EX-10.22 12 rgld-20251231xex1022isoagr.htm EX-10.22
Exhibit 10.22
ROYAL GOLD, INC. 2025 INCENTIVE PLAN
INCENTIVE STOCK OPTION
SUMMARY OF AWARD
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 of an incentive stock option to purchase the number of shares of Common Stock listed below,
subject to the restrictions and vesting conditions set forth below (the “Option”). The Option is subject in
all respects to the terms and conditions set forth herein, in the Incentive Stock Option 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 Incentive Stock Option 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 Shares Underlying Option |
Exercise Price |
Vesting Schedule | The Participant’s right to exercise this Option will vest [in three (3) equal annual installments beginning on the first anniversary of the Grant Date] [or alternative vesting schedule] (each, a “Vesting Date”). This Option is only exercisable before it expires and then only with respect to the vested portion of the Option. 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 the unvested portion of the Option as of the Termination Date.

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Vesting Upon Termination after Long-Term Service or Upon Retirement | If the Participant’s Service is terminated by the Company or its Affiliates other than for Cause after the Participant has provided fifteen (15) years of Service, then the outstanding and unvested portion of the Option, if any, will vest in full upon the Termination Date. If the Participant’s Service is terminated due to the Participant’s Retirement, an additional unvested portion of the Option will vest upon the Termination Date, equal to (a) the portion of the Option that would have otherwise vested on the next scheduled Vesting Date, multiplied by (b) a fraction with (i) a numerator equal to the number of completed calendar months (rounded down to the nearest whole month) that have elapsed between the most recent Vesting Date (or if no vesting has occurred, since the Grant Date) and the date the Participant’s Service is terminated due to the Participant’s Retirement, and (ii) a denominator equal to the number of calendar months between the most recent Vesting Date (or if no vesting has occurred, since the Grant Date) and the next scheduled Vesting Date, with the result rounded down to the nearest whole share.
Vesting Upon Involuntary Termination of Service in Connection with a Change in Control | If the Participant incurs an Involuntary Termination within the Change in Control Protection Period, then the outstanding and unvested portion of the Option, if any, shall vest in full upon the Termination Date or if the Termination Date is prior to the consummation of a Change in Control, then the unvested portion of the Option, if any, shall vest in full upon the date of the consummation of the Change in Control.
Term | The 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 set forth in this Summary of Award. The Option will expire earlier if the Participant’s Service terminates, as described in this Summary of Award. Any portion of the Option that is not exercisable at the time the Participant ceases to provide Services shall immediately terminate.
Termination | Except as otherwise provided in this Summary of Award, the Award Agreement or the Plan, if the Participant’s Service terminates for any reason, other than death, Disability or Cause, the unvested portion of the Option will expire immediately and the vested portion of the Option will expire at the close of business at Company headquarters on the ninetieth (90th) day after the Termination Date.
Termination for Cause | If the Participant’s Service is terminated for Cause, the Participant shall immediately forfeit all rights to the Option, including with respect to any vested shares of Common Stock subject to the Option, and the Option shall immediately expire.
Death | If the Participant’s Service terminates because of the Participant’s death, the unvested portion of the Option will expire immediately and the vested portion of the 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 (12)-month period, the Participant’s estate or heirs may exercise the vested portion of the Option. In addition, if the Participant dies during the ninety (90)‑day period described in connection with a termination of the Participant’s Service not on account of the Participant’s death, Disability or Cause, and a vested portion of the Option has not yet been exercised, then the vested portion of the Option will instead expire on the date twelve (12) months after the Termination Date. In such a case, during the period following the Participant’s death up to the date twelve (12) months after the Participant’s Termination Date, the Participant’s estate or heirs may exercise the vested portion of the Option.

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Disability | If the Participant’s Service terminates because of the Participant’s Disability, then the unvested portion of the Option will expire immediately and the vested portion of the Option will expire at the close of business at Company headquarters on the date twelve (12) months after the Participant’s Termination Date.
