EXHIBIT 10.8




 




MOSCOW
CABLECOM CORP.




 NON-QUALIFIED
STOCK OPTION AGREEMENT






            This agreement (the "Agreement")
made this ___ day of ______, 200__ between Moscow CableCom Corp., a Delaware
corporation (hereinafter called the "Corporation"), and Warren Mobley
(hereinafter called the "Grantee").




            WHEREAS,
the Moscow CableCom Corp. 2003 Stock Option Plan (as amended as described below
and as it may be amended from time to time hereafter in accordance with its
terms, the "Plan") was adopted by the Board of Directors (the "Board") of the
Corporation on September 2, 2003 and was approved by the shareholders of the
Corporation on October 27, 2003;




WHEREAS,
amendments to the Plan were adopted by the Board on August 26, 2004 and were
approved by the shareholders of the Corporation on December 8, 2004;




            WHEREAS,
the Corporation desires to provide the Grantee with an opportunity to acquire
or increase his proprietary interest in the business of the Corporation and,
through stock ownership, to possess an increased personal interest in its
continued success and progress;




            NOW,
THEREFORE, in consideration of the promises, the mutual covenants hereinafter
set forth, and other good and valuable consideration, the Corporation and the
Grantee agree as follows:




            1. 
Award of Option.  The
Corporation hereby awards to the Grantee as of December 9, 2004 (the "Grant
Date"), as a matter of separate inducement and agreement, and not in lieu of
salary or any other compensation for services, options to purchase an aggregate
of Four Hundred Six Thousand, Three Hundred Sixty Eight (406,368) shares of the
Corporation's Common Stock, par value $.01 per share (the "Common Stock"),
pursuant to the non-qualified stock option provisions contained in Article III
of the Plan, on the terms and conditions hereinafter set forth, at the purchase
price of $5.00 per share (such shares, number of shares and purchase price
being subject to adjustment as provided in Section 4.2 of the Plan).




            2. 
Terms of Plan.   The Plan,
a copy of which is attached hereto, is incorporated herein by reference and is
made part of this Agreement as if fully set forth herein.  All capitalized terms used in this Agreement
shall have the meaning assigned to them in the Plan unless provided otherwise
in this Agreement.  This Agreement is subject
to, and the Corporation and the Grantee agree to be bound by, all of the terms
and conditions of the Plan as the same exists at the time this Agreement was
entered.  The Plan shall control in the
event there is any express conflict between the Plan and the terms hereof, and
on such matters that are not expressly covered in this Agreement.  Subsequent amendments to the Plan shall not
adversely affect the Grantee's rights under this Agreement.




            3. 
Exercise of Option.  The
Non-Qualified Stock Options granted pursuant to this Agreement (the "Options")
will become are exercisable in installments in accordance with the following
schedule:


            


	
  Options to
  Purchase

  	
  Become
  Exercisable

  
	
  135,456
  shares 

  	
  At the first
  anniversary of the Grant Date

  
	
  33,864 shares
  

  	
  At
  the end of each quarter between the first anniversary of the Grant Date and
  the third anniversary of the Grant Date

  



            


            Such installments shall be
cumulative, but each exercise must encompass at least one installment or 100
shares of Common Stock, whichever is less. 
In the event the Grantee's exercise includes a fractional share, the
Corporation will not be required to issue a fractional share but will pay the
Grantee in cash the value of such fractional share.  All unexercised rights shall lapse and forever terminate as of
December 9, 2009.




Notwithstanding the foregoing, all of the Options shall
become immediately exercisable in full upon the occurrence of a "Change of
Control."  For purposes of
this Agreement, "Change of Control" shall have the same meaning as in the
Employment Agreement between the Grantee and the Corporation dated the date
hereof (the "Employment Agreement"), a copy of which is attached hereto and
made a part hereof.




