EX-10.1






EMPLOYMENT AGREEMENT




THIS AGREEMENT is made and entered into as of the 26th day of January, 2006, by and between
Golden Telecom, Inc. (“GTI”), a Delaware corporation, and Boris Oleg Svetlichny, an adult citizen
of the United States of America (the “Employee”).



WHEREAS, the appointment of the Employee as Senior Vice President, Chief Financial Officer and
Treasurer of GTI pursuant to this Agreement has been duly approved by the Board of Directors of GTI
as of the 11th day of January 2006; and



WHEREAS, GTI desires to employ the Employee and the Employee desires to be employed by GTI,
subject to the terms and provisions of this employment agreement (the “Agreement”);



NOW THEREFORE, GTI and the Employee mutually agree as follows:




	1.	 	Employment. 






	 	(a)	 	GTI hereby employs the Employee, and the Employee hereby accepts employment, on
the terms and conditions set forth herein, it being understood that the date of the
Employee’s commencement of his responsibilities shall be agreed between him and the
Chief Executive Officer of GTI, and shall be a date as early as possible in 2006 that
is satisfactory to the Chief Executive Officer of GTI in his sole discretion, and all
obligations of GTI under this Agreement are contingent on the Employee’s actual
commencement of his responsibilities under this Agreement.






	 	(b)	 	The Employee shall be employed as of the date he commences his responsibilities
under this Agreement in the position of Senior Vice President, Chief Financial Officer
and Treasurer of GTI, and seconded to one or more of GTI’s affiliates, based in Moscow,
Russia, but may from time to time be given such additional titles or be requested to
perform such duties and exercise such power and authority commensurate with the
Employee’s position as may be delegated to the Employee by the Chief Executive Officer
or the Board of Directors of GTI.






	 	(c)	 	The Employee shall devote all necessary business time and attention, and employ
the Employee’s best efforts, toward the fulfillment and execution of all assigned
duties, and the satisfaction of defined annual and/or longer-term performance criteria.






	2.	 	Term.






	 	(a)	 	This Agreement is effective as of the 26th day of January, 2006, the date of
execution of this Agreement, and shall continue unless terminated in accordance with
Section 10 herein.






	 	(b)	 	GTI reserves the right to pay the Employee in lieu of any period of notice.






	 	(c)	 	Further, GTI reserve the right to require the Employee not to attend GTI’s
premises or the premises of the Employee’s business unit or to provide the Employee
with alternative work of a broadly similar nature to the work the Employee normally
performs, during any period of suspension or whilst the Employee is under notice of
termination (served either by GTI or the Employee) provided that the Employee continues
to be paid the salary and benefits to which the Employee is entitled under this
Agreement and further provided that the period of any such requirement does not exceed
six (6) months.






	3.	 	Compensation. 






	 	(a)	 	For the purposes of this Agreement, “Salary” shall mean all payments by GTI to
the Employee pursuant to this Section 3.






	 	(b)	 	Commencing on the date hereof and continuing thereafter unless adjusted as set
forth herein, the Employee shall be paid an annual Salary of three hundred thousand
dollars (USD 300,000) payable in accordance with GTI’s customary payroll practices for
Employees, but no less frequently than bi-monthly and prorated for any partial year of
employment.






	 	(c)	 	As soon as practicable following the last day of each fiscal year of GTI, GTI
shall review the Salary of the Employee and shall consider, based upon the Employee’s
performance and GTI’s financial position, potential increases, but not decreases, to
the Employee’s Salary as GTI shall, in its sole and absolute discretion, deem
appropriate. Any such increased Salary shall be the “Salary” for all purposes under
this Agreement.






	4.	 	Bonus.






Subject to the terms and conditions of the Golden Telecom Group, Inc. Incentive Bonus Plan
for Senior Management (“Bonus Plan”), attached hereto as Annex A and forming an integral
part hereof, GTI shall pay to the Employee an annual performance-based, incentive
compensation payment (“Target Bonus”), which in the first year of the term hereof shall be
in the amount of one hundred and fifty thousand dollars (USD 150,000).




	5.	 	Grant of Stock Appreciation Rights.






The Employee shall be awarded fifty thousand (50,000) Stock Appreciation Rights (“SARs”)
pursuant to the Golden Telecom, Inc. 2005 Stock Appreciation Rights Plan (the “Plan”)
pursuant to the standard pricing and vesting schedule and award agreement for participants
in the Plan.




	6.	 	Benefits.






	 	(a)	 	During the term of this Agreement, the Employee shall be entitled to receive
such benefits and to participate in such employee group pension and welfare benefit
plans, property, life, and disability insurance, and worldwide medical insurance and
health benefits for the Employee and his family with a reputable international
insurance agency, initially Aetna Global Benefits, and dental and medical
coverage policies as are generally provided by GTI to its employees of comparable level
and responsibility in accordance with the plans, practices and programs of GTI
(“Benefits”). The Employee’s life insurance policy shall carry a value of $500,000 and
his disability insurance policy shall carry a value of sixty (60) percent of the
Employee’s Salary, and in the absence of valid insurance policies with independent
insurance companies, these insurance obligations shall be direct obligations of the
Employer.






	 	(b)	 	During the term of this Agreement, GTI shall pay the reasonable school fees for
the Employee’s eligible children in accordance with the policies and practices of GTI.






	 	(c)	 	Upon termination of this Agreement under any of the eventualities described in
paragraphs (b)-(e) of Section 10 hereof, GTI shall provide the Employee with
reimbursement (i) for the cost of a one-way business class airline ticket for the
Employee and his spouse (or if he is not married, his significant other) and his
children from their place of secondment to their place of relocation or their domicile
in their home country; and (ii) for the cost of moving the Employee’s and his spouse’s
(or if he is not married, his significant other’s) and children’s household goods and
other personal property from their place of secondment to their place of relocation or
to any storage facility designated by the Employee.






