EX-10.20 10 rgld-20251231xex1020rsuagr.htm EX-10.20
Exhibit 10.20
ROYAL GOLD, INC. 2025 INCENTIVE PLAN
RESTRICTED STOCK UNITS
SUMMARY OF AWARD
(Non-Employee Director)
Royal Gold, Inc., a Delaware corporation (the “Company”), pursuant to its 2025 Incentive Plan (as
amended from time to time, the “Plan”) hereby grants to the individual named below (the “Participant”),
this award representing the number of restricted stock units set forth below that may vest based on the
conditions set forth below (the “RSUs”). The RSUs are subject in all respects to the terms and conditions
set forth herein, in the RSU Award Agreement attached hereto as Exhibit A (the “Award Agreement”),
and in the Plan, each of which is incorporated herein by reference and made a part hereof. Unless
otherwise defined herein or in Exhibit B hereto, capitalized terms used in this RSU Summary of Award
(the “Summary of Award”) and the Award Agreement will have the meanings set forth in the Plan.

Participant |
Grant Date |
Number of RSUs |
Vesting Schedule | The RSUs will vest [in two installments with fifty percent (50%) of the RSUs vesting immediately on the Grant Date and fifty percent (50%) of the RSUs vesting on the first anniversary of the Grant Date] [or alternative vesting schedule] (each, a “Vesting Date”). The Board, in its sole discretion, has the authority to make any determinations as to whether the conditions of this Summary of Award and the Award Agreement have been met.
Termination of Service and Forfeiture | Except as otherwise provided in this Summary of Award, the Award Agreement or the Plan, if the Participant’s Service terminates for any reason, the Participant will forfeit all unvested RSUs as of the Termination Date.

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Vesting Upon Involuntary Termination of Service in Connection with a Change in Control or after Long-Term Service | If (a) the Participant’s Service as a non-employee director is involuntarily terminated in connection with a Change in Control (including because the Participant is not nominated for reelection in connection with the Change in Control) or (b) the Participant has provided at least fifteen (15) years of Service and the Participant’s Service as a non-employee director is involuntarily terminated by the Company (including because the Participant is not nominated for reelection), the RSUs will vest in full upon the Termination Date.
Delivery of Shares | The Participant will receive a payment with respect to the RSUs that vest pursuant to this Summary of Award and the Award Agreement, if any, within sixty (60) days following the Vesting Date (or other applicable vesting event) (the “Payment Date”); provided, however, that such payment will be made not later than March 15 of the fiscal year following the year in which the Vesting Date occurs. Payment will be made with respect to the RSUs on the Payment Date in shares of Common Stock, with each vested RSU equivalent to one share of Common Stock. Any RSUs not vested will be forfeited. In no event will any fractional shares be issued. Except as otherwise provided in this Summary of Award or the Award Agreement, the Participant must be providing Services on the Vesting Date in order to become vested in the RSUs, unless the Board determines otherwise. The obligation of the Company to release to the Participant vested shares of Common Stock shall be subject to all applicable laws, rules, and regulations and such approvals by governmental agencies as may be deemed appropriate by the Board, including such actions as Company counsel shall deem necessary or appropriate, to comply with relevant securities laws and regulations.

Participant Acceptance:
Please confirm acceptance of this award electronically by following the instructions on the
Participant’s personal web portal (currently hosted at Shareworks.solium.com). The Participant’s
electronic signature indicates the Participant’s agreement to be bound by the terms of this
Summary of Award, the Award Agreement and the Plan. The Participant accepts as binding,
conclusive and final all decisions or interpretations of the Board upon any questions arising under
the Plan, this Summary of Award or the Award Agreement. The Participant acknowledges
delivery of the Plan and the Plan Prospectus together with this Summary of Award and the Award
Agreement. Additional copies of the Plan and the Plan Prospectus are available by contacting the
Company’s Corporate Secretary at corporatesecretary@royalgold.com.
Attachments:
2025 Incentive Plan (copies are available in Shareworks)
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EXHIBIT A
ROYAL GOLD, INC.
RSU AWARD AGREEMENT
(Non-Employee Director; Pursuant to the 2025 Incentive Plan)
This Award Agreement is delivered by the Company pursuant to the Summary of Award delivered with
this Award Agreement to the Participant named in the Summary of Award. The Summary of Award is
incorporated herein by reference.
TERMS AND CONDITIONS

