exv10w4






Exhibit 10.4




Grant No.:                     




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 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



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 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 fourth, fifth and sixth
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






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	 	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, other than for
“Cause” (as defined in the Employment Agreement”), 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.
	 
	 	 
	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 any such termination does not occur within 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






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	 	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
covered by this grant.
	 
	 	 
	 

	 	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 any
such termination occurs within 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 Restricted
Stock subject to this Agreement 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 September 15,
2008, as the same may be amended after the date
hereof.
	 
	 	 
	Forfeiture of Unvested
Stock

	 	In the event that your Service terminates for any
reason, except as provided above in the section
entitled “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.
	 
	 	 
	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






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	 	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






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	 	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, combination






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	 	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 unvested Restricted Stock, and
with respect to those shares of Restricted Stock
vesting during the period commencing twelve (12)
months prior to your termination of Service with the
Company due to taking actions in competition with the
Company, the right to cause a forfeiture of those
vested shares of 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 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 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.
	 
	 	 
	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






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	 	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.
	 
	 	 
	Holding Period

	 	You are required to hold fifty percent (50%) of the
Stock (such 50% to be determined without regard to
any shares of Restricted Stock used to satisfy any
tax withholding obligations as a result of this
Restricted Stock grant) acquired pursuant to this
Restricted Stock grant until the number of shares of
Common Stock owned by you equals ___.





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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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 Corporate Secretary to transfer the said stock on the books of the
Company with full power of substitution in the premises.



     Dated:                    , 200___



	 	 	 	 	 
	 

	 	 

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.




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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
                    
___, 200     .




4.
The taxable year to which this election relates is calendar year
200     .




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:
                    ,
200     




	 	 	 	 	 
	 

	 	 

Taxpayer’s Signature
	 	 
	 
	 	 	 	 
	 

	 	 

Taxpayer’s Printed Name
	 	 







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