In conjunction with the foregoing, in the event of the Employee’s voluntary
resignation under Subsection 10(d) hereof, the benefits provided under this
Subsection 6(c) shall be payable only if (i) the effective date of the Employee’s
voluntary resignation is on or after the first anniversary of his commencement of
employment under this Agreement, and (ii) the Employee and his spouse (or if he is
not married, his significant other) and his children incur the foregoing travel and
relocation expenses within one (1) year of the effective date of the termination of
his employment.




Furthermore, in the event of the Employee’s death or termination of employment due
to Total Disability under Subsections 10(b) and (c) hereof, respectively, the
foregoing travel and relocation expense shall include the cost, as appropriate, of
shipping the Employee’s body to a place designated by him or his spouse (or if he is
not married, his significant other) or alternatively, if appropriate due to the
Employee’s Total Disability, shall include the cost of providing the Employee with
an appropriate medical evacuation mode of travel.




	 	(d)	 	During the term of this Agreement and for the tax reporting year twelve months
after the termination of this Agreement, GTI shall pay the cost of services by Ernst &
Young, or some other reputable international accounting/tax firm as determined by GTI,
to prepare the Employee’s and his spouse’s (or if he is not married, his significant
other’s) tax declarations in Russia and in the Employee’s and his spouse’s (or if he is
not married, his significant other’s) country of citizenship, to the extent required
and requested by the Employee. In addition, it is the intent of the parties hereto
that GTI shall equalize the Employee’s income tax obligation as if the Employee’s
compensation and other benefits provided under this Agreement were earned in the
Employee’s home country and subject only to income tax by the Employee’s home country;
provided, that the Employee will retain the benefit of his “Foreign Tax Credit
carryforwards” from years prior to his commencement of employment with GTI and the
effect of these Foreign Tax Credits should not be lost for the Employee and the actual
and economic benefit of any equivalent benefit in the Employee’s home country as is
allowed to US citizens pursuant to any Foreign Earned Income Exclusion and the Foreign
Housing Exclusion and Deduction (the “Exclusions”) as set forth in Section 911 of the
Internal Revenue Code of 1986, as amended (the “Code”), (the Foreign Income Exclusion
currently being eighty thousand dollars (USD 80,000)). As such, the parties hereto
expressly acknowledge and agree that (i) GTI or its affiliates shall pay all of the
Employee’s Russian tax obligations associated with the Employee’s compensation and
other benefits provided under this Agreement, in such amounts and at such times as
required by applicable Russian tax law (whether directly to the Russian taxing
authority, or through reimbursement to the Employee), plus pay to the Employee such
additional amounts as are required to gross up the Employee’s compensation and benefits
provided under this Agreement for any Russian income taxes or other income taxes of the
Employee’s home country associated with the payments and reimbursements required by
this Section 6(d) and (ii), notwithstanding any change in applicable tax law after the
date hereof, the potential benefit to the Employee associated with the Exclusions shall
in no event be less than the amount that would be available to the Employee under Code
Section 911 as of the date hereof.






	 	(e)	 	During the term of this Agreement, GTI shall provide necessary visa support for
the Employee and his family.






	 	(f)	 	During the term of this Agreement, GTI shall make available, at its sole
expense, foreign language training for the Employee, his spouse (or if not married, his
significant other) and children.






	 	(g)	 	During the term of this Agreement, GTI will match 50% of Employee’s maximum
allowed annual contribution into GTI’s-sponsored 401(k) Plan.






	 	(h)	 	During the term of this Agreement, GTI shall provide Employee with blanket
accident insurance, which insures against accidental loss of life or bodily injury.






	 	(i)	 	During the term of this Agreement, GTI shall make available to Employee
personal property insurance coverage against physical loss to items of Employee’s
personal property which are lost, damaged or destroyed.






	7.	 	Expense Reimbursement.






During the term of employment, GTI shall reimburse the Employee for all reasonable and
necessary expenses incurred by the Employee in connection with the performance of Employee’s
duties as an employee of GTI. Such reimbursement is subject to the submission to GTI by the
Employee of appropriate documentation and/or vouchers in accordance with the customary
procedures of GTI for expense reimbursement, as such procedures may be revised by GTI from
time to time hereafter.




	8.	 	Vacation.






During each of GTI’s fiscal years during the term of employment, the Employee shall be
entitled to no less than four (4) weeks vacation, or such greater number of days as provided
by any policy of GTI. Unused vacation days will not carry-over or accumulate from year to
year without the prior written consent of the Director, Human Resources.




	9.	 	Taxation Policy.






Notwithstanding Section 6(d) of this Agreement, to the extent that the Golden Telecom Group,
Inc. Expatriate Taxation Policy, as amended from time to time (“Policy”), provides more
favorable treatment to the Employee, the Policy will control.




	10.	 	Termination.






	 	(a)	 	GTI shall have “Cause” to terminate the Employee’s employment hereunder upon
the Employee’s:






	 	(i)	 	failure to follow a legal order of the Board of Directors or
the Chief Executive Officer of GTI, other than any such failure resulting from
the Employee’s physical or mental disability, sickness or other periods of
excused absence after notice and reasonable opportunity for cure;






	 	(ii)	 	fraud, embezzlement, or any other similar illegal act committed
by the Employee in connection with the Employee’s duties as an employee of GTI
or any subsidiary or affiliate or parent, direct or indirect, of GTI;






	 	(iii)	 	conviction of any felony involving moral turpitude which
causes or may reasonably be expected to cause substantial economic injury to or
substantial injury to the reputation of GTI or any subsidiary or affiliate or
parent, direct or indirect, of GTI; or






	 	(iv)	 	willful commission of an act or willful omission of an act
which is intended to cause or may reasonably be expected (as of the time of
such occurrence) to cause substantial economic injury to or substantial injury
to the reputation of GTI or any subsidiary or affiliate or parent, direct or
indirect, of GTI, including, without limitation, any material violation of the
Foreign Corrupt Practices Act, as described herein below.