Grant of RSUs | Subject to the terms and conditions set forth in this Award Agreement, the Summary of Award and in the Plan, the Company hereby grants the Participant the number of RSUs set forth in the Summary of Award. |
Non- Transferability | Until vested and shares of Common Stock are delivered pursuant to the Summary of Award and this Award Agreement, the RSUs (a) are subject to forfeiture, (b) may not be sold, transferred, assigned, pledged, or otherwise encumbered or disposed of, whether by operation of law or otherwise, and (c) may not be made subject to execution, attachment, or similar process. Any attempt to sell, transfer, assign, pledge or otherwise encumber or dispose of the RSUs contrary to the provisions hereof, and the levy of any execution, attachment or similar process upon the RSUs, shall be null, void and without effect.
Changes in Control and Reorganization Events | The provisions of the Plan applicable to a Change in Control or Reorganization Event shall apply to the RSUs, and, in the event of a Change in Control or Reorganization Event, the Board may take such actions as it deems appropriate pursuant to the Plan.
Taxes | All obligations of the Company under this Award Agreement shall be subject to the rights of the Company as set forth in the Plan to withhold amounts required to be withheld, collected or accounted for with respect to any federal, state, local and foreign tax, including but not limited to income taxes, employment taxes, social insurance, social security, national insurance contributions, other contributions, payroll taxes, payment on account obligations and other amounts (“Taxes”), if applicable, relating to the RSUs. The Participant acknowledges that regardless of any action the Company (or any of its Affiliates employing or retaining the Participant) takes with respect to any or all Taxes, the ultimate liability for all Taxes legally due by the Participant is and remains the Participant’s responsibility and that the Company (and its Affiliates) (i) makes no representations or undertakings regarding the treatment of any Taxes in connection with any aspect of the RSUs, including the grant, vesting or delivery of the RSUs, and the subsequent sale of any shares of Common Stock delivered upon vesting of the RSUs; and (ii) does not commit to structure the terms of the grant or any aspect of the RSUs to reduce or eliminate the Participant’s liability for Taxes. Further, if the Participant is subject to taxation in more than one jurisdiction between the Grant Date and the date of any relevant taxable or tax withholding event in respect of the RSUs, as applicable, the Participant acknowledges that the Company (or any of its Affiliates employing or retaining the Participant) may be required to withhold, collect or account for Taxes in more than one jurisdiction.

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No Right to Continued Service | None of the RSUs, the Summary of Award or this Award Agreement gives the Participant the right to continued Service in any capacity. The Company (and any parent, Subsidiaries, or Affiliates) reserves the right to terminate the Participant’s Service at any time and for any reason not prohibited by law.
Nature of Grant; No Entitlement; No Claim for Compensation | In accepting the grant of RSUs as specified in the Summary of Award and this Award Agreement, the Participant acknowledges the following: •The Plan is established voluntarily by the Company, it is discretionary in nature and may be modified, amended, suspended or terminated by the Company at any time. •The grant of the RSUs is voluntary and occasional and does not create any contractual or other right to receive future grants of awards, or benefits in lieu of awards, even if awards have been granted repeatedly in the past. •All decisions with respect to future awards of RSUs or other awards, if any, will be at the sole discretion of the Board. •The Participant is voluntarily participating in the Plan. •The value of any shares of Common Stock underlying the RSUs is an extraordinary item of compensation outside the scope of the Participant’s Service Provider Agreement, if any. •The RSUs and the underlying shares of Common Stock are not part of the Participant’s normal or expected compensation or salary for any purpose, including, but not limited to, calculating any severance, resignation, termination, redundancy, end of service payments, bonuses, long-service awards, pension or retirement benefits, welfare benefits or similar payments. •The RSUs and the underlying shares of Common Stock are not intended to replace any pension rights or compensation. •The grant of the RSUs will not be interpreted to form an employment or services contract or relationship with the Company or any of its Affiliates. •The future value of the shares of Common Stock underlying the RSUs is unknown and cannot be predicted with certainty. As applicable, the Participant understands that the Company is not responsible for any foreign exchange fluctuation between the United States Dollar and the Participant’s local currency that may affect the value of the shares of Common Stock underlying the RSUs. •In consideration of the grant of the RSUs, no claim or entitlement to compensation or damages shall arise from termination of the RSUs or diminution in value of the RSUs or any of the shares of Common Stock issuable with respect to the RSUs from termination of the Participant’s Service by the Company or any of its Affiliates employing or retaining the Participant (and for any reason whatsoever and whether or not in breach of contract or local labor laws), and the Participant irrevocably releases the Company and its Affiliates, as applicable, from any such claim that may arise; if, notwithstanding the foregoing, any such claim is found by a court of competent jurisdiction to have arisen, then, by signing this Award Agreement, the Participant shall be deemed to have irrevocably waived the Participant’s entitlement to pursue such claim.

