AMENDED AND RESTATED
EXECUTIVE                                            
EMPLOYMENT AGREEMENT 






        This
Amended and Restated Employment Agreement (“Agreement”) is effective as of
January 1, 2008 between Gold Resource Corporation, a Colorado corporation (the
“Company”), and William W. Reid (the “Executive”) (collectively, the
“Parties”). 



W I T N E S S E T H:  



        WHEREAS,
the Company wishes to engage the Executive’s services upon the terms and conditions
hereinafter set forth; and 



        WHEREAS,
the Executive wishes to be employed by the Company upon the terms and conditions
hereinafter set forth. 



        NOW,
THEREFORE, in consideration of the premises and mutual promises set forth below, the
sufficiency of which is hereby acknowledged, the Parties agree as follows: 



         
    1.       
          Employment; Duties. The Company hereby agrees to employ
the Executive effective as of the date first above written (the “Effective
Date”) as its President and Chief Executive Officer, and the Executive hereby agrees
to serve in such capacity. The Executive’s principal area of responsibility shall be
to serve as the chief executive officer of the Company, and discharge the duties
incident to that office. In addition, the Executive shall preside at all meetings of
shareholders of the Company and all meetings of the Board of Directors, and negotiate and
execute contracts, deeds, and other instruments on behalf of the Company as are necessary
and appropriate for the conduct of the business and affairs of the Company. The Executive
shall at all times report to and take direction from the Board of Directors of the Company
(the “Board of Directors”), and shall perform such additional duties, not
inconsistent with his position, as shall be designated from time to time by the Company. 



         
    2.       
          Best Efforts. The Executive agrees to use his best efforts to promote the
          interests of the Company and shall, except for illness, reasonable vacation
          periods and leaves of absence, devote his full business time and energies to the
          business and affairs of the Company. The Executive shall be permitted to perform
          material outside business endeavors only with the approval of the Board of
          Directors, provided that such outside activities do not interfere with the
          performance of the Executive’s duties. The Executive may also engage in
          work for charitable, benevolent, civic or educational purposes so long as such
          endeavors do not interfere with the Executive’s duties hereunder. 



         
    3.       
          Term of Agreement. The term of this Agreement shall commence on the
          Effective Date and such term and the employment hereunder shall continue, unless
          earlier terminated in accordance with the provisions of Section 5, for a period
          of three years (the “Original Term”). On each anniversary of this
          Agreement, the term of the Employee’s employment shall be automatically
          extended one additional year unless, prior to 120 days before such anniversary,
          the Employer shall have delivered to the Employee or the Employee shall have
          delivered to the Employer written notice that the term of the Employee’s
          employment hereunder will not be extended. The period of employment of the
          Executive by the Company, commencing with the Effective Date and continuing
          until termination of the employment by expiration or notice hereunder, in
          accordance with Section 5 or otherwise, shall be known as the “Term of
          Employment.” 













    
    4.       
Compensation. 



        
4.1        Base
Salary. As compensation for the
Executive’s services rendered hereunder, the Company shall pay to the Executive a
base salary at an annual rate equal to three hundred thousand dollars ($300,000) (the
“Base Salary”). The Base Salary shall be payable to the Executive on a
monthly basis in accordance with the Company’s standard policies for
management personnel.  



        4.2
       Incentive Compensation. With respect to each calendar year, or portion thereof,
beginning with calendar year 2006, the Executive shall be eligible to receive incentive
compensation, including but not limited to, bonuses, stock options and other perquisites
provided by the Company to executives with comparable authority or duties (and in any
event, not lesser than those provided to executives with junior authority or duties),
payable solely in the discretion of the Board of Directors. 



        4.4
       Benefits. The Executive shall be entitled to participate in all benefit programs
established by the Company and generally applicable to the Company’s executives,
including group health and life insurance and vacation pay. The Executive shall also be
reimbursed for reasonable and necessary business expenses incurred in the course of his
employment with the Company pursuant to Company policies established from time to time.
Reimbursement shall be made to the extent such expenses are deductible by the Company in
accordance with applicable Internal Revenue Service rules. The Employee shall be entitled
to 5 weeks of paid vacation per year and all paid holidays. 



        4.5
       Cellular Phone. The Company shall, during the Term of Employment, provide the
Executive with and pay for the Executive’s use of a cellular phone for business and
reasonable personal use. 



