Exhibit
10.1


 


GOLDEN
MINERALS COMPANY


 


2009
EQUITY INCENTIVE PLAN


 


FORM
OF NON-QUALIFIED STOCK OPTION AWARD AGREEMENT


 


This Non-Qualified Stock Option 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 Option.


 


1.1           The Company hereby grants to the Participant a
non-qualified share option (the “Option”) to
purchase                 
shares of Common Stock at an exercise price (the “Exercise
Price”) of $         per share
of Common Stock, subject to the terms and conditions of this Agreement and the
Plan.


 


1.2           This Option shall be treated as a non-qualified stock
option and will not qualify as an incentive stock option within the meaning of Section 422
of the United States Internal Revenue Code of 1986, as amended.


 


2.             Vesting.  The Option
shall vest and be exercisable by the Participant in accordance with the
following schedule:


 


	
  Date

  	
   

  	
  Portion of Option Vested

  
	
  Date of Grant

  	
   

  	
   

  
	
  First
  Anniversary

  	
   

  	
   

  
	
  Second
  Anniversary

  	
   

  	
   

  
	
  Third
  Anniversary

  	
   

  	
   

  



 

















 


3.             Option Term.  The Option
granted hereby shall expire on                           
(the “Expiration Date”), unless sooner terminated
or modified under the provisions of this Agreement or the Plan.  Except as otherwise set forth herein, the
Option may not be exercised after the Expiration Date.


 


4.             Termination of Employment


 


4.1           Termination of Continuous Service.  In the event
the Participant’s Continuous Service terminates (other than upon the
Participant’s death, Disability, Retirement or as a result of a Change of
Control), the Option shall immediately terminate; provided, however,
if the Participant’s Continuous Service is terminated for reasons other than
for cause, as determined by the Board in its discretion, the Option shall
continue to be exercisable until the earlier of (i) the Expiration Date,
or (ii) 180 days after the date of such termination.  All such vested Options not exercised within
the period described in the preceding sentence shall terminate.


 


4.2           Termination for Cause.  In the event
the Participant’s Continuous Services terminates for cause, as determined by
the Board in its discretion, this Option (including any vested portion) shall be
forfeited as of the date of termination.


 


4.3           Disability or Death of Optionholder.  In the event
of a Participant’s Disability or death, the unvested portion of the Option
shall immediately terminate, and the vested portion of the Option shall
continue to be exercisable until the earlier of (i) the Expiration Date,
or (ii) twelve months after the date of such Disability or death. All
such vested Options not exercised within such 12-month period shall terminate.


 


4.4           Retirement.  In the event of the Participant’s
Retirement, the unvested portion of the Option shall automatically vest on the
date of such Retirement and the Option shall be exercisable until the earlier (i) the
Expiration date, or (ii) twenty-four months after such Retirement
date.  All such Options not exercised
within the period described in the preceding sentence shall terminate.


 


5.             Change of Control


 


5.1           In the event of a Change of Control, the Company shall
give the Participant notice thereof and this Option, whether or not currently
vested and exercisable, shall become vested and exercisable immediately prior
to the effective date of the Change of Control, and the Board shall have the
power and discretion to provide alternatives regarding the terms and conditions
for the exercise of, or modification of, this Option in accordance with the
Plan; provided, however, such alternatives shall not adversely
affect the then current exercise provisions without such Participant’s consent.  The Board may provide that the Option must be
exercised in connection with the closing of such transaction, and that if not
so exercised the Option will expire.  The
provisions of this Section 5 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.


 


2

















 


5.2           For the purpose of the Option 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 or nomination for election is not approved by a majority of the
applicable Incumbent Board, are elected within any single twelve month period
to serve on the Board; (C) members of the applicable Incumbent Board cease
to constitute a majority of the Board; (D) the consummation of a merger or
consolidation of the Company with or into any other corporation or entity or
person, or any other corporate reorganization, in which the stockholders of the
Company immediately prior to such consolidation, merger or reorganization own
less than 50% of the outstanding voting securities of the surviving entity (or
its parent) following the consolidation, merger or reorganization or (E) the
consummation of a sale, lease or other disposition of all or substantially all
of the assets of the Company.  For
purposes of this definition, the terms “person”
and “beneficial owner” shall have
the meanings set forth in Section 13(d) and Rule 13d-3,
respectively, of the Securities Exchange Act of 1934, as amended, and in the
regulations promulgated thereunder.  For
purposes of this definition, “Incumbent
Board” means (i) members of the Board of Directors of the
Company as of the date hereof, to the extent that they continue to serve as
members of the Board, and (ii) any individual who becomes a member of the
Board after the date hereof, if such individual’s election or nomination for
election as a Director was approved by a vote of at least 75% of the then
applicable Incumbent Board.