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Stockholder Rights; Dividends | The Participant has no rights as a stockholder of the Company unless and until the shares of Common Stock relating to vested RSUs have been issued. The Participant will, however, as of each dividend record date for Common Stock occurring on or after the Grant Date and prior to the date the shares of Common Stock underlying the RSUs are issued (or, if applicable, the date of forfeiture of the RSUs), be entitled to receive an amount equal to the dividend that the Participant would have been entitled to receive had the Participant held the number of shares of Common Stock underlying the RSUs on that record date, payable on the date of payment of the applicable dividend.
Assignment by Company | The rights and protections of the Company hereunder shall extend to any successors or assigns of the Company and to the Company’s parents and Affiliates. This Award Agreement may be assigned by the Company without the Participant’s consent.
Applicable Law | The validity and construction of this Award Agreement will be governed by, and construed and interpreted in accordance with, 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 Award Agreement to the substantive laws of any other jurisdiction.
The Plan | The text of the Plan is incorporated by reference into this Award Agreement. Capitalized terms used but not defined in the Summary of Award (and Exhibit B thereto) and this Award Agreement have the meanings ascribed to them in the Plan. The Summary of Award, this Award Agreement and the Plan constitute the entire understanding between the Participant and the Company regarding the RSUs. Any prior agreements, commitments, or negotiations concerning the RSUs are superseded. This grant of RSUs is subject to the provisions of the Plan and to interpretations, regulations and determinations concerning the Plan established from time to time by the Board in accordance with the provisions of the Plan, including, but not limited to, provisions pertaining to (a) rights and obligations with respect to Taxes, (b) the registration, qualification or listing of the shares of Company Stock underlying the RSUs, (c) changes in capitalization of the Company, and (d) other requirements of applicable law. The Board shall have the authority to interpret and construe the grant pursuant to the terms of the Plan, and its decisions shall be conclusive as to any questions arising hereunder.

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Data Privacy | The Participant hereby explicitly and unambiguously consents to the collection, use and transfer, in electronic or other form, of the Participant’s personal data as described in this Award Agreement by and among, as applicable, the Company and its Affiliates for the exclusive purpose of implementing, administering and managing the Participant’s participation in the Plan. The Participant understands that the Company and its Affiliates, as applicable, hold certain personal information about the Participant regarding the Participant’s Service, the nature and amount of the Participant’s compensation and the facts and conditions of the Participant’s participation in the Plan, including, but not limited to, the Participant’s name, home address, telephone number and email address, date of birth, social security or insurance number or other identification number, salary, nationality, job title, any shares of stock or directorships held in the Company and its Affiliates, details of all awards or any other entitlement to shares of stock awarded, canceled, exercised, vested, unvested or outstanding in the Participant’s favor, for the purpose of implementing, administering and managing the Plan (the “Data”). The Participant understands that the Data may be transferred to any third parties assisting in the implementation, administration and management of the Plan, that these recipients may be located in the Participant’s country, or elsewhere, and that the recipient’s country may have different data privacy laws and protections than the Participant’s country. The Participant understands that the Participant may request a list with the names and addresses of any potential recipients of the Data by contacting the Company’s Corporate Secretary. The Participant authorizes the recipients to receive, possess, use, retain and transfer the Data, in electronic or other form, for the purposes of implementing, administering and managing the Participant’s participation in the Plan, including any requisite transfer of such Data as may be required to a broker or other third party. The Participant understands that the Data will be held only as long as is necessary to implement, administer and manage Participant’s participation in the Plan. The Participant understands that the Participant may, at any time, view the Data, request additional information about the storage and processing of the Data, require any necessary amendments to the Data or refuse or withdraw the consents herein, in any case without cost, by contacting in writing the Company’s Corporate Secretary. The Participant understands, however, that refusing or withdrawing the Participant’s consent may affect the Participant’s ability to participate in the Plan. For more information on the consequences of refusal to consent or withdrawal of consent, the Participant understands that the Participant may contact the Company’s Corporate Secretary.

