Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

In connection with the management transitions disclosed in the Original 8-K, the Board approved a new form of employment agreement for executives other than the Chief Executive Officer (the "Executive Employment Agreement"). On January 2, 2020, each of Messrs. Libner, Shefman, and Isto entered into employment agreements on the terms and conditions of the Executive Employment Agreement.

Mr. Isto's new employment agreement (the "2020 Isto Employment Agreement") supersedes and replaces the 2019 Isto Employment Agreement disclosed in the Form 8-K filed on February 20, 2019. The 2020 Isto Employment Agreement was entered into with Royal Gold Corporation, a wholly-owned subsidiary of the Company, is governed by the laws of the Province of Ontario, Canada, and therefore includes certain variations from the form of Executive Employment Agreement that are necessary or appropriate to conform to such laws.

The Executive Employment Agreement has a one-year term, which will automatically renew for four consecutive one-year periods unless either the Company or the Executive timely elects for non-renewal. The annual base salary of each Executive is reflected below and may be increased annually as determined by the Board or its Compensation, Nominating and Governance Committee (the "CNGC").





Officer          Base Salary
Paul Libner      $340,000
Randy Shefman    $325,000
Mark Isto        $485,000

Each Executive will be eligible to receive annual incentive compensation, to participate in the Company's long-term equity incentive plan, to participate in the Company's employee benefit plans and programs, and to receive fringe benefits made available to similarly situated executive officers.

Each Executive is eligible to receive severance compensation upon an involuntary termination of employment without "cause" or a voluntary termination of employment for "good reason" (in each case, as defined in the Executive Employment Agreement), or if the Company elects not to renew the employment term during the four-year renewal period. If such termination or non-renewal does not occur within two years after a "change of control," the Executive will be entitled to the sum of one times his base salary, one times his average annual cash incentive bonus for the prior three fiscal years, and accrued obligations due to the Executive. If such termination or non-renewal occurs within two years after a "change of control," the Executive will be entitled to one and one-half times his then base salary, one and one-half times his average annual cash incentive bonus for the prior three fiscal years, and certain continued employee benefits for twelve months.

The Executive will be restricted from competing against the Company or soliciting the Company's employees, customers or business relationships for a period of twelve months following termination of employment with the Company.



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The foregoing description of the Executive Employment Agreement is qualified in its entirety by reference to the full text of the form of Executive Employment Agreement, a copy of which is attached as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference. The description of Mr. Isto's employment agreement is qualified in its entirety by reference to the full text of the 2020 Isto Employment Agreement, a copy of which is attached as Exhibit 10.2 to this Current Report on Form 8-K and is incorporated herein by reference.

In connection with the appointment of Messrs. Libner, Shefman and Isto to the offices described above, the CNGC awarded the Executives equity having the aggregate grant date value described below, divided equally between stock-settled stock appreciation rights, restricted stock (Messrs. Libner and Shefman) or restricted stock units (Mr. Isto), gold equivalent ounce performance shares, and one- and three-year total shareholder return performance shares, each with terms and conditions substantially as described in the Company's definitive proxy statement filed on October 7, 2019.





                 Grant Date
Officer          Equity Value
Paul Libner      $156,000
Randy Shefman    $106,000
Mark Isto        $50,000

Kirchhoff Retirement Agreement

The Retirement Agreement sets forth the terms and conditions of Mr. Kirchhoff's separation of service from the Company. The Retirement Agreement is expected to become effective following expiration of the seven-day revocation period provided under the release of claims.

The foregoing description of the Retirement Agreement is qualified in its entirety by reference to the full text of the Retirement Agreement, a copy of which is attached as Exhibit 10.3 to this Current Report on Form 8-K and is incorporated herein by reference.

On January 1, 2020, in recognition of Mr. Kirchhoff's dedicated service to the Company and the Board, the CNGC determined to make a short-term cash incentive award of $177,500 recognizing his service during fiscal year 2020, and to accelerate vesting of certain unvested incentive stock options, stock-settled stock appreciation rights, and performance stock, subject to expiration of the revocation period set forth in the release of claims. A description of Mr. Kirchhoff's outstanding awards is set forth in in the Company's definitive proxy statement filed on October 7, 2019 under the captions "Compensation Discussion and Analysis" and "Outstanding Equity Awards at 2019 Fiscal Year End."

Item 9.01 Financial Statements and Exhibits.



(d) Exhibits



Exhibit No.                                  Description
   10.1           Form of Executive Employment Agreement entered into by and between
                Royal Gold, Inc. and Paul Libner and Randy Shefman.
   10.2           Employment Agreement by and between Royal Gold Corporation and Mark
                Isto effective January 2, 2020
   10.3           Retirement Agreement between Royal Gold, Inc. and Bruce Kirchhoff,
                dated January 1, 2020.
    104         Cover Page Interactive Data File (formatted as inline XBRL).






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