Action or inaction by the Employee shall not be considered “willful” unless done or omitted
by the Employee intentionally and without the Employee’s reasonable belief that the
Employee’s action or inaction was in the best interests of GTI, and shall not include
failure to act by reason of total or partial incapacity due to physical or mental illness.
The cessation of employment of the Employee shall not be deemed to be for Cause unless prior
to such termination there shall have been delivered to the Employee a copy of a resolution
duly adopted by the affirmative vote of not less than a majority of the disinterested
membership of the Board of Directors of GTI at a meeting of such Board of Directors called
and held for such purpose (after reasonable notice is provided to the Employee and the
Employee is given an opportunity, together with counsel, to be heard before such Board of
Directors), finding, that, in the good faith opinion of the Board of Directors, the Employee
is guilty of the conduct described in clause (i), (ii) (iii) or (iv) above, and specifying
the particulars thereof in detail.




	 	(b)	 	Termination by Reason of Total Disability. Notwithstanding anything to
the contrary in this Agreement, GTI shall at all times have the right to terminate this
Agreement and the employment of the Employee immediately by delivering written notice
to the Employee if the Employee experiences a Total Disability. For the purpose of
this Agreement, the term “Total Disability” means any mental or physical illness,
condition, disability or incapacity that:






	 	(i)	 	prevents the Employee from discharging essential job
responsibilities and employment duties;






	 	(ii)	 	shall be attested to in writing by a physician or a group of
physicians acceptable to GTI; and






	 	(iii)	 	continues for period of six (6) consecutive months.






A Total Disability shall be deemed to have occurred on the last day of such applicable six
(6) month period, and shall be determined in accordance with applicable law relating to
disability.




	 	(c)	 	Termination by Reason of Death. This Agreement shall terminate
immediately upon the death of the Employee.






	 	(d)	 	Voluntary Resignation. The Employee may terminate the Agreement at any
time by giving ninety (90) days prior written notice to GTI (the “Employee’s Notice
Period”). Upon receipt of such notice to GTI, GTI, in its sole and absolute
discretion, may either continue to employ the Employee during all or part of the
Employee’s Notice Period, or may continue to pay the Employee’s Salary and continue
Benefits during the Employee’s Notice Period in lieu of continued employment.






	 	(e)	 	Termination Without Cause. GTI may terminate the Employee’s employment
at any time, for any reason, by providing the Employee with ninety (90) days prior
written notice (the “Employer’s Notice Period”) of pending termination. Upon providing
such notice to the Employee, GTI, in its sole and absolute discretion, may either
continue to employ the Employee during all or part of the Employer’s Notice Period, or
may continue to pay the Employee’s Salary and continue Benefits during the Employer’s
Notice Period in lieu of continued employment.






	 	(f)	 	Notice of Termination. Any termination by GTI shall be communicated by
Notice of Termination to the Employee given in accordance with Section 19. For
purposes of this Agreement, a “Notice of Termination” means a written notice given
within ten (10) business days of the GTI’s having actual knowledge of the events giving
rise to such termination, which (i) indicates the specific termination provision in
this Agreement relied upon, (ii) sets forth in reasonable detail the facts and
circumstances claimed to provide a basis for termination of the Employee’s employment
under the provision so indicated, and (iii) if the termination date is other than the
date of receipt of such notice, specifies the termination date of this Agreement (which
date shall be not more than fifteen (15) days after the giving of such notice).






	11.	 	Payments Upon Termination.






	 	(a)	 	Payment. Except as specifically set forth herein, all payments to be
made under the terms of this section may be made, in GTI’s sole and absolute
discretion, in one lump sum payment paid as soon as reasonably practical following the
date of Employee’s termination or in installments over the term of the period covered
by the payments, paid in accordance with GTI’s customary payroll practices.






	 	(b)	 	Termination For Cause. In the event that the Employee’s employment
under this Agreement is terminated for Cause, GTI shall have no obligation to pay the
Salary or provide any other compensation or Benefits provided under this Agreement to,
or for the benefit of, the Employee for any period after the date of such termination,
or to pay any Bonus for the fiscal year in which such termination occurs; provided,
however, that GTI shall promptly pay (i) all Salary earned by the Employee prior to the
date of such termination, (ii) any Benefits under any plans of GTI in which the
Employee is a participant to the full extent of the Employee’s rights under such plans
prior to termination, and (iii) reimbursement of any appropriate business and/or
entertainment expenses incurred by the Employee prior to termination and properly
submitted to GTI.






