QuickLinks
 -- Click here to rapidly navigate through this document




































 



 
 

  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 



2







 




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.    The Board may, but shall not be required to, authorize
the award of Restricted Stock Units to one or more of the Eligible Directors from time to time. At the discretion of the Board, such awards may occur on the date of an Eligible Director's initial
election to the Board, on the date of the annual meeting of the Golden Minerals' stockholders, and/or on such other dates or upon the occurrence of such other events as the Board may determine. Upon
any award of Restricted Stock Units pursuant to this Plan, the Award Account of such Eligible Director shall be credited with such number of Restricted Stock Units. 



        (b)    Vesting.    Restricted Stock Units awarded pursuant to this Section 5 shall
vest in the manner determined by the Board with respect to such award. 


        (c)    Voting.    Restricted Stock Units shall have no voting rights. 




        6.     Deferral of Fees.



        (a)    Board Authorization to Defer Cash Fees.    The Board may permit any Eligible
Director to elect to defer receipt of all or any portion of the cash compensation for services ("Fees") to be earned by such Eligible Director. In order
to permit the deferral of Fees for any calendar year, the Board shall adopt a resolution (the "Deferral Authorization") no later than the close of the
calendar year prior to the calendar year in which any services will be performed with respect to which Fees may be deferred. Any such Deferral Authorization shall permit any Eligible Director to elect
to defer receipt of Fees in the manner set forth in Section 6(b) and (c). In the discretion of the Board, the Deferral Authorization may apply to the following calendar year, to multiple future
years or to all future years, and may apply to all Fees earned or to only certain Fees earned during such period, in each case, as set forth in the Deferral Authorization, subject to the Board's
authority to rescind or modify a Deferral Authorization for any calendar year prior to the commencement of such calendar year. Unless and until the Board adopts a Deferral Authorization as provided
herein, no deferral of Fees shall be permitted. 




        (b)   Deferral
Election. 




        (i)    Provided
that a Deferral Authorization has been approved by the Board, any Eligible Director may, but is not required to, elect to defer receipt of all or any portion of
any Fees to be earned by such Eligible Director by indicating such election to Golden Minerals on an Election Form supplied by Golden Minerals (each a "Deferral
Election"). The Deferral Election must specify the Fees to be deferred and the period for which such Fees shall be deferred (each a "Deferral
Period"). Each Deferral Election is irrevocable with respect to the Fees to which it applies and shall be valid only to the extent the Deferral Authorization covers the Fees
and Deferral Period set forth in the Deferral Election. 


        (ii)   Each
Deferral Election must be made no later than the close of the calendar year prior to the first calendar year in which any services will be performed with respect
to which Fees are deferred under such Deferral Election. Notwithstanding the foregoing, for the first year in which an Eligible Director becomes eligible to participate in this Plan, the Eligible
Director may make an initial Deferral Election within 30 days after the date the Eligible 




3







 





Director
becomes eligible to participate in this Plan, provided that, (i) such Deferral Election shall be valid only to the extent a Deferral
Authorization covers the proposed Deferral Period, and (ii) such Deferral Election shall apply only to Fees payable with respect to services rendered after the date of such Deferral Election. 


        (iii)  For
so long as a Deferral Authorization is in effect with respect to any proposed deferral, a Deferral Election may be made annually at the Eligible Director's
direction, and shall continue from calendar year to calendar year unless a written request to modify or terminate that election for subsequent calendar years is submitted to Golden Minerals on or
before December 31 of such year. 




        (c)    Credit for Amounts Deferred.    The Fee Account will be credited with the number
of Restricted Stock Units as are equal to the number of Shares, including fractions, that could have been purchased had the amount of the Fees accrued and deferred been used to purchase Shares on the
date on which such Fees would have been earned had they not been deferred, at a price equal to Fair Market Value on such date. Restricted Stock Units awarded pursuant to this Section 6 shall
vest immediately. 




        7.     Dividends, Distributions and Adjustments.



        (a)   Whenever
a cash dividend or any other distribution is paid with respect to Shares, the Award Account and Fee Account, as applicable, of each Eligible Director shall be
credited with an additional number of Restricted Stock Units equal to the number of Shares that could have been purchased had such dividend or other distribution been paid on each Restricted Stock
Unit in the Award Account and Fee Account, as applicable (on the record date for such dividend or distribution) and the amount of such dividend or value of such other distribution been used to acquire
additional Shares at the Fair Market Value on the date such dividend or other distribution is paid. The value of any such other
distribution on or related to Shares shall, at the option of the Board (or an authorized Committee of the Board), be either determined by the Board or independently established. 


        (b)   The
number of Restricted Stock Units shall be fully adjusted upon the occurrence of any stock split, stock dividend, combination or reclassification, recapitalization,
merger or similar event, and shall be appropriately adjusted for the value (determined in the manner provided above with respect to distributions) of any right, privilege or opportunity provided or
offered by Golden Minerals to holders of Shares. 




        8.     Delivery of Shares.



        (a)   Within
thirty (30) days following the date on which the Eligible Director ceases to be a member of the Board, a number of Shares equal to the number of vested
Restricted Stock Units in such Eligible Director's Award Account and Fee Account shall be delivered to such Eligible Director, and all unvested Restricted Stock Units shall terminate. 


        (b)   In
the event of an Eligible Director's death, such Eligible Director's estate or beneficiary, as appropriate, shall be paid an amount equal to the Fair Market Value on
the date of death of a number of Shares equal to the number of the vested and unvested Restricted Stock Units credited to his or her Award Account and Fee Account. 


        (c)   In
the event that an Eligible Director incurs an Unforeseeable Emergency, the Board may direct the immediate lump sum transfer to the Eligible Director of vested amounts
(in Shares or in cash equal to the Fair Market Value of Shares) that the Board determines to be necessary to satisfy such Unforeseeable Emergency plus amounts necessary to pay taxes reasonably
anticipated as a result of the distribution, after taking into account the extent to which such Unforeseeable Emergency is or may be relieved through reimbursement or compensation by insurance or 



4







 




otherwise
or by liquidation of the Eligible Director's assets (to the extent the liquidation of such assets would not itself cause severe financial hardship). The preceding sentence shall be construed
and administered in accordance with the requirements of Section 409A(a)(2)(B)(ii) of the Code. If a Eligible Director has suffered an Unforeseeable Emergency, the Board may, in its sole
discretion, authorize the cessation of deferrals by such Eligible Director under the Plan. "Unforeseeable Emergency" shall mean a severe financial
hardship to an Eligible Director resulting from an illness or accident of the Eligible Director, the Eligible Director's spouse, or a dependent (as defined in Section 152(a) of the Code) of the
Eligible Director, loss of the Eligible Director's property due to casualty, or other similar extraordinary and unforeseeable circumstances arising as a result of events beyond the control of the
Eligible Director. This definition shall be construed and administered in accordance with the requirements of Code Section 409A(a)(2)(B)(ii). 


        (d)   Notwithstanding
anything in this Plan to the contrary, no benefits payable by reason of an Eligible Director ceasing to be a member of the Board will be payable unless,
or until, such Eligible Director shall have experienced a separation from service within the meaning of Code Section 409A and Treasury Regulations thereunder. 


        (e)   Distributions
of fractional Restricted Stock Units shall be made in cash. 




        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. 


5











QuickLinks



EXHIBIT 10.2


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