exv10w2






Exhibit 10.2




Option No.:                     




ROYAL GOLD, INC.

2004 OMNIBUS LONG-TERM INCENTIVE PLAN




INCENTIVE STOCK OPTION AGREEMENT



Royal Gold, Inc., a Delaware corporation (the “Company”), hereby grants an option to purchase
shares of its common stock, $.01 par value, (the “Stock”) to the optionee named below. The terms
and conditions of the option 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 Optionee:
	 	 
	 
	 	 
	Optionee’s Social Security Number:
	 	 
	 
	 	 
	Number of Shares Covered by Option:
	 	 
	 
	 	 
	Option Price per Share:

	 	$                    .                     (At least 100% of Fair Market Value)





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 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.




	 	 	 	 	 
	Optionee:
	 	 	 	 
	 

	 	 	 	 
	 

	 	(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




INCENTIVE STOCK OPTION AGREEMENT




	 	 	 
	Incentive Stock Option

	 	This option is intended to be an incentive stock option under Section 422 of the
Internal Revenue Code and will be interpreted accordingly. If you cease to be an
employee of the Company, its parent or a Subsidiary (“Employee”) but continue to
provide Service, this option will be deemed a nonstatutory stock option three months
after you cease to be an Employee. In addition, to the extent that all or part of
this option exceeds the $100,000 rule of section 422(d) of the Internal Revenue Code,
this option or the lesser excess part will be deemed to be a nonstatutory stock
option.
	 
	 	 
	Vesting

	 	This option is only exercisable before it expires and then only with respect to the
vested portion of the option. Subject to the preceding sentence, you may exercise
this option, in whole or in part, to purchase 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 option, by following the procedures set forth in the Plan and
below in this Agreement.
	 
	 	 
	 

	 	Your right to purchase shares of Stock under this option vests as to one-third (1/3)
of the total number of shares covered by this option, as shown on the cover sheet, on
each of the first, second and third anniversaries of the Grant Date, provided you
then continue in Service. 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 option.
	 
	 	 
	 

	 	No additional vesting shall occur 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 this option
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 option 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 option 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 option 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 option and the option shall immediately expire.
	 
	 	 
	Death

	 	If your Service terminates because of your death, then your option 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 option.
	 
	 	 
	 

	 	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 option has not yet been exercised,
then your option 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 option.
	 
	 	 
	Disability

	 	If your Service terminates because of your Disability, then your option will expire at
the close of business at Company headquarters on the date twelve (12) months after
your termination date.
	 
	 	 
	Leaves of Absence

	 	For purposes of this option, 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






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	 	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 option, 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 shares you wish to
purchase (in a parcel of at least 100 shares
generally). Your notice must also specify how your
shares of Stock 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 this option after
your death, that person must prove to the Company’s
satisfaction that he or she is entitled to do so.
	 
	 	 
	Form of Payment

	 	When you submit your notice of exercise, you must
include payment of the option price for the shares
you are purchasing. Payment may be made in one (or a
combination) of the following forms:
	 
	 	 
	 

	 	•      Cash, your personal check, a cashier’s
check, a money order, wire transfer or another cash
equivalent acceptable to the Company.
	 
	 	 
	 

	 	•      Shares of Stock which have already been
owned by you for more than six months and which are
surrendered to the Company. The value of the shares,
determined as of the effective date of the option
exercise, will be applied to the option price.
	 
	 	 
	 

	 	•      By delivery (on a form prescribed by
the Company) of an irrevocable direction to a
licensed securities broker acceptable to the Company
(a “Qualified Broker”) to sell Stock and to deliver
all or part of the sale proceeds to the Company in
payment of the aggregate option price and any
withholding taxes (the “Net Exercise”).






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	Withholding Taxes

	 	You will not be allowed to exercise this option
unless you make acceptable arrangements to pay any
withholding or other taxes that may be due as a
result of the option exercise or sale of Stock
acquired under this option. 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 option
granted pursuant to this Agreement in an amount equal
to the withholding or other taxes due.
	 
	 	 
	Transfer of Option

	 	During your lifetime, only you (or, in the event of
your legal incapacity or incompetency, your guardian
or legal representative) may exercise the option.
You cannot transfer or assign this option. For
instance, you may not sell this option or use it as
security for a loan. If you attempt to do any of
these things, this option will immediately become
invalid. You may, however, dispose of this option in
your will or it 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 option in any other way.
	 