        4.6
       Office, Equipment and Assistance. The Company shall provide for the Executive all
facilities, equipment and services suitable to his position and adequate for the
performance of his duties. The Executive will be required to perform the services and
duties described in Section 1 primarily at the Denver location of the Company. 



       5.
       Termination of Employment Relationship. 



        5.1
       Death.
This Agreement shall terminate immediately upon the death of the Executive. In such event,
Employer shall pay Employee’s estate an amount equal to one year’s Base Salary,
such amount being payable within three months after his death. 



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       5.2
       Disability. This Agreement shall not terminate upon the temporary disability of the
Employee, but the Employer may terminate this Agreement upon permanent disability of the
Employee. In such event, Employer shall pay Employee an amount equal to two years Base
Salary, such amount being payable within three months after such termination, such amount
being reduced by any disability insurance thereafter to be received by Employee for which
the Employer pays all the premiums and of which Employee is the beneficiary. The Board of
Directors shall make a determination of the Total Disability of the Executive based upon
the definition of disability contained in any disability insurance policy owned by the
Company and insuring against the disability of the Executive, and if the Company does not
have such a policy, then by reference to any policy owned by the Executive. If no such
policy exists or if such policy does not comply with the provisions of Section 409A, Total
Disability shall be based upon the inability of the Executive to engage in substantial
gainful activity by reason of any medically determinable physical or mental impairment
that can be expected to result in death or can be expected to last for a continuous period
of not less than 12 months. Any such determination by the Board of Directors shall be
evidenced by its written opinion delivered to the Executive. Such written opinion shall
specify with particularity the reasons supporting such opinion and be manually signed by
at least a majority of the Board of Directors. 



       5.3
       Termination by the Company. This Agreement may be terminated by the Company for
“Cause” and, in such event, the term of employment shall terminate at the
termination date designated by the Company. For the purpose of this paragraph,
“Termination for Cause” or “Cause” shall include the following: 



         
          
    (a)       
          A finding by a court of breach of fiduciary duty or conviction of criminal
          conduct by the Executive, in either case after all rights of appeal have expired
          or such appeals have been exhausted, having the effect of materially adversely
          affecting the Company and/or its reputation; 



         
          
    (b)       
          Failure by the Executive to substantially perform his duties hereunder; 



         
          
    (c)       
          Engagement by the Executive in the use of narcotics or alcohol to the extent
          that the performance of his duties is materially impaired; 



         
          
    (d)       
          Material breach of the terms of this Agreement by the Executive or failure to
          substantially comply with proper instructions of the Board of Directors; 



         
          
    (e)       
          Willful misconduct by the Executive which is materially injurious to the
          Company, other than business decisions made in good faith; or 



         
          
    (f)       
          Any act or omission on the part of the Executive not described above, but which
          constitutes material and willful misfeasance, malfeasance, or gross negligence
          in the performance of his duties to the Company. 



       
5.4       
Termination by the Executive. The Executive may terminate this Agreement for
“Good Reason.” For purposes of this paragraph, Good Reason shall mean: 



         
          
    (a)       
          Any assignment to the Executive of any duties materially inconsistent with the
          position described in Section 1 hereof; 



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              (b)       
          Any material diminution of the duties of the Executive then-existing without the
          written consent of the Executive; 



         
              (c)       
          Any removal of the Executive from, or failure to re-elect the Executive to, the
          positions described in Section 1 hereof without the Executive’s written
          consent, except in connection with termination of the Executive pursuant to
          Section 5.1 or 5.2 hereof; 



         
              (d)       
          A reduction in the Executive’s rate of compensation, or a reduction in the
          Executive’s fringe benefits, moving the Company’s headquarters from
          Denver or any other failure of the Company to comply with Section 4 of this
          Agreement; 



         
              (e)       
          Other material breach of this Agreement by the Company; or 



         
              (f)       
          Following a “Change in Control,” defined below. 



        A
“Change of Control” shall be deemed to have occurred if (i) a tender offer shall
be made and consummated for the ownership of 50% or more of the outstanding voting
securities of the Company; (ii) the sale of 30% or more of the outstanding voting
securities of the Company in a single transaction or a series of transactions occurring
during a period of not more than twelve months; (iii) the Company shall be merged or
consolidated with another corporation and as a result of such merger or consolidation less
than 50% of the outstanding securities of the surviving or resulting corporation shall be
owned in the aggregate by the former shareholders of the Company, as the same shall have
existed immediately prior to such merger or consolidation; or (iv) the Company shall sell
more than 40% of the fair market value of its assets to another corporation which is not a
wholly owned subsidiary. 