	 	(c)	 	Termination by Reason of Total Disability. In the event that the
Employee’s employment under this Agreement is terminated by reason of Total Disability,
GTI shall have no obligation to pay the Salary provided under this Agreement to or for
the benefit of the Employee for any period after the date of such termination;
provided, however, that GTI shall promptly pay to the Employee (i) all Salary earned by
the Employee prior to the date of such termination, (ii) the pro rata share of any
Bonus for the fiscal year in which the total disability occurred (which payment shall
be made based on the assumption that GTI had met the requirement for the payment of the
Target Bonus) (iii) any Benefits under any plans of GTI in which the Employee is a
participant to the full extent of the Employee’s rights under such plans, and (iv)
reimbursement of appropriate business and/or entertainment expenses incurred by the
Employee prior to such termination and properly submitted to GTI, each such item to be
paid to the date of such termination with the exception of disability benefits, which
shall continue to be paid from the GTI’s insured or self-insured long-term disability
plan, as the case may be, for the period specified in such plan. In the event there is
a period of time during which the Employee is not being paid Salary and not receiving
long-term disability payments for any reason, and conditioned upon the Employee or the
Employee’s representative immediately notifying GTI in writing, the GTI Compensation
Committee shall make all necessary inquiries and shall decide in its sole and absolute
discretion whether GTI shall make interim payments to the Employee until the
commencement of payments under the long-term disability plan.






	 	(d)	 	Termination by Reason of Death. If the Employee dies during the
Employee’s employment pursuant to this Agreement, GTI shall have no obligation to pay
the Salary provided under this Agreement to or for the benefit of the Employee for any
period after the date of the Employee’s death; provided, however, that GTI shall
promptly pay to the Employee’s designated beneficiary, to the degree earned but not
paid prior to the date of the Employee’s death: (i) all Salary; (ii) the pro rata share
of any Bonus for the fiscal year in which the death occurred (which payment shall be
made based on the assumption that GTI had met the requirement for the payment of the
Target Bonus); (iii) any Benefits under any plans of GTI in which the Employee is a
participant to the full extent of the Employee’s rights under such plans, and (iv)
reimbursement of any appropriate business and/or entertainment expenses incurred by the
Employee and properly submitted.






	 	(e)	 	Voluntary Resignation. In the event that the Employee resigns
voluntarily from Employee’s employment with GTI, GTI shall have no obligation to pay
the Salary provided under this Agreement to or for the benefit of the Employee for any
period after the end of the expiration of the Employee’s Notice Period, or after the
termination date if GTI elects to terminate the Employee and actually makes payments in
lieu of employment during the Employee’s Notice Period; provided, however, that GTI
shall promptly pay upon termination (i) all Salary earned by the Employee prior to the
expiration of the Employee’s Notice Period and (ii) any Benefits under any plans of GTI
in which the Employee is a participant to the full extent of the Employee’s rights
under such plans prior to the expiration of the Employee’s Notice Period, provided,
however, that such Benefits shall cease upon the Employee’s receipt of comparable
benefits under, or coverage under, any plans provided by a new employer; and (iii)
reimbursement of any appropriate business and/or entertainment expenses incurred by the
Employee through the end of said notice period and properly submitted.






	 	(f)	 	Termination Without Cause. In the event GTI terminates this Agreement
and the Employee’s employment without Cause:






	 	(i)	 	GTI shall promptly pay or provide to the Employee, to the
extent earned prior to the date of such termination: (A) all Salary; (B) the
pro rata share of all Bonuses for the fiscal year in which the termination
occurred (which payment shall be made based on the assumption that GTI had met
the requirement for the payment of the Target Bonus); (C) any Benefits under
any plans of GTI in which the Employee is a participant to the full extent of
the Employee’s rights under such plans prior to termination, except as noted in
Section 11(f)(ii)(B) below; and (D) reimbursement of any appropriate business
and/or entertainment expenses incurred by the Employee prior to such
termination and properly submitted to GTI.






	 	(ii)	 	subject to the GTI’s receipt from the Employee of a general
release of employment-related claims, attached hereto as Annex D, GTI shall
also promptly pay to the Employee:






(A) a lump sum amount equal to the Employee’s Salary at its then-current
rate for a period equal to six (6) months, plus any amount to be paid to the
Employee as a cash payout of Salary due to the Employee for that portion of
the Employer’s Notice Period that GTI shall elect to pay out pursuant to
section 11(e) hereof; provided that following the completion by the Employee
of one year employment, the amount paid under this section 11(f)(ii)A shall
increase to an amount equal to the Employee’s Salary at its then-current
rate for a period equal to nine (9) months, plus any amount to be paid to
the Employee as a cash payout of Salary due to the Employee for that portion
of the Employer’s Notice Period that GTI shall elect to pay out pursuant to
section 11(e) hereof; and




(B) in the event GTI is unable to continue such benefits pursuant to clause
(iii) hereof, GTI shall pay to the Employee the cost of continuing all
medical and dental coverages for a period of six (6) months, and shall pay
directly to the Employee a cash amount equal to the maximum matching
contribution which the Employee would have received pursuant to the terms of
GTI’s 401(k) Plan as though he had been permitted to continue making the
maximum permissible contributions to such plan for such period.




	 	(iii)	 	In addition to the payments described in clause (ii) hereof,
GTI shall continue to provide the Employee and his eligible dependents at GTI’s
expense (except to the extent of any premiums customarily charged to active
employees) with all medical, dental, life, disability and other coverages as
provided for under Section 6(b) hereof during the period determined in
accordance with Section 11(f)(ii)(A), provided however, that such benefits
shall cease upon the Employee’s receipt of comparable benefits under, or
coverage under, any plans provided by a new employer if such coverage commences
prior to the period determined in accordance with Section 11(f)(ii)(A) hereof.






(g) Relocation Expense Reimbursements. Reimbursement of the amounts described in
Subsection 6(c) hereof shall be promptly paid to the Employee provided a properly-submitted
reimbursement request is received by GTI within sixty (60) days of the date(s) such expenses
were incurred.




