Surrender of Excess Grants Under 2009 Equity Incentive Plan

In October 2013, it came to the attention of the Board of Directors (the "Board") of Golden Minerals Company (the "Company") that certain grants of restricted shares of common stock issued to Jeffrey G. Clevenger, Chairman, President and Chief Executive Officer of the Company, pursuant to the Company's 2009 Equity Incentive Plan (the "2009 Incentive Plan") had been issued in excess of a 150,000 share limit in the 2009 Incentive Plan on grants to any one individual in one calendar year. The grants made in excess of this limit were comprised of 27,500 restricted shares issued in December 2010 that vested in September 2011 and 145,000 restricted shares issued in December 2012, none of which had vested (collectively, the "Excess Restricted Shares"). The first third of the 145,000 Excess Restricted Share grant was scheduled to vest on December 14, 2013 in accordance with the original terms of the grant. Mr. Clevenger agreed to surrender the Excess Restricted Shares. The Board appointed a committee comprised of two independent directors to investigate the grants of Excess Restricted Shares. The Committee presented an interim report to the Board in early December 2013 and reported that it had not seen any evidence of intentional wrongdoing based on its investigation, which is nearly completed.

On December 13, 2013, the Company and Mr. Clevenger entered into a Stock Surrender and Unit Grant Agreement dated December 13, 2013 (the "Surrender and Grant Agreement"). Pursuant to the Surrender and Grant Agreement, Mr. Clevenger surrendered to the Company the Excess Restricted Shares on December 13, 2013. Also pursuant to the Surrender and Grant Agreement, the Company granted to Mr. Clevenger on December 13, 2013 (the "Grant Date"), 27,500 units (the "27,500 Unit Grant") and 145,000 units (the "145,000 Unit Grant") pursuant to the Company's 2013 Key Employee Long-Term Incentive Plan (the "KELTIP") in order to provide compensation to Mr. Clevenger equivalent to the compensation that the Company had intended to provide by grant of the Excess Restricted Shares. Please see "Adoption of 2013 Key Employee Long-Term Incentive Plan" for a description of the material terms of the KELTIP. Each unit (a "Unit") represents a contingent right to receive a settlement amount measured generally by the price of the Company's common stock on the settlement date. Payment of the settlement amount in respect of Mr. Clevenger's vested Units is deferred generally until the earlier of a change of control of the Company and the date Mr. Clevenger ceases to serve as an officer or employee of the Company. The settlement amount may be paid in cash or in shares of the Company's common stock granted pursuant to the 2009 Equity Incentive Plan or another plan that may in the future be approved by the Company's stockholders. 75,833 Units were vested as of the Grant Date, comprised of the 27,500 Units included in the 27,500 Unit Grant and 48,333 Units included in the 145,000 Unit Grant. 48,333 Units vest on the first anniversary of the Grant Date and the final 48,334 Units vest on the second anniversary of the Grant Date.