        Any
termination by the Board of Directors pursuant to Section 5.2 or by the Executive pursuant
to Section 5.3 shall be communicated by written Notice of Termination to the other Party
hereto. Notice of Termination shall mean a notice which shall indicate the specific
termination provision in this Agreement relied upon and shall set forth in reasonable
detail the facts and circumstances claimed to provide a basis for termination of the
Executive’s employment under the provision so indicated. 



        The
Executive’s obligations under Section 6 regarding confidentiality shall survive any
termination of this Agreement by the Executive, by the Company or otherwise. 



      5.4
       
Payment Upon Termination. 



         
              (a)       
          If this Agreement is terminated by the Company for Cause, or the Executive
          resigns without Good Reason, during the Term of Employment, the Executive shall
          not be entitled to severance pay of any kind but shall be entitled to be
          reimbursed for all reasonable business expenses incurred by the Executive and
          shall be paid the Base Salary earned by the Executive prior to the effective
          date of termination or resignation, and all obligations of the Company under
          Section 4 hereof shall terminate upon the designated termination date, except to
          the extent otherwise required by law. 



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              (b)       
          In the event that the Executive is terminated without Cause or the Executive
          resigns with Good Reason, the Company shall pay the Executive thirty-five (35)
          months Base Salary at the rate prevailing for the Executive immediately
          prior to such termination as severance pay, payable in accordance with
          Company’s normal payroll. The Executive shall also be entitled to receive
          benefits to which he was entitled immediately preceding the date of termination
          for a similar 24 month period, including but not limited to health and dental
          insurance. Notwithstanding the foregoing, the timing of the payments described
          in this subsection (b) of section 5.4 may be modified if, and only if, necessary
          to comply with the provisions of Section 409A of the Internal Revenue Code such
          that the amounts payable to the Executive are paid to him in the year in which
          such income is required to be included in his gross income for tax purposes. 



         
              (c)       
          The parties agree that this Agreement is intended to comply with the
          requirements of Section 409A of the Internal Revenue Code and the regulations
          and other guidance promulgated thereunder or an exemption from 409A.
          Notwithstanding anything in this Agreement to the contrary, if the Executive is
          a “specified employee” (as described in Section 409A) on the date of
          his termination, any amount to which the Executive would otherwise be entitled
          during the first six (6) months following separation of service that constitutes
          nonqualified deferred compensation within the meaning of Section 409A and that
          is therefore not exempt from Section 409A as involuntary separation pay or a
          short-term deferral will be accumulated and paid in a single lump sum cash
          payment (without interest) on the earlier of (i) the first business day of the
          seventh (7th) month following the date of such “separation from
          service” (as defined under Section 409A) or (ii) the date of the
          Executive’s death, and any remaining payments and benefits due under this
          Agreement shall be paid or provided in accordance with the normal payment dates
          specified for them herein. For purposes of this Agreement, each amount to be
          paid or benefit to be provided hereunder shall be construed as a separate
          identified payment for purposes of Section 409A. 



            
6.       
Confidentiality and Non-Disclosure.  



6.1    Confidential Information. The
Executive and the Company recognize that due to the nature of his engagements in this
Agreement, and the relationship of the Executive to the Company, the Executive has had
access to and has acquired, will have access to and will acquire, and has assisted in and
may assist in developing, confidential and proprietary information relating to the
business and operations of the Company and its affiliates, including trade secrets as
defined in the Colorado Uniform Trade Secrets Act and information with respect to their
present and prospective products, services, systems, software, customers, agents,
processes, and sales and marketing methods. The Executive acknowledges that such
information has been and will continue to be of central importance to the business of the
Company and its affiliates and that disclosure of it to or its use by others could cause
substantial loss to the Company. The Executive will keep confidential any trade secrets or
confidential or proprietary information of the Company and its affiliates which are now
known to him or which hereafter may become known to him as a result of his employment or
association with the Company and shall not at any time directly or indirectly disclose any
such information to any person, firm or corporation, or use the same in any way other than
in connection with the business of the Company or its affiliates during and at all times
after the expiration of the Term of Employment.  



