Form of Restricted Stock Unit Agreement for Employees under Royal Golds 2015 Omnibus Long-Term Incentive Plan

Grantee

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Grant Date

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Number of Restricted Stock Units

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Vesting Conditions

The Restricted Stock Units will vest in three equal annual installments beginning on the first anniversary of the Grant Date (each, a “Vesting Date”), provided that you remain in continuous Service from the Grant Date through the applicable Vesting Date. Except as otherwise provided in this Agreement, no Restricted Stock Units will vest after your Service has terminated for any reason.

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The Committee, in its sole discretion, has the authority to make any determinations as to whether the conditions of this Agreement have been met.

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Purchase Price and Transferability

The purchase price for your Restricted Stock Units is deemed paid by your Service. The Restricted Stock Units may not be (a) sold, transferred, assigned, pledged, or otherwise encumbered or disposed of, whether by operation of law or otherwise, or (b) made subject to execution, attachment, or similar process.

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Delivery of Stock Pursuant to Vested Restricted Stock Units

The Stock represented by any vested Restricted Stock Units will be delivered to you as soon as reasonably practicable after the Vesting Date (or other applicable vesting event), but no later than sixty days following the Vesting Date (or other applicable vesting event).

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Termination of Service and/or Forfeiture (for Canadian Employees only)

This Agreement, and the terms of the Plan incorporated by reference herein, shall be construed such that (i) all references to termination of Service, for any reason, shall be deemed to include the minimum notice of termination period (if any) as required by applicable labour or employment standards legislation, as amended from time to time, and shall exclude any additional notice of termination period to which you may be entitled to under contract or at common law; and (ii) any termination date shall be deemed to be the date immediately following the end of the minimum notice of termination period (if any) required by the applicable minimum employment or labour standards legislation, as amended from time to time, and shall exclude any additional notice of termination period to which you may be entitled under contract or at common law.

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Termination after Long-Term Service

If your Service is terminated by the Company or its Affiliates other than for Cause (as defined below) after you have provided 15 years of Service, the Restricted Stock Units will vest in full on your termination date.

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“Cause” means the following:

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Involuntary Termination in Connection with a Change in Control

If you incur an Involuntary Termination (as defined below) within the period beginning 90 days prior to and ending two years after the occurrence of a Change of Control (or, if you have an employment agreement or contract with the Company or its Affiliates, a “Change of Control,” as defined in your employment agreement or contract), then all outstanding and unvested Restricted Stock Units, if any, will vest in full as of your termination date or if your termination date is prior to the occurrence of a Change of Control, then all outstanding and unvested Restricted Stock Units will vest in full as of the Change of Control.

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“Involuntary Termination” means the following:

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Forfeiture of Unvested Restricted Stock Units

If your Service terminates for any reason other than as provided above, whether on a for Cause or without Cause basis and whether or not notice of termination has been provided to you by the Company or any Affiliate, you will forfeit all unvested Restricted Stock Units as of the date your Service is terminated.

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Leaves of Absence

The impact of any leave of absence on your Service for purposes of this Agreement will be determined in accordance with the Company’s policies and procedures and Applicable Laws.

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Withholding Taxes

As a condition of this grant, you agree that you will make acceptable arrangements consistent with the Company’s policies and procedures to pay any withholding or other taxes that may be due as a result of this grant or the vesting, settlement, or issuance of Restricted Stock Units related to this grant. You may satisfy the withholding or other tax obligations by remitting cash payments to the Company within the time periods specified by Company policies and procedures or, to the extent permitted under Applicable Laws, by causing the Company or its Affiliates to withhold shares of Stock otherwise issuable to you as a result of this grant. Your election will be irrevocable and must be made in advance and in accordance with Company’s Insider Trading Policy, Stock Ownership Guidelines (if applicable), and any other applicable policies or procedures in effect from time to time. If you do not make acceptable arrangements to satisfy your tax obligations, the Company will withhold shares of Stock otherwise issuable to you as a result of this grant. Any shares of Stock withheld under this section will have an aggregate Fair Market Value equal to the withholding obligations.

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No Right to Continued Service

Neither the Restricted Stock Units nor this Agreement gives you the right to continued Service in any capacity. The Company (and any parent, Subsidiaries, or Affiliates) reserves the right to terminate your Service at any time and for any reason not prohibited by law.

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Stockholder Rights; Dividends

You have no rights as a stockholder of the Company unless and until the shares of Stock relating to vested Restricted Stock Units have been issued.

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You will, however, as of each dividend record date for Stock occurring on or after the Grant Date and prior to the date the shares of Stock underlying the Restricted Stock Units are issued (or, if applicable, the date of forfeiture of the Restricted Stock Units), be entitled to receive an amount equal to the dividend that you would have been entitled to receive had you held the number of shares of Stock underlying the Restricted Stock Units on that record date, payable on the date of payment of the applicable dividend in cash or a number of shares of Stock having a Fair Market Value equivalent to the amount (each as determined by the Company in its sole discretion).

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Applicable Law

The validity and construction of this 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 Agreement to the substantive laws of any other jurisdiction.

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Code Section 409A

It is intended that this Agreement comply with Code Section 409A to the extent subject thereto. Accordingly, to the maximum extent permitted, this Agreement will be interpreted and administered to be in compliance with Code Section 409A. To the extent that the Company determines that you 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 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 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 Agreement during the six-month period immediately following your “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-month anniversary of your Separation from Service (or your death, if earlier). Notwithstanding anything to the contrary in this Agreement, for purposes of any provision of this Agreement providing for the settlement of any shares of Stock upon or following a termination of employment or a termination of Service that are considered “deferred compensation” under Code Section 409A, references to your “termination of employment” or “termination of Service” (and corollary terms) will be construed to refer to your Separation from Service. Each installment of Restricted Stock Units that vests under this 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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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, the Company would be pleased to provide copies. Please contact the Company’s Corporate Secretary at ###-###-#### or ***@*** to request paper copies of these documents.

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The Plan

The text of the Plan is incorporated by reference into this Agreement. Capitalized terms used but not defined in this Agreement have the meanings ascribed to them in the Plan. This Agreement and the Plan constitute the entire understanding between you and the Company regarding the Restricted Stock Units. Any prior agreements, commitments, or negotiations concerning the Restricted Stock Units are superseded.

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Data Privacy

To administer the Plan, the Company and its Affiliates may process personal data about you. This data includes the information provided in this Agreement and any changes thereto, other appropriate personal and financial data about you such as home address and business addresses and other contact information, payroll information, and any other information that might be deemed appropriate by the Company or its Affiliates to facilitate the administration of the Plan. By accepting this grant, you give explicit consent to the Company and its Affiliates to process any personal data and to transfer any personal data outside the country in which you work or are employed, including, with respect to non-U.S. resident grantees, to the United States, to transferees who will include the Company and other persons

designated by the Company to administer the Plan.

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Company Policies

This grant and the Restricted Stock Units are subject to your compliance with the Company’s Insider Trading Policy, Stock Ownership Guidelines (if applicable), Incentive Compensation Recoupment Policy (if applicable), and any other applicable policies or procedures in effect from time to time.

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[Signature page follows.]

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