(h) No Requirement to Mitigate. The Employee shall not be required to mitigate the
amount of any payment or benefit provided for in this Section 11 by seeking other employment
or otherwise, and, unless specifically contemplated by this Agreement, the amount of any
payment or benefit provided for in this Section 11 shall not be reduced by any compensation
or benefits earned by the Employee as the result of employment by another employer or by
retirement benefits or from any other source.




	12.	 	Payments In Event of Change of Control.






In the event of a Change of Control, the Employee shall receive payment in accordance with
sections 12(b) and (c) below.




	 	(a)	 	(1) For the purposes of this Agreement, a “Change of Control” shall have
occurred whenever any of the following events happen:






	 	(i)	 	any “Person” (as defined in Section 3(a)(9) of the Securities
Exchange Act of 1934 (the “Exchange Act”) as modified and used in Sections
13(d) and 14(d) of the Exchange Act), other than an “Excluded Party,” is or
becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange
Act), directly or indirectly, of securities of GTI representing more than 49.9%
of the combined voting power of GTI’s then outstanding voting securities;






	 	(ii)	 	the stockholders of GTI approve a merger or consolidation of
GTI with any other corporation, other than a merger or consolidation which
would result in the voting securities of GTI outstanding immediately prior
thereto continuing to represent (either by remaining outstanding or by being
converted into voting securities of the surviving or parent entity) 50% or more
of the combined voting power of the voting securities of GTI or such surviving
or parent entity outstanding immediately after such merger or consolidation;






	 	(iii)	 	the stockholders of GTI approve a plan of complete liquidation
of GTI or an agreement for the sale or disposition by GTI of all or
substantially all of GTI’s assets or all or substantially all of its and its
subsidiaries’ assets, taken as a whole (or any transaction having a similar
effect).






	 	(2)	 	For purposes of this Agreement, an “Excluded Party” shall mean (1) GTI
or any of its subsidiaries, (2) any trustee or other fiduciary holding securities
under an employee benefit plan of GTI or any of its subsidiaries, (3) an
underwriter temporarily holding securities pursuant to an offering of such
securities, (4) any corporation owned, directly or indirectly, by the stockholders
of GTI in substantially the same proportions as their ownership of GTI’s common
stock or (5) Alfa Telecom Limited, Nye Telenor East Invest AS, OAO Rostelecom or
their respective wholly-owned subsidiaries and legal successors.






	 	(b)	 	Change of Control Payment. As soon as practicable following a Change
of Control, GTI shall pay the Employee a lump sum amount equal to two times the
Employee’s Salary and a pro rata share of any Bonus for the portion of the GTI’s fiscal
year which elapses prior to the Change of Control (which payment shall be made based on
the assumption that GTI had met the requirement for the payment of the Target Bonus).
The accelerated vesting of any stock options or restricted stock will be determined in
accordance with the governing restricted stock plan or restricted stock agreement(s).






	 	 	 	(c)




1










Certain Further Payments.




	 	(i)	 	Tax Reimbursement Payment. In the event that any
amount or benefit paid or distributed to the Employee by GTI or any of its
affiliates (an “Affiliated Company”), whether pursuant to this Agreement or
otherwise (collectively, the “Covered Payments”), is or becomes subject to the
tax (the “Excise Tax”) imposed under Section 4999 of the Code, or a comparable
provision of the tax laws of the Employee’s home country, or any similar tax
that may hereafter be imposed, GTI shall pay to the applicable taxing
authorities as withholding on behalf of the Employee, at the time specified in
Section 12(f) below, the Tax Reimbursement Payment (as defined below). The Tax
Reimbursement Payment is defined as an amount, which when added to the Covered
Payments and reduced by any Excise Tax on the Covered Payments and any federal,
state and local income tax and Excise Tax on the Tax Reimbursement Payment
provided for by this Agreement (but without reduction for any federal, state or
local income or employment tax on such Covered Payments), shall be equal to the
sum of (i) the amount of the Covered Payments, and (ii) an amount equal to the
product of any deductions disallowed for federal, state or local income tax
purposes because of the inclusion of the Tax Reimbursement Payment in the
Employee’s adjusted gross income and the highest applicable marginal rate of
federal, state or local income taxation, respectively, for the calendar year in
which the Tax Reimbursement Payment is to be made.






	 	(ii)	 	Determining Excise Tax. For purposes of determining
whether any of the Covered Payments will be subject to the Excise Tax and the
amount of such Excise Tax,






(A) such Covered Payments will be treated as “parachute payments” within the
meaning of Section 280G of the Code, or a comparable provision of the tax
laws of the Employee’s home country and all “parachute payments” in excess
of the “base amount” (as defined under Section 280G(b)(3) of the Code) shall
be treated as subject to the Excise Tax, unless, and except to the extent
that, in the opinion of the GTI’s independent certified public accountants,
which, in the case of Covered Payments made after the date of a Change of
Control, shall be GTI’s independent certified public accountants appointed
prior to the date of the Change of Control, or tax counsel selected by such
accountants (the “Accountants”), such Covered Payments (in whole or in part)
either do not constitute “parachute payments” or represent reasonable
compensation for services actually rendered (within the meaning of Section
280G(b)(4) of the Code) in excess of the “base amount,” or such “parachute
payments” are otherwise not subject to such Excise Tax, and




(B) the value of any non-cash benefits or any deferred payment or benefit
shall be determined by the Accountants in accordance with the principles of
Section 280G of the Code.




