GOLDEN MINERALS COMPANY 2009 EQUITY INCENTIVE PLAN RESTRICTED STOCK AWARD AGREEMENT

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EXHIBIT 10.1

GOLDEN MINERALS COMPANY
2009 EQUITY INCENTIVE PLAN

RESTRICTED STOCK AWARD AGREEMENT

        This Restricted Stock Award Agreement (the " Award Agreement "), is made as of the                         day of                                    , 20            (the " Grant Date "), between Golden Minerals Company, a Delaware corporation (the " Company "), and                                    (the " Participant ").

RECITAL

        The Company desires to encourage and enable the Participant to acquire a proprietary interest in the Company through the ownership of the Company's common stock, $0.01 par value (" Common Stock "), pursuant to the terms and conditions of the Golden Minerals Company 2009 Equity Incentive Plan (the " Plan ") and this Award Agreement. Such ownership will provide the Participant with a more direct stake in the future of the Company and encourage the Participant to remain with the Company and/or its Affiliates, as applicable.

AGREEMENT

         NOW, THEREFORE , in consideration of the mutual covenants hereinafter set forth and for other good and valuable consideration, the parties agree as follows:

         1.      Grant of Restricted Stock.

        1.1   The Company hereby grants to the Participant                                    shares of restricted Common Stock (the " Restricted Shares ") on the terms and conditions set forth in this Award Agreement.

        1.2   The Participant's rights with respect to the Restricted Shares shall remain forfeitable at all times prior to the dates set forth below (each a " Lapse Date "):

         2.      Rights of Participant.

        2.1   Except as provided in Section 2.2, Section 6 and otherwise in this Award Agreement, the Participant shall be entitled, at all times on and after the Grant Date, to exercise all rights, powers and privileges of a stockholder with respect to the Restricted Shares (whether or not the restrictions thereon shall have lapsed), other than those Restricted Shares which have been forfeited pursuant to Section 3.3 hereof.

        2.2   Prior to the earlier of the applicable Lapse Date or the Accelerated Lapse Date (as defined in Section 3.1), the Participant shall not be entitled to transfer, sell, pledge, encumber, hypothecate or assign any Restricted Shares for which a Lapse Date or Accelerated Lapse Date have not occurred (collectively, the " Transfer Restrictions ").

         3.      Lapse of Restrictions.

        3.1   The Transfer Restrictions and all other restrictions with respect to the Restricted Shares shall lapse, and such Restricted Shares shall become fully nonforfeitable as set forth below:

        (a)   Provided the Participant continues in Continuous Service from the date hereof until the applicable Lapse Date, on each Lapse Date the number of Restricted Shares set forth in Section 1.2 opposite such Lapse Date shall vest and become fully nonforfeitable;

        (b)   Provided the Participant continues in Continuous Service from the date hereof until the Accelerated Lapse Date (as defined below), all Restricted Shares granted hereunder shall vest and become fully nonforfeitable on the Accelerated Lapse Date.

        3.2   " Accelerated Lapse Date " shall mean the date of termination of Participant's Continuous Service (i) by the Company for reasons other than cause, as determined by the Board in its discretion, (ii) as the result of the Participant's death, Disability or Retirement, or (iii) in anticipation or as the result of a Change in Control as provided in Section 4.

        3.3   Upon the termination of the Participant's Continuous Service prior to any Lapse Date, other than a termination which qualifies as an Accelerated Lapse Date, the Restricted Shares with respect to which no Lapse Date has occurred shall be forfeited and automatically transferred to and reacquired by the Company at no cost to the Company, and neither the Participant nor his or her heirs, executors, administrators or successors shall have any right or interest in such Restricted Shares.

         4.      Change of Control.

        4.1   Upon the occurrence of a Change of Control, the Transfer Restrictions and all other restrictions shall lapse with respect to all of the Restricted Shares, all Restricted Shares shall become fully nonforfeitable, and the Board shall have the power and discretion to provide for modification of this award of Restricted Shares in accordance with the Plan. The provisions of this Section 4 shall not apply to any transaction undertaken for the purpose of reincorporating the Company under the laws of another jurisdiction, if such transaction does not materially affect the beneficial ownership of the Company's capital stock.

        4.2   For the purpose of the Restricted Shares awarded pursuant to this Agreement, the term " Change of Control " shall mean the first to occur of the following: (A) any person becomes the beneficial owner, directly or indirectly, of securities of the Company representing 35% or more of the combined voting power of the Company's then outstanding voting securities (other than (i) the Company, (ii) any subsidiary of the Company, or (iii) one or more employee benefit plans maintained by the Company); (B) three or more Directors of the Company, whose election o