	 	 
	Retention Rights

	 	Neither your option 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
your option’s 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.
	 
	 	 
	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 option, and (ii) with respect to the
period commencing twelve (12) months prior to your
termination of






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	 	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 an option or (B) a forfeiture of any Stock
acquired by you upon the exercise of an option (but the Company will
pay you the option price without interest). 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 this option and the option 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 this
option. Any prior agreements, commitments or
negotiations concerning this option are superseded.
	 
	 	 
	Other Agreements

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






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	 	home address and business addresses 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 this option, 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 optionees, 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 this option 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 Corporate Secretary at
303-573-1660 to request paper copies of these
documents.
	 
	 	 
	Certain Dispositions

	 	If you sell or otherwise dispose of Stock acquired
pursuant to the exercise of this option sooner than
the one year anniversary of the date you acquired
the Stock, then you agree to notify the Company in
writing of the date of sale or disposition, the
number of share of Stock sold or disposed of and the
sale price per share within 30 days of such sale or
disposition.
	 
	 	 
	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 to this option grant together with
all other shares of Stock acquired by you pursuant
to any other option grant made under the Plan (such
50% to be determined after reducing the shares of
Stock covered by this grant and all other option
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 this option and such other
option 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 option grant 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 their terms and
conditions.




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NOTICE OF EXERCISE

ROYAL GOLD, INC.

2004 OMNIBUS LONG-TERM INCENTIVE PLAN

INCENTIVE STOCK




Royal Gold, Inc.

1660 Wynkoop Street, Suite 1000

Denver, CO 80202




Attention: Corporate Secretary





	1.	 	Exercise of Option. Effective as of today,                     ,                     , the undersigned
(“Purchaser”) hereby elects to purchase
                     shares of Common Stock (the “Shares”)
of Royal Gold, Inc. (the “Company”) under and pursuant to the 2004 Omnibus Long-Term Incentive
Plan (the “Plan”) and the Incentive Stock Option Agreement
dated                     , 20___ (the “Option
Agreement”). The purchase price for the Shares shall be                      per share, as required by
the Option Agreement.
	 
	2.	 	Delivery of Payment. Purchaser herewith delivers to the Company the full purchase
price for the Shares as follows. (Check all that apply and complete as appropriate. The
total payment must equal the purchase price of the Shares.)






	 	                     	 	 cash in the amount of $                    .
	 
	 	                     	 	check in the amount of $                    .
	 
	 	                     	 	 wire transfer in the amount of $                    .
	 
	 	                     	 	 by surrender of shares owned and held for more than six months with a value of $                     represented by certificate number                     .
	 
	 	                     	 	Net Exercise through a Qualified Broker (as defined under “Form of Payment” in the Option Agreement).






	3.	 	Share Registration. 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.: ___ — ___ — ___




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	4.	 	Share Delivery. If the Shares are to be delivered to your
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 your address on record:





	 	 	 	 	 	 	 	 	 
	Broker name:

	 	 	 	 	 	Broker address:	 	 
	 

	 	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Contact name:
	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Contact number:

	 	(                    )                     -                    	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	DTC number:
	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 






	5.	 	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.
	 
	6.	 	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 Option. The Shares so acquired
shall be issued to the Purchaser as soon as practicable after exercise of the Option. 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.
	 
	7.	 	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 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).
	 
	8.	 	Stock Ownership Requirements. You are required to continue to hold fifty percent
(50%) of the Shares acquired pursuant to the Option Agreement (such 50% to be determined after
reducing the Shares covered by the Option 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                     .
	 
	9.	 	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.
	 
	10.	 	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.




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	11.	 	Entire Agreement. The Plan and the Option Agreement are incorporated herein by
reference. This Agreement, the Plan and the Option 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.





	 	 	 
	Agreed and Accepted:
	 	 
	 
	 	 
	 

Purchaser’s Signature

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


	 	 
	 
	 	 
	 


	 	 
	 
	 	 
	 


	 	 
	 
	 	 
	Company’s Use:
	 	 
	 
	 	 
	 

	 	Vesting Requirement Verified       o
	 

Date Received

	 	 
	 
	 	 
	 

	 	Holding Requirement Verified      o
	 

Official’s Initials

	 	 







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