Notice of Exercise | When the Participant wishes to exercise the Option, the Participant may do so through Shareworks. Alternatively, the Participant may notify the Company in writing, specifying the number of shares the Participant wishes to purchase upon exercise of the Option and how the shares of Common Stock should be registered. Any such notice will be effective when it is received by the Company. If someone else wants to exercise the Option after the Participant’s death, that person must prove to the Company’s satisfaction that such person is entitled to do so.
Form of Payment of Exercise Price | When the Participant exercises the Option, the Participant must include payment of the exercise price for the shares of Common Stock the Participant is purchasing. Payment may be made in one (or a combination) of the following forms: By withholding shares of Common Stock subject to the exercised Option that have a Fair Market Value on the date of exercise equal to the aggregate exercise price of the shares underlying the Option, and the net number of shares of Common Stock shall be distributed to the Participant. Cash, personal check, a cashier’s check, a money order, wire transfer or another cash equivalent acceptable to the Company. Shares of Common Stock that are already owned by the Participant. The value of the shares, determined as of the effective date of the option exercise, will be applied to the exercise price. Unless otherwise specified by the Participant, payment of the exercise price will be made by cash, personal check, a cashier’s check, a money order, wire transfer or another cash equivalent acceptable to the Company as set forth in the second bullet above.

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.
INCENTIVE STOCK OPTION AWARD AGREEMENT
(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 Incentive Stock Option | 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 an Option to purchase the number of shares of Common Stock set forth in the Summary of Award. The Option is intended to be an incentive stock option under Section 422 of the Code and will be interpreted accordingly. If the aggregate Grant Date Fair Market Value of the shares of Common Stock with respect to which the Option is exercisable for the first time by the Participant during any calendar year, under the Plan or any other stock option plan of the Company or a parent or subsidiary, exceeds $100,000, then the Option, as to the excess, shall be treated as a nonqualified stock option that does not meet the requirements of Section 422. If and to the extent that the Option fails to qualify as an incentive stock option under the Code, the Option shall remain outstanding according to its terms as a nonqualified stock option. The Participant understands that incentive stock option tax treatment is available only if the Option is exercised while the Participant is an employee of the Company or a parent or subsidiary of the Company or within a period of time specified in the Code after the Participant ceases to be an employee. The Participant understands that the Participant is responsible for the income tax consequences of the Option, and, among other tax consequences, the Participant understands that the Participant may be subject to the alternative minimum tax under the Code in the year in which the Option is exercised. The Participant is advised to consult with the Participant’s own tax adviser regarding the tax consequences of the Option. The Participant agrees that the Participant shall immediately notify the Company in writing if the Participant sells or otherwise disposes of any shares of Common Stock issued upon the exercise of the Option and such sale or other disposition occurs on or before the later of (i) two (2) years after the Grant Date or (ii) one (1) year after the exercise of the Option. The Participant also agrees to provide the Company with any information requested by the Company with respect to such sale or other disposition. |
Delivery of Shares | The obligation of the Company to deliver shares of Common Stock upon exercise of the Option 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.

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Transferability | Except as otherwise permitted under the Plan or as otherwise approved by the Board, during the Participant’s lifetime, only the Participant (or, in the event of the Participant’s legal incapacity or incompetency, the Participant’s guardian or legal representative) may exercise the Option. The Participant may not otherwise sell, assign, transfer, pledge or encumber the Option. Any attempted sale, assignment, transfer, pledge or other encumbrance of the Option in violation of the Plan or this Award Agreement shall be null and void and of no 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 Option, 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.
Leave of Absence | The impact of any leave of absence on the Participant’s Service for purposes of this Award Agreement will be determined in accordance with the Company’s policies and procedures and applicable laws.
