exv10w6









Exhibit 10.6




Grant No.:                     




ROYAL GOLD, INC.

2004 OMNIBUS LONG-TERM INCENTIVE PLAN




STOCK APPRECIATION RIGHTS AGREEMENT- STOCK SETTLED



Royal Gold, Inc., a Delaware corporation (the “Company”), hereby grants stock appreciation rights
(“SARs”) relating to its common stock, $.01 par value per share, (the “Stock”) to the Grantee named
below subject to the restrictions and vesting conditions set forth in the attachment. The terms
and conditions of the SARs 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:                                         , 200__




Name of Grantee:       
                  
                   
          
                           




Grantee’s Social Security Number: _____-____-_____




Number of Shares of Stock Subject to the SARs: ______________




SAR Grant
Price per Share: $___.___ (At least 100% of Fair Market Value on the Grant Date)




Vesting Start Date:                                         , ____



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.




 









 





ROYAL GOLD, INC.

2004 OMNIBUS LONG-TERM INCENTIVE PLAN




STOCK APPRECIATION RIGHTS AGREEMENT




	 	 	 
	Stock Appreciation Rights

	 	This grant is an award of stock appreciation rights (“SARs”) exercisable
for the number of shares set forth on the cover sheet, subject to the vesting conditions
described below.
	 
	 	 
	Vesting

	 	The SARs are only exercisable before they expire and then only with respect to the
vested portion of the SARs. Subject to the preceding sentence, you may exercise the SARs, in whole
or in part, for a whole number of vested shares not less than 100 shares, unless the number of
shares purchased is the total number available for purchase under the SARs, by following the
procedures set forth in the Plan and below in this Agreement.
	 
	 	 
	 

	 	Your right to exercise the SARs vests as to one-third (1/3) of the total number of shares of
Stock subject to the SARs, as shown on the cover sheet, on the first, second and third
anniversaries of the Vesting Start Date (“Anniversary Date”), provided you then continue in
Service. The resulting aggregate number of vested SARs will be rounded to the nearest whole
number, and you cannot vest in more than the number of SARs shown on the cover sheet.
	 
	 	 
	 

	 	No additional SARs will vest after your Service has terminated for any reason.
	 
	 	 
	Termination without
Cause, Good Reason
or Non-Renewal of
Employment Agreement

	 	Notwithstanding the foregoing vesting rules, 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, then, after the Company’s receipt of the
Severance and Release Documents (as defined in your Employment
Agreement) you shall be 100% vested in the SARs as of the date of the
Company’s receipt of such Severance and Release Documents.






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	 	As used herein, the term “Employment Agreement” shall mean that certain Employment Agreement
between you and the Company dated September 15, 2008, as the same may be amended after the date
hereof.
	 
	 	 
	Term

	 	Your SARs will expire in any event at the close of business at Company headquarters on
the day of the 10th anniversary of the Grant Date, as shown on the cover sheet. Your SARs will
expire earlier if your Service terminates, as described below.
	 
	 	 
	Regular Termination

	 	If your Service terminates for any reason, other than death, Disability or
Cause, then your unvested SARs will expire immediately and your vested SARs will expire at the
close of business at Company headquarters on the 90th day after your termination date.
	 
	 	 
	Termination for Cause

	 	If your Service is terminated for Cause, then you shall immediately
forfeit all rights to your SARs and the SARs shall immediately expire.
	 
	 	 
	Death

	 	If your Service terminates because of your death, then your unvested SARs will expire
immediately and your vested SARs will expire at the close of business at Company headquarters on
the date twelve (12) months after the date of death. During that twelve month period, your estate
or heirs may exercise the vested portion of your SARs.
	 
	 	 
	 

	 	In addition, if you die during the 90-day period described in connection with a regular
termination (i.e., a termination of your Service not on account of your death, Disability or
Cause), and a vested portion of your SARs has
not yet been exercised, then your SARs will instead expire on the date twelve (12) months
after your termination date. In such a case, during the period following your death up to the date
twelve (12) months after your termination date, your estate or heirs may exercise the vested
portion of your SARs.
	 
