GOLDEN MINERALS COMPANY NON-EMPLOYEE DIRECTORS DEFERRED COMPENSATION AND EQUITY AWARD PLAN

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EXHIBIT 10.2

GOLDEN MINERALS COMPANY

NON-EMPLOYEE DIRECTORS DEFERRED COMPENSATION
AND EQUITY AWARD PLAN

Effective on May 20, 2009

         1.     Purpose.

        (a)   Golden Minerals Company (" Golden Minerals ") has established this Non-Employee Directors Deferred Compensation and Equity Award Plan (the " Plan ").

        (b)   The purpose of the Plan is to enable members of the Board of Directors (the " Board ") who are not Golden Minerals Employees (" Eligible Directors ") to defer receipt of compensation for their services as Directors of Golden Minerals and to enable Golden Minerals to provide part or all of the compensation for the Board service of Eligible Directors by agreeing to issue to such Eligible Directors shares of Golden Minerals' common stock, par value $0.01 per share (" Shares ").

        (c)   This Plan has been established pursuant to the Golden Minerals Company 2009 Equity Incentive Plan (" Incentive Plan "), and all rights to acquire Shares and Shares issued pursuant to this Plan constitute awards granted and shares issued under the Incentive Plan.

         2.     Definitions.

        (a)   " Code " means the Internal Revenue Code of 1986, as amended, and the rules and regulations promulgated thereunder.

        (b)   " Committee " means an existing or newly formed committee of two or more Independent Directors appointed by the Board.

        (c)   " Employee " means any person employed by Golden Minerals or a Subsidiary of Golden Minerals. Service as a director or payment of a director's fee by Golden Minerals or a Subsidiary of Golden Minerals alone shall not be sufficient to constitute "employment" by Golden Minerals or a Subsidiary of Golden Minerals.

        (d)   " Fair Market Value " means, as of any date, the value of the Shares determined as follows:

        (i)    If the Shares are listed on any "established securities market", as defined in Treas. Reg. Section 1.897-1(m) or any successor thereto, the Fair Market Value of a Share shall be the closing sales price for such Share as quoted on such market (or the market with the greatest volume of trading in the Shares if such Shares are traded on more than one market) on the day of determination (or if no sales were reported on such day, on the most recent trading day on which a sales transaction was reported), as reported by such market or such other source as the Board reasonably deems reliable.

        (ii)   In the absence of such markets for the Shares, the Fair Market Value shall be determined in good faith by the Board using a reasonable valuation method in accordance with Treas. Reg. Section 1.409A-1(b)(5)(iv)(B) or any successor thereto.

        (e)   " Independent Director " means (i) a director who satisfies the definition of Independent Director or similar definition under the applicable securities exchange rules and regulations upon which the Shares are traded from time to time, if applicable, and (ii) a director who either (A) is not a current employee of Golden Minerals or an "affiliated corporation" (within the meaning of Treasury Regulations promulgated under Section 162(m) of the Code), is not a former employee of Golden Minerals or an "affiliated corporation" receiving compensation for prior services (other than benefits under a tax qualified pension plan), is not an officer of Golden Minerals or an "affiliated corporation" at any time and is not currently receiving direct or indirect remuneration from Golden Minerals or an "affiliated corporation" for services in any capacity other than as a

director or (B) is otherwise considered an "outside director" for purposes of Section 162(m) of the Code.

        (f)    " Restricted Stock Unit " means the right to receive one Share credited to the Award Account or the Fee Account in accordance with this Plan.

        (g)   " Subsidiary " means with respect to any person, a corporation the majority of whose share capital with voting power, under ordinary circumstances, to elect directors is, at the date of determination thereof, directly or indirectly owned by such person, by a Subsidiary of such person, or by such person and one or more Subsidiaries of such person.

         3.     Administration.

        (a)      Administration by Board.     The Board shall administer the Plan unless and until the Board delegates administration to a Committee. The Board may, at any time and for any reason in its sole discretion, rescind all or any portion of such delegation.

        (b)      Powers of Board.     The Board shall have the power, subject to, and within the limitations of, the express provisions of the Plan:

        (i)    To construe and interpret the Plan and any agreements issued pursuant to the Plan and to establish, amend and revoke rules and regulations for their administration. The Board, in the exercise of this power, may correct any defect, omission or inconsistency in the Plan in a manner and to the extent it shall deem necessary or expedient to make the Plan fully effective.

        (ii)   To amend the Plan as provided in Sections 12 and 13.

        (iii)  To waive in its sole discretion, at any time and from time to time, with respect to any award pursuant to Section 5 of the Plan, the vesting requirement set forth in Section 5(c) of the Plan, and to permit Restricted Stock Units to vest on an earlier date, including the date of grant.

        (iv)  Generally, to exercise such powers and to perform such acts as the Board deems necessary or expedient to promote the best interests of Golden Minerals which are not in conflict with the provisions of the Plan.

        (c)      Delegation to Committee.     The Board may delegate administration of the Plan and its powers and duties thereunder to a Committee or Committees, and the term " Committee " shall apply to any person or persons to whom such authority has been delegated. Upon such delegation, the Committee shall have the powers theretofore possessed by the Board, including the power to delegate to a subcommittee any of the administrative powers the Committee is authorized to exercise (and references in this Plan to the Board shall thereafter be deemed to include the Committee or subcommittee), subject, however, to such resolutions, not inconsistent with the provisions of the Plan, as may be adopted from time to time by the Board. In its absolute discretion, the Board may at any time and from time to time exercise any and all rights and duties of the Committee under this Plan, except respecting matters under Rule 16b-3 of the Exchange Act or Section 162(m) of the Code, or any rules or regulations issued thereunder, which are required by such rules or regulations to be determined in the sole discretion of the Committee.

        (d)      Effect of Decision of the Board or a Committee; No Liability.     All determinations, interpretations and constructions made by the Board or a Committee in good faith shall not be subject to review by any person and shall be final, binding and conclusive on all persons. No member of the Board or a Committee or any person to whom duties hereunder have been delegated shall be liable for any action, interpretation or determination made in good faith, and such persons shall be entitled to full indemnification and reimbursement consistent with applicable

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law, in the manner provided in Golden Minerals' Certificate of Incorporation and Bylaws as the same may be amended from time to time, or as otherwise provided in any agreement between any such member and Golden Minerals.

         4.    Maintenance of Records.     Golden Minerals shall maintain two bookkeeping accounts for each Eligible Director, an " Award Account " and a " Fee Account ", each of which shall be credited in accordance with the terms of this Plan and the elections of each Eligible Director pursuant to this Plan. Such accounts shall be maintained solely to evidence unfunded obligations of Golden Minerals.

         5.     Award of Restricted Stock Units.

        (a)      Discretionary Awards.