ROYAL GOLD,INC. (NASDAQ:RGLD) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On February 14, 2019, the Company and Mr. Isto agreed to terminate the employment agreement by and between the Company and Mr. Isto, dated July 1, 2016, as amended December 15, 2017 (the “2016 Isto Employment Agreement”), such termination to be effective January 1, 2019.Also on February 14, 2019, Royal Gold Corporation (“RGC”), a wholly owned subsidiary of the Company, and Mr. Isto entered into a new employment agreement (the “2019 Isto Employment Agreement”), effective as of January 1, 2019.The 2019 Isto Employment Agreement is substantially in the form of the Form of Employment Agreement by and between Royal Gold, Inc. and Executives filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on July 8, 2016, as amended by the Form of First Amendment to Employment Agreement filed as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q on February 8, 2018, and is identical to the 2016 Isto Employment Agreement in all material respects, with the following exceptions:
Base Salary:The annual base salary in the amount of the Canadian equivalent of US$430,000;
Governing Law:RGC is a Canadian entity, and the 2019 Isto Employment Agreement is governed by the laws of the Province of Ontario, Canada.It therefore includes certain provisions that vary from the Form of Employment Agreement by and between Royal Gold, Inc. and Executives previously filed on Form 8-K by the Company and that are necessary or appropriate to conform to such laws.
Mr. Isto is also eligible to participate in benefit and retirement plans meeting the requirements of Canadian law.
The foregoing description of the 2019 Isto Employment Agreement is qualified in its entirety by reference to the 2019 Isto Employment Agreement filed herewith as Exhibit 10.1 and incorporated herein by reference.
In connection with Mr. Isto’s transition of employment from the Company to RGC, on February 14, 2019, the Company entered into a replacement indemnification agreement with Mr. Isto (the “2019 Isto Indemnification Agreement”), substantially in the form of the Company’s standard form of Amended and Restated Indemnification Agreement. The 2019 Isto Indemnification Agreement provides that the Company will hold harmless and indemnify Mr. Isto to the fullest extent authorized or permitted by law, even if such indemnification is not specifically authorized by the other provisions thereof, the certificate of incorporation, the Company’s bylaws or by statute.The standard form of indemnification agreement was filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K on September 4, 2014, and is incorporated herein by reference.
Additional information about Mr. Isto can be found in the Company’s Notice of 2018 Annual Meeting of Stockholders and Proxy Statement filed on October 1, 2018.
Item 9.01Financial Statements and Exhibits.
(d)Exhibits
ROYAL GOLD INC Exhibit
EX-10.1 2 ex-10d1.htm EX-10.1 rgld_Ex10_1 EXHIBIT 10.1 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of the 1st day of January 2019 (the “Effective Date”),…
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About ROYAL GOLD,INC. (NASDAQ:RGLD)
Royal Gold, Inc., together with its subsidiaries, is engaged in acquiring and managing precious metal streams, royalties and similar interests. The Company operates through two segments: Acquisition and Management of Stream Interests, and Acquisition and Management of Royalty Interests. Its assets are located in Canada, Chile, Dominican Republic, Mexico, the United States, Africa, Australia and Other. As of June 30, 2016, the Company owned stream interests on four producing properties and three development-stage properties. It has investments in stream interests relating to Pueblo Viejo, Andacollo, Wassa and Prestea, and Rainy River. As of June 30, 2016, the Company owned royalty interests on 34 producing properties, 21 development-stage properties and 131 exploration-stage properties, of which it considered 50 to be evaluation-stage projects.