	 	 
	Disability

	 	If your Service terminates because of your Disability, then your unvested SARs will
expire immediately and your vested SARs will expire at the close of business at Company
headquarters on the date twelve (12) months after your termination date.
	 
	 	 
	Extension of Expiration Date

	 	Notwithstanding the foregoing, if (i) you are terminated pursuant to Sections 5(a), (c),
(d) or (e) of your Employment Agreement, and (ii) you are precluded from selling in the open market
any






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	 	shares of Stock underlying the SARs for any portion of the period of time between the date of
termination of your Service and the expiration date of the SARs set forth in the section entitled
“Regular Termination,” “Death” or “Disability” above, as applicable, by reason of any lock-up
agreement restricting your ability to sell such Stock in the open market or 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), then the expiration date for the SARs shall be extended
for a period of time equal to the number of days that you were precluded from selling such Stock
during the exercise period, provided, however, that the expiration date shall not be extended
pursuant to this section beyond the tenth (10th) anniversary of the Grant Date.
	 
	 	 
	Leaves of Absence

	 	For purposes of this award of SARs, your Service does not terminate when you
go on a bona fide employee leave of absence that was approved by the Company in writing, if the
terms of the leave provide for continued Service crediting, or when continued Service crediting is
required by applicable law. However, your Service will be treated as terminating 90 days after you
went on employee leave, unless your right to return to active work is guaranteed by law or by a
contract. Your Service terminates in any event when the approved leave ends unless you immediately
return to active employee work.
	 
	 

	 	The Company determines, in its sole discretion, which leaves count for this purpose, and when
your Service terminates for all purposes under the Plan.
	 
	 	 
	Notice of Exercise

	 	When you wish to exercise this award of SARs, you must notify the Company
by filing the proper “Notice of Exercise” form at the address given on the form. Your notice must
specify how many SARs you wish to exercise (in a parcel of at least 100 SARs generally). Your
notice must also specify how the shares of Stock received on the exercise of your SARs should be
registered (in your name only or in your and your spouse’s names as joint tenants with right of
survivorship). The notice will be effective when it is received by the Company.
	 
	 	 
	 

	 	If someone else wants to exercise the SARs after your death, that person must prove to the
Company’s satisfaction that he or she is entitled to do so.






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	Payment for SARs

	 	Upon your exercise of the SARs, the Company shall pay you in shares of Stock
an amount equal to the positive difference (if any) between the Fair Market Value of a share of
Stock on the exercise date and the SAR Grant Price, multiplied by the number of SARs being
exercised. Any fractional shares of Stock shall be paid to you in cash.
	 
	 	 
	Withholding Taxes

	 	You will not be allowed to exercise the SARs unless you make acceptable
arrangements to pay any withholding or other taxes that may be due as a result of the exercise of
the SARs. In the event that the Company determines that any federal, state, local or foreign tax
or withholding payment is required relating to the exercise or sale 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 Stock subject to the exercised SARs pursuant to this Agreement in
an amount equal to the withholding or other taxes due.
	 
	 	 
	Transfer of SARs

	 	During your lifetime, only you (or, in the event of your legal incapacity or
incompetency, your guardian or legal representative) may exercise the SARs. You cannot transfer or
assign the SARs. For instance, you may not sell the SARs or use them as security for a loan. If
you attempt to do any of these things, the SARs will immediately become invalid. You may, however,
dispose of the SARs in your will or the SARs may be transferred upon your death by the laws of
descent and distribution.
	 
	 	 
	 

	 	Regardless of any marital property settlement agreement, the Company is not obligated to honor
a notice of exercise from your spouse, nor is the Company obligated to recognize your spouse’s
interest in your SARs in any other way.
	 
	 	 
	Retention Rights

	 	Neither your SARs 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.
	 
	 	 
	Shareholder Rights

	 	You, or your estate or heirs, have no rights as a shareholder of the
Company until a certificate for shares of Stock received pursuant to the exercise of your SARs 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.






