Please wait

Exhibit 10.23

ROYAL GOLD, INC. 2025 INCENTIVE PLAN

STOCK APPRECIATION RIGHTS - STOCK SETTLED

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 stock appreciation rights exercisable for the number of shares of Common Stock listed

below, subject to the restrictions and vesting conditions set forth below (the “SARs”).  The SARs are

subject in all respects to the terms and conditions set forth herein, in the Stock Appreciation Rights -

Stock Settled 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 Stock Appreciation Rights - Stock Settled

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 of Common Stock Subject to SARs
Measurement Price per share of Common Stock	(At least 100% of Grant Date Fair Market Value)
Vesting Schedule	The Participant’s right to exercise the SARs 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”). The SARs are only exercisable before they expire and then only with respect to the vested portion of the SARs. 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 SARs as of the Termination Date.

2

Vesting Upon Termination after Long-Term Service or Upon Retirement	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 all outstanding and unvested SARs, 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 all outstanding SARs, if any, shall vest in full upon the date of the consummation of the Change in Control.
Term	The SARs 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 SARs will expire earlier if the Participant’s Service terminates, as described in this Summary of Award.  Any unvested SARs 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 Participant’s unvested SARs will expire immediately and the Participant’s vested SARs 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 SARs, including with respect to any vested SARs, and the SARs shall immediately expire.
Death	If the Participant’s Service terminates because of the Participant’s death, the Participant’s unvested SARs will expire immediately and the Participant’s vested SARs 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 Participant’s SARs. 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 the Participant’s vested SARs have not yet been exercised, then such vested SARs 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 Participant’s vested SARs.
Disability	If the Participant’s Service terminates because of the Participant’s Disability, then the Participant’s unvested SARs will expire immediately and the Participant’s vested SARs will expire at the close of business at Company headquarters on the date twelve (12) months after the Participant’s Termination Date.

3

Exercise; Notice of Exercise	The SARs may only be exercised when the Measurement Price is less than the Fair Market Value of a share of Common Stock. When the Participant wishes to exercise the SARs, the Participant may do so through Shareworks. Alternatively, the Participant may notify the Company in writing, specifying the number of shares of Common Stock regarding which the Participant wishes to exercise the SARs 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 SARs after the Participant’s death, that person must prove to the Company’s satisfaction that such person is entitled to do so.
Settlement	Upon the Participant’s exercise of the SARs, the Company shall pay the Participant in shares of Common Stock an amount equal to the positive difference (if any) between the Fair Market Value of a share of Common Stock on the exercise date and the Measurement Price, multiplied by the number of SARs being exercised.  Any fractional shares of Common

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)

4

EXHIBIT A

ROYAL GOLD, INC.

STOCK APPRECIATION RIGHTS - STOCK SETTLED 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 SARs	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 SARs exercisable for the number of shares of Common Stock set forth in the Summary of Award.
Delivery of Shares	The obligation of the Company to deliver shares of Common Stock upon exercise of the SARs 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.
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 SARs. The Participant may not otherwise sell, assign, transfer, pledge or encumber the SARs. Any attempted sale, assignment, transfer, pledge or other encumbrance of the SARs 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 SARs, 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 SARs. Unless otherwise determined by the Board, the Company will withhold shares of Common Stock subject to the vested portion of the SARs to cover the applicable Taxes required by law to be withheld, collected or accounted for with respect to the SARs.  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 SARs. 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 SARs, including the grant, vesting or delivery of the SARs, 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 SARs 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.

5

No Right to Continued Service	None of the SARs, 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 SARs 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 SARs 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 SARs 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 SARs is an extraordinary item of compensation outside the scope of the Participant’s Service Provider Agreement, if any. The SARs 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 SARs 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 SARs will not be interpreted to form an employment contract or relationship with the Company and, furthermore, the grant of the SARs 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 SARs. In consideration of the grant of the SARs, no claim or entitlement to compensation or damages shall arise from termination of the SARs or diminution in value of the SARs or any of the shares of Common Stock issuable upon exercise of the SARs from termination of the Participant’s Service by the Company or the Participant’s employer, as applicable (and for any reason whatsoever and whether or not in breach of contract or local labor laws), and the Participant irrevocably releases the Participant’s employer, 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.
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 SARs 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.

6

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 SARs.  Any prior agreements, commitments, or negotiations concerning the SARs are superseded. This grant of SARs 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 SARs, (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.

7

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 SARs, an entity may not be considered

an Affiliate unless the Company holds a Controlling Interest in such entity.

•“Cause” means the following:

oIf 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.

oIf 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).

oIf 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:

oIf 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.

oIf 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.

8

•“Fair Market Value” means:

•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.

•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.

•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:

oIf 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.

oIf 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.

oIf 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

9

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 (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.