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 Option. To the extent the exercise of the Option is subject to withholding Taxes, unless otherwise determined by the Board, the Company will withhold shares of Common Stock subject to the vested portion of the Option to cover the applicable Taxes required by law to be withheld, collected or accounted for with respect to the Option. To the extent not withheld in accordance with the immediately preceding sentence or to the extent the number of shares withheld is not sufficient to cover the obligation for Taxes, the Participant shall be required to pay to the Company, or make other arrangements satisfactory to the Company to provide for the payment of, any Taxes required to be withheld, collected or accounted for with respect to the Option. 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 Option, including the grant, vesting or delivery of the Option, and the subsequent sale of any shares of Common Stock issued upon delivery; and (ii) does not commit to structure the terms of the grant or any aspect of the Option 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, as applicable, the Participant acknowledges that the Company and/or the Participant’s employer (or former employer, as applicable) 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 Option, 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 the Option 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 Option 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 Options 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 Option is an extraordinary item of compensation outside the scope of the Participant’s Service Provider Agreement, if any. The Option 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 Option and the underlying shares of Common Stock are not intended to replace any pension rights or compensation. In the event that the Participant’s employer is not the Company, the grant of the Option will not be interpreted to form an employment contract or relationship with the Company and, furthermore, the grant of the Option will not be interpreted to form an employment or services contract with the Participant’s employer or any affiliate. The future value of the underlying shares of Common Stock 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 Option.

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Stockholder Rights; Dividends | The Participant, or the Participant’s estate or heirs, has no rights as a stockholder of the Company until the shares of Common Stock received pursuant to the exercise of the Option have been issued. No adjustments are made for dividends or other rights if the applicable record date occurs before the Participant’s shares are issued, except as described in the Plan.
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 Option. Any prior agreements, commitments, or negotiations concerning the Option are superseded. This Option grant 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 Common Stock issuable upon exercise of the Option, (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.
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 Participant’s employer, 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 Participant’s employer, 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 Participant’s local human resources representative. 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 Participant’s local human resources representative. 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 Participant’s local human resources representative.
Certain Dispositions | If the Participant sells or otherwise disposes of Common Stock issued pursuant to the exercise of the Option sooner than the one (1)-year anniversary of the date the Participant was issued the Common Stock, then the Participant agrees to notify the Company in writing of the date of sale or disposition, the number of shares of Common Stock sold or disposed of and the sale price per share within thirty (30) days of such sale or disposition.

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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. For purposes of grants of Options, an entity may not be
considered an Affiliate unless the Company holds a Controlling Interest in such entity.
•“Cause” means the following:
o If the Participant is party to a Service Provider Agreement with the Company or with Royal Gold
Corporation that contains a definition of “Cause” at the applicable time of determination, “Cause”
shall be as defined therein.
o If the Participant is party to a Service Provider Agreement with RGLD Gold AG, “Cause” means
circumstances that would entitle RGLD Gold AG to terminate the Participant’s employment with
immediate effect for valid reasons pursuant to Article 337 of the Swiss Code of Obligations (or
any successor provision).
o If the Participant is not party to a Service Provider Agreement, with respect to the Participant and
as determined by the Board, the Participant’s (a) gross negligence or willful misconduct in
connection with the performance of duties; (b) conviction of, or pleading guilty or nolo
contendere to, a criminal offense (other than minor offenses); or (c) material breach of any term
of any employment, consulting or other services, confidentiality, intellectual property, or non-
competition agreements, if any, between the Participant and the Company or an Affiliate. Any
determination by the Board regarding whether an event constituting Cause has occurred shall be
final, binding, and conclusive.
•“Change in Control Protection Period” means the period beginning ninety (90) days prior to and
ending two (2) years after the occurrence of a Change in Control.