	 	(d)	 	Applicable Tax Rates and Deductions. For purposes of determining the
amount of the Tax Reimbursement Payment, the Employee shall be deemed:






	 	(i)	 	to pay any applicable federal income taxes at the highest
applicable marginal rate of federal income taxation for the calendar year, in
which the Tax Reimbursement Payment is to be made,






	 	(ii)	 	to pay any applicable state and local income taxes at the
highest applicable marginal rate of taxation for the calendar year in which the
Tax Reimbursement Payment is to be made, net of the maximum reduction in
applicable federal income taxes which could be obtained from the deduction of
such state or local taxes if paid in such year (determined without regard to
limitations on deductions based upon the amount of the Employee’s adjusted
gross income), and






	 	(iii)	 	to have otherwise allowable deductions for federal, state and
local income tax purposes at least equal to those disallowed because of the
inclusion of the Tax Reimbursement Payment in the Employee’s adjusted gross
income.






	 	(e)	 	Subsequent Events. In the event that the Excise Tax is subsequently
determined by the Accountants to be less than the amount taken into account hereunder
in calculating the Tax Reimbursement Payment made, the Employee shall repay to the GTI,
at the time or as soon as practicable thereafter, that the amount of such reduction in
the Excise Tax is finally determined, the portion of such prior Tax Reimbursement
Payment that has been paid to federal, state or local tax authorities on the Employee’s
behalf and that would not have been paid if such Excise Tax had been applied in
initially calculating such Tax Reimbursement Payment, plus interest on the amount of
such repayment at the rate provided in Section 1274(b)(2)(B) of the Code.
Notwithstanding the foregoing, in the event any portion of the Tax Reimbursement
Payment to be refunded to GTI has been paid to any federal, state or local tax
authority, repayment thereof shall not be required until actual refund or credit of
such portion has been made to the Employee, and interest payable to GTI shall not
exceed interest received or credited to the Employee by such tax authority for the
period it held such portion. The Employee and GTI shall mutually agree upon the course
of action to be pursued (and the method of allocating the expenses thereof) if the
Employee’s good faith claim for refund or credit is denied.






In the event that the Excise Tax is later determined by the accountants to exceed the amount
taken into account hereunder at the time the Tax Reimbursement Payment is made (including,
but not limited to, by reason of any payment the existence or amount of which cannot be
determined at the time of the Tax Reimbursement Payment), GTI shall make an additional Tax
Reimbursement Payment in respect of such excess (which Tax Reimbursement Payment shall
include any interest or penalty payable with respect to such excess) at the time that the
amount of such excess is finally determined.




	 	(f)	 	Date of Payment. The portion of the Tax Reimbursement Payment
attributable to a Covered Payment shall be paid to the applicable taxing authorities
within ten (10) business days following the payment of the Covered Payment. If the
amount of such Tax Reimbursement Payment (or portion thereof) cannot be finally
determined on or before the date on which payment is due, GTI shall either pay to the
applicable taxing authorities, an amount estimated in good faith by the Accountants to
be the minimum amount of such Tax Reimbursement Payment and shall pay the remainder of
such Tax Reimbursement Payment (which Tax Reimbursement Payment shall include interest
at the rate provided in Section 1274(b)(2)(B) of the Code) as soon as the amount
thereof can be determined, but in no event later than forty-five (45) calendar days
after payment of the related Covered Payment. In the event that the amount of the
estimated Tax Reimbursement Payment exceeds the amount subsequently determined to have
been due, such excess shall be repaid or refunded pursuant to the provisions of Section
12(e) above.






	13.	 	Covenants of the Employee.






In order to induce GTI to enter into this Agreement and employ the Employee, the Employee
hereby covenants and agrees as follows:




	 	(a)	 	During the term of this Agreement, and for a period equal to six (6) months
thereafter, the Employee shall not, without the prior written consent of GTI, directly
or indirectly through any other person or entity, own, acquire in any manner any
ownership interest in (except purely passive investments amounting to no more than five
percent (5%) of the voting equity), or serve as a director, officer, employee, counsel
or consultant of any person, firm, partnership, corporation, consortium, association or
other entity that competes with GTI or any of its direct or indirect affiliates,
parents, or subsidiaries, in the Russian Federation or the Commonwealth of Independent
States within such six (6) month period, with such six (6) month period under this
section 13(a) increasing to nine (9) months following the completion by the Employee of
one year of employment under this Agreement;






	 	(b)	 	During the term of this Agreement, and for a subsequent period of six (6)
months, the Employee shall not, without the prior written consent of GTI, directly or
indirectly through any other person or entity, with such six (6) month period under
this section 13(b) increasing to nine (9) months following the completion by the
Employee of one year of employment:






	 	(i)	 	solicit, entice, persuade or induce any individual who is at
any time during the term of this Agreement, an officer, director or employee of
GTI, or any of its subsidiaries or affiliates or parents, direct or indirect,
to terminate or refrain from renewing or extending such person’s employment
with GTI or such subsidiary or affiliate or parent, direct or indirect, or to
become employed by, enter into contractual relations with, or become consultant
to any other individual or entity, and the Employee shall not approach any such
employee for any such purpose or authorize or knowingly cooperate with the
taking of any such actions by any other individual or entity; or






	 	(ii)	 	except in accordance with the Employee’s duties on behalf of
GTI, solicit, entice, persuade, or induce any individual or entity which
currently is, or at any time during the term of this Agreement shall be, a
customer, consultant, vendor, supplier, lessor or lessee of GTI, or any of its
subsidiaries or affiliates or parents, direct or indirect, to terminate or
refrain from renewing or extending its contractual or other relationship with
GTI or such subsidiary or affiliate or parent, direct or indirect, and the
Employee shall not approach any such customer, vendor, supplier, consultant,
lessor or lessee for such purpose or authorize or knowingly cooperate with the
taking of any such actions by any other individual or entity.






