   Section 409A of the Internal Revenue Code (“Section 409A”) to the   extent subject thereto, and, accordingly, to the maximum extent permitted,   the Agreement will be interpreted and administered to be in compliance with   Section 409A. To the extent that the Company determines that you would   be subject to the additional taxes or penalties imposed on certain   nonqualified deferred compensation plans pursuant to Section 409A as a   result of any provision of this Agreement, such provision shall be deemed   amended to the minimum extent necessary to avoid application of such   additional taxes or penalties. The nature of any such amendment shall be   determined by the Company. Notwithstanding anything to the contrary in this   Agreement or the Plan, to the extent required to avoid accelerated taxation   and penalties under Section 409A, amounts that would otherwise be   payable and benefits that would otherwise be provided pursuant to this   Agreement during the six-month period immediately following your “separation   from service” (as defined for purposes of Section 409A, a “Separation   from Service”) will instead be paid on the first payroll date after the   six-month anniversary of your Separation from Service (or your death, if   earlier). Notwithstanding anything to the contrary in this Agreement, for   purposes of any provision of this Agreement providing for the settlement of   any shares of Stock upon or following a termination of employment or a   termination of Service that are considered “deferred compensation” under   Section 409A, references to your “termination of employment” or   “termination of Service” (and corollary terms) with the Company shall be   construed to refer to your Separation from Service. Each installment of   Performance Shares that vests under this Agreement (if there is more than one   installment) will be considered one of a series of separate payments for   purposes of Section 409A.
    
	
 
    	
 
    	
 
    
	
Consent to Electronic Delivery
    	
 
    	
The Company may choose to deliver certain statutory   materials relating to the Plan in electronic form. By accepting this grant   you agree that the Company may deliver the Plan prospectus and the Company’s   annual report to you in an electronic format. If at any time you would prefer   to receive paper copies of these documents, as you are entitled to, the   Company would be pleased to provide copies. Please contact the Secretary at   (303) 573-1660 to request paper copies of these documents.
    
	
 
    	
 
    	
 
    
	
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 the Performance Shares.   Any prior agreements, commitments or negotiations concerning the Performance   Shares are superseded.
    


 

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-  -PS-TSR-1

 

Exhibit A

 

One-half of the Performance Shares covered by this Agreement are eligible to vest based on the degree to which a specified three-year TSR metric is attained (“Three-year TSR Shares”), and one-half of the Performance Shares covered by this Agreement are eligible to vest based on the degree to which a specified one-year TSR metric is attained (“One-year TSR Shares”), in each case by linear interpolation between the measurement points set forth below.  You cannot vest in more than the maximum number of shares set forth on the cover sheet.

 

For purposes of this Agreement, “TSR” shall mean the percentage appreciation (positive or negative) in the closing price of the Stock from the commencement of the applicable fiscal year to the last day of the applicable performance period, determined by dividing (i) the difference obtained by subtracting (A) the closing price of the Stock at the commencement of the applicable fiscal year, from (B) the closing price of the Stock on the last day of the applicable performance period, plus all dividends paid on a share of Stock during the applicable period,  by (ii) the closing price of the Stock at the commencement of the applicable fiscal year.

 

For purposes of this Agreement, “Constituents” shall mean the constituents of the Market Vectors Gold Miners ETF (GDX) on the relevant measurement date.

 

Three-year TSR Shares

 

·      No Three-year TSR Shares shall be eligible to vest unless the Company’s three-year TSR for the period commencing July 1,      , ranks at or above the threshold    th percent rank of the TSRs of the Constituents on June 30,      ;

 

·      Without duplication of awards associated with attainment of greater TSR percent rank, an amount of Performance Shares equal to the target number of Three-year TSR Shares shall be eligible to vest if the Company’s three-year TSR for the period commencing July 1,      , ranks at the target    th percent rank of the TSRs of the Constituents on June 30,      ; and

 

·      An amount of Performance Shares equal to the maximum number of Three-year TSR Shares shall be eligible to vest if the Company’s three-year TSR for the period commencing July 1,       ranks at the maximum       th percent rank of the TSRs of the Constituents on June 30,       .

 

One-year TSR Shares

 

·      No One-year TSR Shares shall be eligible to vest unless the Company’s one-year TSR ranks at or above the threshold      th percent rank of the TSRs of the Constituents for the periods ending on the following dates: June 30,      , June 30,      , or June 30,      ;

 

·      Without duplication of awards associated with attainment of greater TSR percent rank, an amount of Performance Shares equal to one-third of the target number of One-year TSR Shares shall be eligible to vest if the Company’s one-year TSR ranks at the target    th percent rank of the TSRs of the Constituents for any of the periods ending on the following dates: June 30,      , June 30,      , or June 30,      ; and

 

·      An amount of Performance Shares equal to one-third of the maximum number of One-year TSR Shares shall be eligible to vest if the Company’s one-year TSR ranks at the maximum     th percent rank of the TSRs of the Constituents for any of the periods ending on the following dates: June 30,      , June 30,      , or June 30,        .