exv10w1



 







Exhibit 10.1




ROYAL GOLD, INC.

2004 OMNIBUS LONG-TERM INCENTIVE PLAN




PERFORMANCE SHARE AGREEMENT




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 the attachment. 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:




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
Corporate 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.



	 	 	 	 	 
	Company:

	 	 	 	 
	 

	 	 	 	 
	 

	 	(Signature)	 	 
	 
	 	 	 	 
	Title:

	 	Chairman and Chief Executive Officer	 	 






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
	 	 
	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”). 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

	 	The Performance Shares shall vest as follows: (i)
___percent (___%) of the total number of Performance
Shares granted hereunder shall vest for each ___
percent (___%) increase in free cash flow per share
(“FCFPS”) (as defined in the Company’s most recent
annual report and on a trailing twelve month basis,
calculated quarterly) over FCFPS in the trailing twelve
month period ended September 30, 2004 of $0.82 per
share (you will be ___(___%) vested in the
Performance Shares if there has been a ___percent
increase in FCFPS over FCFPS in the trailing twelve
month period ended September 30, 2004); (ii) ___
percent (___%) of the total number of Performance Shares
granted hereunder shall vest for each ___% increase of
the total royalty ounces in reserve (as determined
below) on a per share of Stock basis for any annual
reporting period over total royalty ounces in reserve
on a per share of Stock basis of 0.0234 ounces per
share at the Grant Date; and (iii) one hundred percent
(100%) of all unvested Performance Shares granted
hereunder shall vest when and if the market
capitalization of the Company (calculated by
multiplying (A) the number of outstanding shares of
Stock by (B) the fair market value of a share of Stock
on such date, such fair market value to be equal to the
closing price of Stock on such date as quoted on the
Nasdaq Stock Market and listed by the Nasdaq Corporate
Services Network on its web page (www.nasdaq.net)) is
equal to or greater than $___for five (5)
consecutive days that the Nasdaq Stock Market is open
for the transaction of business. The vesting
thresholds set forth in subsections (i) — (iii) above
are separate and independent thresholds that will each
result in vesting; all three (3) thresholds need not be
met for vesting to occur. For purposes of the forgoing
vesting rules, total royalty ounces in reserve shall
equal the sum of the royalty ounces in reserve for each
royalty owned by the Company, each calculated by
multiplying (C) times (D) where (C) equals the total
ounces of gold (attributable to the






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	 	Royal Gold royalty) in reserve as reported by the operator (if a
royalty is for a metal other than gold, for purposes of this
calculation, the total reserve of such metal shall be adjusted to a
proportionate number of ounces of gold, based on the price of such
metal to the price of gold at the time of such determination) and (D)
equals the applicable royalty rate at the time of such calculation.
Notwithstanding the foregoing vesting rules, if you incur an
Involuntary Termination in connection with a Corporate Transaction,
you shall be one hundred percent (100%) vested in the Performance
Shares as of the date of such Involuntary 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 workplace will be relocated by
more than 50 miles.
	 
	 	 
	 

	 	The Compensation, Nominating and Corporate Governance Committee has
the authority to certify whether the vesting thresholds set forth
above have been achieved within the meaning of Treasury Regulations,
Section 1.162-27(e)(5). Further, the Committee shall determine if you
have incurred an Involuntary Termination and whether or not such
Involuntary Termination was in connection with a Corporate
Transaction. 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 number of Performance Shares covered by
this grant.
	 
	 	 
	 

	 	Except as may be provided in an applicable employment agreement
between you and the Company or an Affiliate, no additional
Performance Shares will vest after your Service has terminated for
any reason.






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	 	All Performance Shares that have not vested by the fifth anniversary
of the Grant Date will be forfeited.
	 
	 	 
	Delivery of Stock
	 	 
	Pursuant to Vested
	 	 
	Performance Shares

	 	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 on
or immediately after you have vested is in such
Performance Shares provided, that, if vesting
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), delivery of such shares of Stock will be
delayed until the first date on which you are no
longer prohibited from selling shares of Stock due
to a lock-up agreement or insider trading plan
restriction.
	 
	 	 
	Forfeiture of Unvested
	 	 
	Performance Shares

	 	In the event that your Service terminates for any
reason, unless otherwise provided in an applicable
employment agreement between you and the Company or
an Affiliate and except as provided above in the
case of an Involuntary Termination in connection
with a Corporate Transaction, 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 that you
arrange such payments to the Company; (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

	 	This Agreement does not give you the right to be
retained by the Company (or any Affiliates) in any
capacity. The Company (and any Affiliate) reserve
the right to terminate your Service at any time and
for any reason.






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	Shareholder Rights

	 	You do not have any of the rights of a shareholder
with respect to the Performance Shares unless and
until the Stock relating to the Performance Shares
has been delivered to you.
	 
	 	 
	Adjustments

	 	In the event of a stock split, a stock dividend or
a similar change in the Company stock, the number
of Performance Shares covered by this grant will be
adjusted (and rounded down to the nearest whole
number) in accordance with the terms of 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.
	 
	 	 
	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
receive, the Company would be pleased to provide
copies. Please contact the Corporate Secretary to
request paper copies of these documents.
	 
	 	 
	The Plan

	 	The text of the Plan is incorporated in this
Agreement by reference. This Agreement and the
Plan constitute the entire understanding between
you and the Company regarding this grant of
Performance Shares. Any prior agreements,
commitments or negotiations concerning this grant
are superseded.
	 
	 	 
	Stock Ownership
	 	 
	Requirements

	 	You are required to continue to hold ___percent
(___%) of the shares of Stock acquired pursuant to
this Performance Share grant (such ___% to be
determined after reducing the shares of Stock
covered by this grant by the number shares of Stock
equal in value to the amount required to be
withheld to pay taxes in connection with this
grant) until the number of shares of Stock owned by
you equals or exceeds ___.





This Performance Share grant is subject to all of the terms and conditions described above and in
the Plan.





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