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	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, the right
to cause: (i) a forfeiture of any outstanding SARs, and (ii) with respect to the period commencing
twelve (12) months prior to your termination of Service with the Company and ending twelve (12)
months following such termination of Service (A) a forfeiture of any gain recognized by you upon
the exercise of SARs or (B) a forfeiture of any Stock acquired by you upon the exercise of SARs.
	 
	 	 
	 

	 	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 Stock,
the number of shares covered by the SARs and the SAR Grant Price per share shall be adjusted (and
rounded down to the nearest whole number) if required pursuant to the Plan.
	 
	 	 
	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 the SARs. Any prior agreements, commitments or negotiations concerning the SARs are
superseded.
	 
	 	 
	Other Agreements

	 	You agree, as a condition of the grant of the SARs, that in connection with
the exercise of the SARs, you will execute such document(s) as necessary to become a party to any
shareholder agreement or voting trust as the Company may require.






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	Data Privacy

	 	In order to administer the Plan, the Company may process personal data about you.
Such data includes but is not limited to the information provided in this Agreement and any
changes thereto, other appropriate personal and financial data about you such as home address and
business address and other contact information, payroll information and any other information that
might be deemed appropriate by the Company to facilitate the administration of the Plan.
	 
	 	 
	 

	 	By accepting the SARs, you give explicit consent to the Company to process any such personal
data. You also give explicit consent to the Company to transfer any such personal data outside the
country in which you work or are employed, including, with respect to non-U.S. resident Grantees,
to the United States, to transferees who shall include the Company and other persons who are
designated by the Company to administer the Plan.
	 
	 	 
	Consent to Electronic Delivery

	 	The Company may choose to deliver certain statutory materials relating to the Plan in
electronic form. By accepting the SARs 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 Karen Gross at (303) 573-1660 to request paper copies of these
documents.
	 
	 	 
	Stock Ownership Requirements

	 	You are required to continue to hold an aggregate of fifty
percent (50%) of the shares of Stock acquired by you
pursuant SARs together with all other shares of Stock
acquired by you pursuant to any other stock appreciation
rights grant made under the Plan (such 50% to be
determined after reducing the shares of Stock covered by
this grant and all other stock appreciation rights grants
made to you under the Plan by the number shares of Stock
equal in value to the amount required to be withheld to
pay taxes in connection with the exercise of the SARs and
such other stock appreciation rights 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 the SARs as long as you continue to
own at least
                     shares of Stock after the
disposition.






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	Market Stand-off Agreement

	 	In connection with any underwritten public offering by the Company of its equity
securities pursuant to an effective registration statement filed under the Securities Act, you
agree not to sell, make any short sale of, loan,
hypothecate, pledge, grant any option for the purchase of, or otherwise dispose or transfer
for value or agree to engage in any of the foregoing transactions with respect to any shares of
Stock without the prior written consent of the Company or its underwriters, for such period of time
after the effective date of such registration statement as may be requested by the Company or the
underwriters (not to exceed 180 days in length).





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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NOTICE OF EXERCISE

ROYAL GOLD, INC.

2004 OMNIBUS LONG-TERM INCENTIVE PLAN

STOCK APPRECIATION RIGHTS




Royal Gold, Inc.

1660 Wynkoop Street, Suite 1000

Denver, CO 80202




Attention: Corporate Secretary





	1.	 	Exercise of Stock Appreciation Rights. Effective as of today,                     , ___
(the “Exercise Date”), the undersigned (“Purchaser”) hereby elects to exercise stock
appreciation rights (“SARs”) relating to
                    
shares of                      (the
“Company”), from grant number
                     under and pursuant to the 2004 Omnibus Long-Term
Incentive Plan (the “Plan”) and the SAR agreement dated
                    , 200___ (the “SAR
Agreement”). The exercise price for the SARs is
$                    .___ per share.
	 
