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.



Number of Shares

Lapse Date


2.     Rights of Participant.



3.     Lapse of Restrictions.



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4.     Change of Control.



5.     Escrow and Delivery of Shares.



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6.     Dividends; Voting Rights.



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 Restricted
Shares immediately prior to such recapitalization or other change in corporate or capital structure.

9.     Withholding of Taxes.



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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.

GOLDEN MINERALS COMPANYBy:

Name:
Title:PARTICIPANTName:


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