•“Controlling Interest” has the meaning set forth in Treasury Regulation Sections 1.414(c)-2(b)(2)(i);
provided that (a) except as specified in clause (b) herein, an interest of “at least 50 percent” shall be
used instead of an interest of “at least 80 percent” in each case where “at least 80 percent” appears in
Treasury Regulation Sections 1.414(c)-2(b)(2)(i) and (b) where a grant of Options or SARs is based
upon a legitimate business criterion, an interest of “at least 20 percent” shall be used instead of an
interest of “at least 80 percent” in each case where “at least 80 percent” appears in Treasury
Regulation Sections 1.414(c)-2(b)(2)(i).
•“Disability” means the following:
o If the Participant is party to a Service Provider Agreement with the Company or with Royal Gold
Corporation that contains a definition of “Disability” at the applicable time of determination,
“Disability” shall be as defined therein.
o If the Participant is not party to a Service Provider Agreement that contains a definition of
“Disability” at the applicable time of determination, “Disability” means the inability of a
Participant to perform each of the essential duties of such Participant’s position by reason of a
medically determinable physical or mental impairment which is potentially permanent in
character or which can be expected to last for a continuous period of not less than twelve (12)
months.
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•“Fair Market Value” means:
o If the Common Stock trades on a national securities exchange, the closing sale price (for the
primary trading session) on the relevant date or, if there were no trades on that date, the latest
preceding date upon which a sale was reported.
o If the Common Stock does not trade on a national securities exchange, the average of the closing
bid and asked prices on the relevant date (or if there were no closing bid and asked prices on that
date, the latest preceding date upon which there were such prices) as reported by an over-the-
counter marketplace designated by the Board.
o If the Common Stock is not publicly traded, the Board will determine the Fair Market Value
using any measure of value it determines to be appropriate (including, as it considers appropriate,
relying on appraisals) in a manner consistent with any reasonable valuation method authorized
under the Code.
•“Involuntary Termination” means the following:
o If the Participant is party to a Service Provider Agreement with the Company or with Royal Gold
Corporation, (a) the Participant’s Service is terminated by the Company without “Cause” (as
defined in such agreement) during the term of such agreement, or (b) the Participant resigns from
Service for “Good Reason” (as defined in such agreement) during the term of the Service
Provider Agreement.
o If the Participant is party to a Service Provider Agreement with RGLD Gold AG, an “Involuntary
Termination” means the Participant’s Service or the Service Provider Agreement is terminated
without a reason justifying termination with immediate effect pursuant to the Participant’s
employment contract.
o If the Participant is not party to a Service Provider Agreement, an “Involuntary Termination”
means a termination of the Participant’s Service by reason of (a) involuntary termination by the
Company for reasons other than Cause, or (b) the Participant’s resignation from the Company
following the first occurrence of the following: (1) a material diminution of the Participant’s base
compensation, (2) a material diminution in the Participant’s authority or responsibilities, or (3)
receipt of notice that the Company or its Affiliate employing the Participant will materially
change the geographic location at which the Participant provides services to the Company, such
that the office of the Company or its Affiliate serving as the Participant’s principal place of
employment will be relocated more than fifty (50) miles distant from the office of the Company
or its Affiliate serving as the Participant’s then-current principal place of employment
immediately prior to such relocation; provided in each case that the Participant has provided
written notice to the Company within forty (40) days of the initial occurrence, the Company has
had at least forty (40) days from the date on which such notice is received to cure such
circumstances and, if the Company has not cured such circumstances during that time, the
Participant resigns within ten (10) days of the expiration of the cure period.
•“Retirement” means the Participant’s voluntary termination of Service either (a) on or after reaching
sixty-two (62) years of age, or (b) on or after reaching fifty-five (55) years of age after the Participant
has provided at least fifteen (15) years of Service.
•“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
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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 (a) such
entity could be considered as a subsidiary according to generally accepted accounting principles in
the United States of America and (b) in the case of an award of Options or SARs, such award would
be considered to be granted in respect of “service recipient stock” as defined under Code Section
409A.
•“Termination Date” means the date that a Participant ceases to provide Services.