	2.	 	Share Registration. The shares issuable pursuant to my exercise of the SARs (the
“Shares”) are to be registered (Check one only):
	 
	 	 	                     in Purchaser’s name, or
	 
	 	 	                     in Purchaser’s name and the name of Purchaser’s spouse, as joint tenants with right
of survivorship






	 	 	 	Purchaser’s spouse’s name:                                                             
	 
	 	 	 	Spouse’s Social Security No.: ___ — ___ — ___






	3.	 	Share Delivery. If the Shares are to be delivered to Purchaser’s account at a
brokerage firm, then please provide the following information (the Shares will not be
delivered in “street name” under any circumstances). If you leave this area blank, the Shares
will be delivered in certificate form to Purchaser’s address on record:






	 	 	Broker name :                                               Broker address :             
                  
          
	 
	 	 	Contact name :                                         






	 	 	                                                                  
	 
	 	 	Contact number : (___) ___-___






	 	 	                                                                  
	 
	 	 	DTC number :                     






	4.	 	Representations of Purchaser. Purchaser acknowledges that Purchaser has received,
read and understood the Plan and the Option Agreement and agrees to abide by and be bound by
their terms and conditions.




 









 






	5.	 	Rights as Shareholder. Until the issuance (as evidenced by the appropriate entry on
the books of the Company or of a duly authorized transfer agent of the Company) of the Shares,
no right to vote or receive dividends or any other rights as a shareholder shall exist with
respect to the Shares, notwithstanding the exercise of the SARs. The Shares so acquired shall
be issued to the Purchaser as soon as practicable after exercise of the SARs. No adjustment
will be made for a dividend or other right for which the record date is prior to the date of
issuance, except as provided in the Plan.
	 
	6.	 	Market Stand-off Agreement. In connection with any underwritten public offering by
the Company of its equity securities pursuant to an effective registration statement filed
under the Securities Act, Purchaser agrees not to sell, make any short sale of, loan,
hypothecate, pledge, grant any SARs for the purchase of, or otherwise dispose or transfer for
value or agree to engage in any of the foregoing transactions with respect to any shares of
Stock without the prior written consent of the Company or its underwriters, for such period of
time after the effective date of such registration statement as may be requested by the
Company or the underwriters (not to exceed 180 days in length).
	 
	7.	 	Stock Ownership Requirements. You are required to continue to hold fifty percent
(50%) of the Shares acquired pursuant to the SAR Agreement (such 50% to be determined after
reducing the Shares covered by the SAR Agreement by the number of shares of Stock equal in
value to the amount required to be withheld to pay taxes in connection with the purchase under
this Notice) until the number of Shares owned by you equals or exceeds                                         .
	 
	8.	 	Stop-Transfer Notices. Purchaser agrees that, in order to ensure compliance with the
restrictions referred to herein, the Company may issue appropriate “stop transfer”
instructions to its transfer agent, if any, and that, if the Company transfers its own
securities, it may make appropriate notations to the same effect in its own records.
	 
	9.	 	Tax Consultation. Purchaser understands that Purchaser may suffer adverse tax
consequences as a result of Purchaser’s purchase or disposition of the Shares. Purchaser
represents that Purchaser has consulted with any tax consultants Purchaser deems advisable in
connection with the purchase or disposition of the Shares and that Purchaser is not relying on
the Company for any tax advice.
	 
	10.	 	Entire Agreement; Governing Law. The Plan and the SAR Agreement are incorporated
herein by reference. This Agreement, the Plan and the SAR Agreement constitute the entire
agreement of the parties with respect to the subject matter hereof and supersede in their
entirety all prior undertakings and agreements of the Company and Purchaser with respect to
the subject matter hereof, and may not be modified adversely to the Purchaser’s interest
except by means of a writing signed by the Company and Purchaser.




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Agreed and Accepted:




	 	 	 
	 

Purchaser’s Signature

	 	 
	 
	 	 
	Purchaser’s Social Security No.: ___-___-___
	 	 
	 
	 	 
	Purchaser’s Address:
	 	 
	 
	 	 
	 


	 	 
	 
	 	 
	 


	 	 
	 
	 	 
	 


	 	 






	 	 	 
	Company’s Use:
	 	 
	 
	 	 
	 

Date Received

	 	 Vesting
Requirement Verified  o
	 
	 	 
	 

Official’s Initials

	 	 Holding
Requirement Verified  o







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