 


6.             Exercise.  The Option may be exercised in whole or in
part.  Common Stock purchased upon the
exercise of the Option shall be paid for in full at the time of such
purchase.  Such payment shall be made in
cash or by wire transfer in immediately available funds in either event
denominated in Dollars.  Upon receipt of
notice of exercise and payment in accordance with procedures to be established
by the Board, the Company or its agent shall deliver to the Participant a
certificate for such Common Stock.


 


7.             No Right to Continued Employment. 
Nothing in this Award Agreement or the Plan shall be interpreted or construed
to confer upon the Participant any right with respect to continued employment
by the Company or any of its Affiliates, nor shall this Award Agreement or the
Plan interfere in any way with the right of the Company or any Affiliate to
terminate the Participant’s employment at any time.


 


8.             Adjustments Upon Recapitalization. 
If, by reason of a recapitalization or other change in corporate or
capital structure, the Participant shall be entitled to new, additional or
different shares of stock or securities of the Company or any successor Company
or entity or other property pursuant to the Plan, such new, additional or
different shares or other property shall thereupon be subject to all of the
conditions and restrictions which were applicable to the Option immediately
prior to such recapitalization or other change in corporate or capital
structure.


 


9.             Withholding Taxes. 
The
Company shall have the right to require the Participant or the Participant’s
beneficiaries or legal representatives to remit to the Company an amount equal
to the applicable foreign, federal, state and local income taxes and other
amounts required 


 


3

















 


by law to be withheld
upon the grant, vesting or exercise of this Option (the “Withholding Taxes”).  Whenever payments under the Plan or this
Award Agreement are to be made to the Participant in cash, such payments shall
be net of any amounts sufficient to satisfy all applicable taxes, including
without limitation, all Withholding Taxes concerning such payments.  The Board may, in its sole discretion, permit
the Participant to satisfy the withholding obligation either by (i) surrendering
shares of Common Stock owned by the Participant or (ii) having the Company
withhold shares from of Common Stock otherwise deliverable to the
Participant.  Common Stock surrendered or
withheld shall be valued at their Fair Market Value as of the date on which
income is required to be recognized for income tax purposes.


 


10.          Modification of Award Agreement. 
Except as set forth in the Plan and in this Award Agreement, this Award
Agreement may be modified, amended, suspended or terminated, and any terms or
conditions may be waived, but only by a written instrument executed by the
parties hereto.


 


11.          Severability.  Should
any provision of this Award Agreement be held by a court of competent
jurisdiction to be unenforceable or invalid for any reason, the remaining
provisions of this Award Agreement shall not be affected by such holding and
shall continue in full force and effect in accordance with their terms.


 


12.          Governing Law. 
This Award Agreement and all rights arising hereunder shall be governed
by, and construed and interpreted in accordance with, the laws of the State of
Delaware.


 


13.          Successors in Interest.  This
Award Agreement shall inure to the benefit of and be binding upon any successor
to the Company and upon the Participant’s heirs, executors, administrators and
successors.


 


14.          Interpretation. 
This Award Agreement shall be construed in accordance with, and subject
to, the terms of the Plan.  For purposes
of this Award Agreement, all capitalized terms used and not otherwise defined
herein shall have the meanings ascribed to them in the Plan.


 


15.          Rights Prior to Exercise of Option. 
The Participant shall not have any rights as a stockholder with respect
to any Common Stock subject to the Option prior to the date on which he is
recorded as the holder of such Common Stock on the records of the Company.


 


16.          Non-Assignability. 
The Option granted hereby and any right arising thereunder may not be
transferred, assigned, pledged or hypothecated (whether by operation of law or
otherwise), except by will or the applicable laws of descent and distribution,
and the Option and any right arising thereunder shall not be subject to
execution, attachment or similar process. 
Any attempted assignment, transfer, pledge, hypothecation or other
disposition of an Option not specifically permitted herein or in the Plan shall
be null and void and without effect.  An
Option may be exercised solely by the Participant during his or her lifetime,
or following his or her death pursuant to Section 4.3 hereof.


 


4

















 


Executed as of the
day and year first above written.


 


 


	
   

  	
   

  	
  GOLDEN
  MINERALS COMPANY

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  PARTICIPANT

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  



 


5