	 	(c)	 	The Employee shall not at any time during or after the term of this Agreement:






	 	(i)	 	other than when required in the ordinary course of business of
GTI, disclose, directly or indirectly, any person, firm, corporation,
partnership, association or other entity, any trade secret, or confidential
information concerning the financial condition, suppliers, vendors, customers,
lessors, or lessees, sources or leads for, and methods of obtaining, new
business, or the methods generally of doing and operating the respective
businesses of GTI or its affiliates and subsidiaries and parents, direct or
indirect, to the degree such secret or information incorporates information
that is proprietary to, or was developed specifically by or for GTI, except
such information that is a matter of public knowledge, was provided to the
Employee (without breach of any obligation of confidence owed to GTI) by a
third party that is not a subsidiary or affiliate or parent, direct or
indirect, of GTI, or is required to be disclosed by law or judicial or
administrative process; or






	 	(ii)	 	make any oral or written statement about GTI and/or its
financial status, business, compliance with laws, personnel, directors,
officers, consultants, services, business methods or otherwise, which are
intended or reasonably likely to disparage GTI or otherwise degrade its
reputation in the business or legal community in which it operates or in the
telecommunications industry.






	 	(d)	 	The Employee hereby represents that (i) the Employee is not restricted in any
material way from performing the Employee’s duties hereunder as the result of any
contract, agreement or law; and (ii) the Employee’s due performance of the Employee’s
duties hereunder does not and will not violate the terms of any agreement to which the
Employee is bound.






	14.	 	Foreign Corrupt Practices Act.






The Employee agrees to comply in all material respects with the applicable provisions of the
U.S. Foreign Corrupt Practices Act of 1977 (“FCPA”), as amended, which provides generally
that under no circumstances will foreign officials, representatives, political parties or
holders of public offices be offered, promised or paid any money, remuneration, things of
value, or provided any other benefit, direct or indirect, in connection with obtaining or
maintaining contracts or orders hereunder. When any representative, employee, agent, or
other individual or organization associated with the Employee is required to perform any
obligation related to or in connection with this Agreement, the substance of this section
shall be imposed upon such person and included in any agreement between the Employee and any
such person. Failure by the Employee to comply in all respects with the provisions of the
FCPA shall constitute a material breach of this Agreement and shall entitle GTI to terminate
this Agreement immediately upon such failure to comply. Additionally, the Employee hereby
acknowledges that the Employee has read the “GTI Business Practices Training Program,” a
copy of which has been provided to the Employee. The Employee also acknowledges that a
condition precedent to the effectiveness of this Agreement shall be the execution by the
Employee of the “Employee FCPA Certification,” a copy of which has been provided to the
Employee. Additionally, and as a condition for GTI to continue this Agreement, the Employee
may be required from time to time at the request of GTI to execute a certificate of the
Employee’s compliance with the aforementioned laws and regulations.



15. Compliance with Policy Manual and Policy for Purchases and Sales of Securities.




The Employee has read, and agrees to comply in all respects with GTI’s Policy Manual, as
revised as of June 1, 2005, and as subsequently revised; and also agrees to comply in all
respects with Legal Policy No. 1, “Policy and Procedures for Directors, Officers and
Employees of Golden Telecom, Inc. and its Affiliates on Insider Trading and Tipping” and
Legal Advisory Memorandum No. 1A, “Purchase and Sale of Golden Telecom Securities and Policy
Regarding the Purchase and Sale of the Corporations Securities by Employees,” as such
policies may be amended from time to time. Specifically, and without limitation, the
Employee agrees that the Employee shall not purchase or sell stock in GTI or any of its
subsidiaries, affiliates or parents, direct or indirect, at any time (i) that the Employee
possesses material non-public information about GTI or any of its businesses; and (ii)
during any “Trading Blackout Period” as may be determined by GTI, as set forth in Legal
Policy No. 1 and Legal Policy No. 1A from time to time.



16. Indemnification.




GTI agrees to indemnify and hold the Employee harmless from any and all liability that he
may incur in connection with his position as an officer, employee and, if elected, director
of GTI and any of their affiliated corporations, to the maximum extent permitted under
Delaware law. GTI agrees to maintain Directors and Officers liability insurance covering
the Employee, such insurance to be of appropriate amount and scope under current industry
standards for a company of GTI’s size.



17. Non-exclusivity of Rights. 




Nothing in this Agreement shall prevent or limit the Employee’s continuing or future
participation in any benefit, bonus, incentive or other plan or program provided by GTI, or
any of its affiliated corporations and for which the Employee may qualify, nor shall
anything herein limit or otherwise prejudice such rights as the Employee may have under any
other agreements with GTI, or any affiliated corporations, including, but not limited to
stock option or restricted stock agreements. Amounts which are vested benefits or which the
Employee is otherwise entitled to receive under any plan or program of GTI, or any
affiliated corporations at or subsequent to the date of the Employee’s termination from GTI
shall be payable in accordance with such plan or program.



18. No Delegation.




The Employee shall not delegate the Employee’s employment obligations under this Agreement
to any other person.



19. Notices.




Any written notice required by this Agreement will be deemed provided and delivered to the
intended recipient when (i) delivered in person by hand; or (ii) three days after being sent
via U.S. certified mail, return receipt requested; or (iii) the day after being sent via
overnight courier, in each case when such notice is properly addressed to the following
address and with all postage and similar fees having been paid in advance:




If to GTI:



	 	 	 
	Golden Telecom, Inc.

2831 29th Street, NW

	 	



	 
	 	 
	Washington, DC 20008 USA

	 
	 	 
	Attn:

Copy:

	 	Director Human Resources

Chief Executive Officer







If to the Employee:




As of the Date of signing of this Agreement:




Boris Oleg Svetlichny


121 Queen Street Ext.


Gorham, ME 04038




After the Date of signing of this Agreement:




Boris Oleg Svetlichny


c/o Representation Office


Golden TeleServices, Inc.


