EXHIBIT 10.2

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

Effective
on May 20, 2009

1.     Purpose.



2.     Definitions.



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3.     Administration.



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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.



6.     Deferral of Fees.



(b)   Deferral
Election.



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7.     Dividends, Distributions and Adjustments.



8.     Delivery of Shares.



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9.    Alienability.No amount due or payable under the Plan or any interest in the Plan, shall be subject in any
manner to alienation, sale, transfer, assignment, pledge, attachment, garnishment, lien, levy or like encumbrance. No such amount shall in any manner be liable for or subject to the debts or liability
of any Eligible Director. Prior to delivery of Shares by Golden Minerals pursuant to Section 8, no Eligible Director shall have any right to transfer or assign any Share, or any right to
receive any Share, credited to him or her under this Plan. Any purported assignment shall be null and void.

10.    Eligible Director's Rights Unsecured.The right of an Eligible Director to receive any cash payment or
Shares hereunder shall rank as an unsecured claim against Golden Minerals and shall be subject to the claims of general creditors in the event of the bankruptcy or insolvency of Golden Minerals.
Assets that may be set aside for Golden Minerals' convenience with respect to the Plan, and bookkeeping accounts maintained pursuant to the Plan, shall not in any way be construed as assets held in
trust for, or be subject to any prior claim by, an Eligible Director or beneficiary.

11.    Effective Date.The Plan shall become effective on May 20, 2009.

12.    Section 409A.Golden Minerals intends that payments and benefits payable under the Plan not be
subject to the additional tax imposed pursuant to Section 409A of the Code, and the Plan shall be construed in accordance with such intent. To the extent such payments or benefits could become
subject to such Section, Golden Minerals shall cooperate with the Eligible Directors to amend the Plan with the goal of providing to the Eligible Directors the economic benefits described in the Plan
in a manner that does not result in such tax being imposed. Notwithstanding any other provision of this Plan to the contrary, if (1) on the date of a Eligible Director's Separation from Service
(as such term is used or defined in Code Section 409A(a)(2)(A)(i), Treasury Regulation Section 1.409A-1(h), or any successor law or regulation), any of Golden Minerals'
equity is publicly traded on an established securities market or otherwise (within the meaning of Section 409A(a)(2)(B)(i) of the Code) and (2) as a result of such Separation from
Service, the Eligible Director would receive any payment that, absent the application of this sentence, would be subject to interest and additional tax imposed pursuant to Code Section 409A as
a result of the application of Code Section 409A(2)(B)(i), then, to the extent necessary to avoid the imposition of such interest and additional tax, such payment shall be deferred until the
earlier of (i) 6 months after the Participant's Separation from Service or (ii) the Participant's death.

13.    Amendment and Termination.The Board or any authorized Committee of the Board may at any time terminate, and
may at any time and from time to time and in any respect amend, the Plan for any reason; provided that the Plan may not be amended more than once every six months, other
than to comport with changes in the Code, the Employee Retirement Income Security Act of 1974, or the rules and regulations thereunder.

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