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Code Section 409A | It is intended that the Summary of Award and this Award Agreement will be exempt from or comply with Code Section 409A to the extent subject thereto. Accordingly, to the maximum extent permitted, this Award Agreement will be interpreted and administered to be in compliance with Code Section 409A. To the extent that the Company determines that the Participant would be subject to the additional taxes or penalties imposed on certain nonqualified deferred compensation plans pursuant to Code Section 409A as a result of any provision of this Award Agreement, that provision will be deemed amended to the minimum extent necessary to avoid application of the additional taxes or penalties. The nature of the amendment will be determined by the Company. Notwithstanding anything to the contrary in this Award Agreement or the Plan, to the extent required to avoid accelerated taxation and penalties under Code Section 409A, amounts that would otherwise be payable and benefits that would otherwise be provided pursuant to this Award Agreement during the six (6)-month period immediately following the Participant’s “separation from service” (as defined for purposes of Code Section 409A, a “Separation from Service”) will instead be paid on the first payroll date after the six (6)-month anniversary of the Participant’s Separation from Service (or the Participant’s death, if earlier). Notwithstanding anything to the contrary in this Award Agreement, for purposes of any provision of this Award Agreement providing for the settlement of any shares of Common Stock upon or following a termination of employment or a termination of Service that are considered “deferred compensation” under Code Section 409A, references to the Participant’s “termination of employment” or “termination of Service” (and corollary terms) will be construed to refer to the Participant’s Separation from Service. Each installment of RSUs that vests under this Award Agreement (if there is more than one installment) will be considered one of a series of separate payments for purposes of Code Section 409A.

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EXHIBIT B
Definitions
•“Affiliate” means any entity or person that controls, is controlled by, or is under common control with
the Company within the meaning of Rule 405 of Regulation C under the Securities Act of 1933, as
amended, including any Subsidiary.
•“Service” means service qualifying the Participant as a Service Provider to the Company or an
Affiliate. Unless otherwise provided by the Board, the Participant’s change in position with or duties
to the Company or an Affiliate shall not result in interrupted or terminated Service, so long as,
following such change, such Participant continues to be a Service Provider to the Company or an
Affiliate. Subject to the preceding sentence, any determination by the Board whether a termination of
Service has occurred for purposes of the Plan shall be final, binding, and conclusive. If a Service
Provider’s employment or other Service relationship is with an Affiliate and the applicable entity
ceases to be an Affiliate, a termination of Service shall be deemed to have occurred when such entity
ceases to be an Affiliate unless the Service Provider continues employment or another Service
relationship to the Company or any other Affiliate, without interruption, upon such event.
•“Service Provider” means (a) an employee or director of the Company or an Affiliate, or (b) a
consultant or adviser to the Company or an Affiliate (i) who is a natural person, (ii) who is currently
providing bona fide services to the Company or an Affiliate, and (iii) whose services are not in
connection with the Company’s sale of securities in a capital-raising transaction and do not directly or
indirectly promote or maintain a market for the Common Stock.
•“Service Provider Agreement” means an employment, consulting or similar type of agreement entered
into by the Participant and the Company or an Affiliate of the Company.
•“Subsidiary” means any corporation (other than the Company) or non-corporate entity with respect to
which the Company owns, directly or indirectly, fifty percent (50%) or more of the total combined
voting power of all classes of stock of any class or kind ordinarily having the power to vote for the
election of directors, managers, or other voting members of the governing body of such entity. In
addition, any other entity may be designated by the Board as a Subsidiary, provided that such entity
could be considered as a subsidiary according to generally accepted accounting principles in the
United States of America.
•“Termination Date” means the date that a Participant ceases to provide Services.