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       6.2
       Remedy. In the event of a breach or threatened breach by the Executive of any of the
provisions of this Section 6, the Company shall be entitled to injunctive relief,
restraining the Executive and any business, firm, partnership, individual, corporation, or
entity participating in such breach or attempted breach, from engaging in any activity
which would constitute a breach of this Section 6. Nothing herein, however, shall be
construed as prohibiting the Company from pursuing any other remedies available at law or
in equity for such breach or threatened breach, including the recovery of damages. The
provisions of this Section 6 shall survive the termination of this Agreement and the
termination of the Executive’s employment.  



         
   7.       
Miscellaneous.  



       7.1
       Assignability. The Executive may not assign his rights and obligations under this
Agreement without the prior written consent of the Company, which consent may be withheld
for any reason or for no reason.  



       7.2
       
Severability. In the event that any of the provisions of this Agreement shall be held to
be invalid or unenforceable, the remaining provisions shall nevertheless continue to be
valid and enforceable as though the invalid or unenforceable parts had not been included
therein.  



        7.3
Entire Agreement. This Agreement, and any attachments hereto, constitute the entire
agreement between the Parties relating to the subject matter hereof and supersedes all
prior agreements or understandings among the Parties hereto with respect to the subject
matter hereof. 



       7.4
       
Amendments. This Agreement shall not be amended or modified except by a writing signed by
both Parties hereto.  



       7.5
       
Waiver. The failure of either Party at any time to require performance of the other Party
of any provision of this Agreement shall in no way affect the right of such Party
thereafter to enforce the same provision, nor shall the waiver by either Party of any
breach of any provision hereof be taken or held to be a waiver of any other or subsequent
breach, or as a waiver of the provision itself. This Agreement shall be governed by and
interpreted in accordance with the laws of the State of Colorado without regard to the
conflict of laws of such State. The benefits of this Agreement may not be assigned nor any
duties under this Agreement be delegated by the Executive without the prior written
consent of the Company, except as contemplated in this Agreement. This Agreement and all
of its rights, privileges, and obligations will be binding upon the Parties and all
successors and agreed to assigns thereof.  



       7.6
       
Binding Agreement. This Agreement shall be effective as of the date hereof and shall be
binding upon and inure to the benefit of the Executive, his heirs, personal and legal
representatives, guardians and permitted assigns. The rights and obligations of the
Company under this Agreement shall inure to the benefit of and shall be binding upon any
successor or assignee of the Company, including any entity that may be merged with or into
the Company.  



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       7.7
       
Headings. The headings or titles in this Agreement are for the purpose of reference only
and shall not in any way affect the interpretation or construction of this Agreement.  



       7.8
       
No Conflict. The Executive represents and warrants that he is not subject to any
agreement, order, judgment or decree of any kind which would prevent him from entering
into this Agreement or performing fully his obligations hereunder.  



       7.9
       
Survival. The rights and obligations of the Parties shall survive the Term of Employment
to the extent that any performance is required under this Agreement after the expiration
or termination of such Term of Employment.  



       7.10
       
Counterparts. This Agreement may be executed in two or more counterparts, each of which
shall be deemed an original but all of which shall together constitute one and the same
document.  



       7.11
       
Notices. Any notice to be given hereunder by either Party to the other may be effected in
writing by personal delivery, or by mail, certified with postage prepaid, or by overnight
delivery service. Notices sent by mail or by an overnight delivery service shall be
addressed to the Parties at the addresses appearing following their signatures below, or
upon the employment records of the Company but either Party may change its or his address
by written notice in accordance with this paragraph.  



       7.12
       
Opportunity to Consult Counsel. The Parties hereto represent and agree that, prior to
executing this Agreement, each has had the opportunity to consult with independent counsel
concerning the terms of this Agreement.  



       7.13
       
Attorney Fees. In the event of any dispute, arbitration, litigation between the Parties or
proceeding before any court of competent jurisdiction, the prevailing Party shall be
entitled to reasonable attorney fee, costs and expenses.  



[Signatures on
following page] 











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        IN
WITNESS WHEREOF, the Parties hereto have properly and duly executed this Agreement to be
effective as of the date first written above. 




	 	
THE COMPANY: 
Gold Resource Corporation







	 	
By: _______________________________________

Name: ___________________________________

Title: _______________________________________






	 	
EXECUTIVE:








	 	
_______________________________________

 William W. Reid 
25 Downing Street,
#1-501 
Denver, CO 80218 W. Reid















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