GOLD RESOURCE CORPORATION

Name of Grantee:

Total No. of Restricted Stock Units:

Grant Date:

Vesting Schedule:

[Thirty-three percent (33%) of the Restricted Stock Units shall vest on the first anniversary of the Grant Date, another thirty-three percent (33%) of the Restricted Stock Units shall vest on the second anniversary of the Grant Date, and the final thirty-four percent (34%) of the Restricted Stock Units shall vest on the third anniversary of the Grant Date (each such date, a “Vesting Date”).] 

___________________________________

GOLD RESOURCE CORPORATION

By: ___________________________________

Print Name: ______________________

Its: _____________________________ 

GRANTEE

Signature

Print Name

A. The Board of Directors of the Company (the “Board”) has adopted and the shareholders have approved the Gold Resource Corporation 2016 Equity Incentive Plan (the “Plan”) to promote the success an enhance the value of the Company by linking the personal interests of the Plan’s participants to those of the Company’s shareholders by providing such individuals with an incentive for outstanding performance.

B. The Compensation Committee of the Board has approved the grant of Restricted Stock Units to Grantee pursuant to Section 8.2 of the Plan.

C. To the extent not specifically defined in this Agreement, all capitalized terms used in this Agreement shall have the meaning set forth in the Plan.

D. In consideration of the mutual covenants and conditions hereinafter set forth and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and Grantee agree as follows:

1. Grant of Restricted Stock Units.  Subject to the terms of this Agreement and Section 8.2 of the Plan, the Company grants to Grantee the aggregate number of Restricted Stock Units specified in the Grant Notice.

2. Vesting of Restricted Stock Units.  Subject to ▇▇▇▇▇▇▇’s continued employment (or service) with the Company, the Restricted Stock Units shall vest and become nonforfeitable according to the vesting schedule set forth in the Grant Notice.

3. Payment of Restricted Stock Units.  The Restricted Stock Units that become vested and nonforfeitable pursuant to Section 2 above will be paid in whole unrestricted and fully transferable shares of Stock within 30 days of each Vesting Date identified in the Grant Notice.

4. No Shareholder Rights.  During the restriction period and until the date of payment of Restricted Stock Units pursuant to Section 3, the Grantee will not have any of the rights of a shareholder of the Company with respect to the Restricted Stock Units.

5. Withholding.  As described in Article 15 of the Plan, the Company shall have the right to deduct or withhold, or to require Grantee to remit to the Company, an amount necessary to satisfy any federal, state or local taxes (including Grantee’s FICA obligation) as are required by law to be withheld with respect to the Restricted Stock Units granted pursuant this Agreement.

6. No Right to Continued Employment (or Service). This Agreement shall not be construed to confer upon Grantee any right to continue employment (or service) with the Company and shall not limit the right of the Company, in its sole and absolute discretion, to terminate Grantee’s employment (or service) at any time.

7. Administration.  This Agreement shall at all times be subject to the terms and conditions of the Plan and the Plan shall in all respects be administered by the Committee in accordance with the terms of and as provided in the Plan.  The Committee shall have the sole and complete discretion with respect to all matters reserved to it by the Plan and decisions of the Committee with respect thereto and to this Agreement shall be final and binding upon Grantee and the Company.  In the event of any conflict between the terms and conditions of this Agreement and the Plan, the provisions of the Plan shall control.

8. Adjustments.  The number of shares of Stock subject to the Restricted Stock Units issued to Grantee pursuant to this Agreement shall be adjusted by the Committee pursuant to Section 5.4 of the Plan, in its discretion, in the event of a change in the Company’s capital structure.

9. Copy of Plan.  By the execution of this Agreement, ▇▇▇▇▇▇▇ acknowledges receipt of a copy of the Plan.

10. Governing Law.  This Agreement shall be interpreted and administered under the laws of the State of Colorado.

11. Amendment.  Except as otherwise provided in the Plan, this Agreement may be amended only by a written agreement executed by the Company and Grantee.  The provisions of this Agreement may not be waived or modified unless such waiver or modification is in writing and signed by a representative of the Committee.

12. Clawback.  Pursuant to Section 13.7 of the Plan, every Award issued pursuant to the Plan is subject to potential forfeiture or “clawback” to the fullest extent called for by applicable federal or state law or any policy of the Company.  By accepting this Award, ▇▇▇▇▇▇▇ agrees to be bound by, and comply with, the terms of any such forfeiture or “clawback” provision imposed by applicable federal or state law or prescribed by any policy of the Company.

13. Section 409A Compliance. The Restricted Stock Units, if any, that become payable pursuant to this Notice may be considered “nonqualified deferred compensation” that is subject to the requirements of Section 409A of the Code.  The Company intends, but does not and cannot warrant or guaranty, that the Restricted Stock Units will be paid in compliance with Section 409A of the Code or an applicable exception.  Neither the time nor the schedule of the payment of

the Restricted Stock Units may be accelerated or subject to a further deferral except as permitted pursuant to Section 409A of the Code and the applicable regulations.  Payment of the Restricted Stock Units may be delayed only in accordance with Section 409A of the Code and the applicable regulations.  Grantee may not make any election regarding the time or the form of the payment of the Restricted Stock Units.  This Notice shall be administered in compliance with Section 409A of the Code or an exception thereto and each provision shall be interpreted, to the extent possible, to comply with Section 409A of the Code and the applicable regulations.