1 Kozhevnichesky Proezd


Moscow 115114




Either party may change the address to which notices, requests, demands and other
communications to such party shall be delivered personally or mailed by giving written
notice to the other party in the manner described above.



20. Binding Effect.




This Agreement shall be for the benefit of and binding upon the parties hereto and their
respective heirs, personal representatives, legal representatives, successors and, where
applicable, assigns.



21. Entire Agreement.




This Agreement constitutes the entire agreement between the listed parties with respect to
the subject matter described in this Agreement and supersedes all prior agreements,
understandings and arrangements, both oral and written, between the parties with respect to
such subject matter. This Agreement may not be modified, amended, altered or rescinded in
any manner, except by written instrument signed by both of the parties hereto; provided,
however, that the waiver by either party of a breach or compliance with any provision of
this Agreement shall not operate nor be construed as a waiver of any subsequent breach or
compliance.



22. Severability.




In case any one or more of the provisions of this Agreement shall be held by any court of
competent jurisdiction or any arbitrator selected in accordance with the terms hereof to be
illegal, invalid or unenforceable in any respect, such provision shall have no force and
effect, but such holding shall not affect the legality, validity or enforceability of any
other provision of this Agreement, provided, however, that the provisions held illegal,
invalid or unenforceable do not reflect or manifest a fundamental benefit bargained for by a
party hereto.



23. Dispute Resolution and Arbitration.




In the event that any dispute arises between GTI and the Employee regarding or relating to
this Agreement and/or any aspect of the Employee’s employment relationship with GTI, AND IN
LIEU OF LITIGATION AND A TRIAL BY JURY, the parties consent to resolve such dispute through
mandatory arbitration under the Commercial Rules of the American Arbitration Association
(“AAA”), before a single arbitrator in a location mutually acceptable to the Employee and
GTI. The parties hereby consent to the entry of judgment upon award rendered by the
arbitrator in any court of competent jurisdiction. Notwithstanding the foregoing, however,
should adequate grounds exist for seeking immediate injunctive or immediate equitable
relief, any party may seek and obtain such relief; provided that, upon obtaining such
relief, such injunctive or equitable action shall be stayed pending the resolution of the
arbitration proceedings called for herein. The parties hereby consent to the exclusive
jurisdiction in the state and Federal courts of or in the State of Delaware for purposes of
seeking such injunctive or equitable relief as set forth above.



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24. Choice of Law.




The Employee and GTI intend and hereby acknowledge that jurisdiction over disputes with
regard to this Agreement, and over all aspects of the relationship between the parties
hereto, shall be governed by the laws of the State of Delaware without giving effect to its
rules for resolving conflicts of laws.



25. Section Headings. 




The section headings contained in this Agreement are for reference purposes only and shall
not affect in any manner the meaning or interpretation of this Agreement.



26. Counterparts.




This Agreement may be executed in any number of counterparts, each of which shall be deemed
an original, but all of which taken together shall constitute one and the same instrument.



27. Force Majeure.




Neither GTI nor the Employee shall be liable for any delay or failure in performance of any
part of this Agreement to the extent that such delay or failure is caused by an event beyond
its reasonable control including, but not be limited to, fire, flood, explosion, war,
strike, embargo, government requirement, acts of civil or military authority, and acts of
God not resulting from the negligence of the claiming party.



IN WITNESS WHEREOF, the parties to this Agreement have executed and delivered this Agreement
as of the day and year written above.



GOLDEN TELECOM, INC.



	 	 	 	 	 
	By:	 	___________________________
	Name:
	 	Jean-Pierre Vandromme

	Title:
	 	Chief Executive Officer







EMPLOYEE



     


Name: Boris Oleg Svetlichny



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Annex A



Bonus Plan, subject to revision by the Board of Directors at any time and in any manner applicable
to all senior officer of Golden Telecom, Inc.



Periodic Performance Incentives. Incentive awards are made on a quarterly or annual basis to
executive officers and senior management on the basis of Company and business unit performance
relative to budget in such areas as revenue, net income, and EBITDA, which is a common performance
measure in the telecommunications industry and means earnings before interest, tax, depreciation
and amortization. The Company adopted a revised executive officer and senior management executive
bonus program in 2001, whereby an additional criterion, personal performance objectives, was added
and executives and senior management are eligible for an annual incentive payment based on the
fulfillment of these personal objectives. The bonus program was revised in 2003 such that all bonus
components will be paid annually. The Company intends to continue providing incentives in concert
with other compensation elements in order to maintain a competitive total compensation program for
its executive officers. The Committee reviews and approves all performance measures and goals
established under the annual and long-term incentive plans.



	 	 	 	 	 	 	 	 	 
	All in US$

	 	Base Salary
	 	Target Bonus

(“TB”)
	 	TB Performance

Element (75%)
	 	TB Subjective

Element (25%)






Boris Svetlichny 300,000 150,000* 112,500 37,500



* only eligible for proportion of this amount determined in relation to date of commencement
of employment in 2006



TB Subjective = at discretion of Board. Officer TB Subjective pool can split between Officers in
any way with no upper limit. At discretion of Board <100% of TB subjective pool can be awarded.



TB Performance = based on financial results relative to budget and split 33.3% revenue, 33.3%
EBITDA and 33.3% EAT. If budget achieved then 100% of TB Performance paid. If 80% of budget then
zero, if 120% of budget then 200% (capped >120% performance). Formula can be adjusted at
discretion of Board to account for one-offs and other material issues as determined by the Board.




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