            4. 
Termination of Employment. 
(a)  Upon the effective date of the
termination of the Grantee's employment with the Corporation, any Options that
have not yet become exercisable shall immediately be cancelled and forfeited, provided,
however, that (i) if, during the
first year immediately following the Grant Date, such employment is terminated
either (A) by the Corporation without "Cause" or (B) by the Grantee
for "Good Reason", then the Options that would have otherwise
become exercisable pursuant to Section 3 on the first anniversary of the
Grant Date if such termination had not occurred shall become immediately
exercisable; (ii) if, during the first year immediately following the Grant
Date, such employment is terminated by reason of Disability or
death, then a number of Options equal to (A) 33,864 multiplied by (B) the number of quarters that have elapsed between
the Grant Date and the date of such termination, shall become immediately
exercisable; and (iii) if, after the
first anniversary of the Grant Date, such employment is terminated either
(A) by the Corporation without "Cause" or (B) by the Grantee for
"Good Reason", then the Options
that would have otherwise become exercisable pursuant to Section 3 on the
next following end of quarter if such
termination had not occurred shall become immediately exercisable.
For purposes of this Agreement, "Cause" and "Good Reason" shall have the
respective meanings given to such terms in the Employment Agreement.




            (b) 
Upon the termination of the Grantee's employment with the Corporation
other than by reason of Disability or death, the term of any then outstanding
Options held by the Grantee which are exercisable on the effective date of such
termination shall extend for a period ending on the earlier of the date on
which such Options would otherwise expire or three (3) months after such
termination, and such Options shall be exercisable to the extent that they were
exercisable immediately prior to such termination, as provided in Section
4(a).  For purposes of this Agreement,
"Disability" shall have the meaning given to such term in Section 1.2(g) of the
Plan.




            (c) 
If the Grantee's employment with the Corporation is terminated by reason
of the Grantee's Disability, the term of any then outstanding Options held by
the Grantee shall extend for a period ending on the earlier of the date on
which such Options would otherwise expire or twelve (12) months after such
termination, and such Options shall be exercisable to the extent they were
exercisable immediately prior to such termination, as provided in Section 4(a).  Grantee or his duly appointed legal
representative shall have the right during such exercise period to exercise any
then exercisable Options in whole or in part.




            (d) 
If the Grantee's employment with the Corporation is terminated by reason
of the Grantee's death, the term of any then outstanding Options held by the
Grantee shall extend for a period ending on the earlier of the date on which
such Options would otherwise expire or twelve (12) months after such
termination, and such Options shall be exercisable to the extent they were
exercisable immediately prior to such termination, as provided in Section
4(a).  The representative of Grantee's
estate or beneficiaries thereof to whom the Options have been transferred shall
have the right during such exercise period to exercise any then exercisable
Options in whole or in part.




            5. 
Manner of Exercise.  Full
payment for the shares purchased shall be made at the time of any exercise of
an Option.  The purchase price shall be
payable to the Corporation in US Dollars either (i) in cash or by check, bank
draft, or postal or express money order, (ii) by surrender of shares of Common
Stock then owned by the Grantee having a Fair Market Value on the date of
exercise equal to the full purchase price, or (iii) by a combination of (i) and
(ii) above.  Surrender of shares of
Common Stock shall be evidenced by delivery of the certificate(s) representing
such shares in such manner, and endorsed in such form, or accompanied by stock
powers endorsed in such form, as the Committee may determine.  In the event the Grantee's exercise includes
a fractional share, the Corporation will not be required to issue a fractional
share but will pay the Grantee in cash the value of such fraction.  




            Subject to the terms and conditions
hereof, the Options shall be exercisable by notice to the Corporation on the
form provided by the Corporation, a copy of which is attached hereto.  In the event that the Options are being
exercised by any person or persons other than the Grantee, the notice shall be
accompanied by proof, satisfactory to the Corporation, of the right of such
person or persons to exercise any right under this Agreement.




            6. 
Rights of Grantee.  In and
of itself, the grant of any option in any year shall give such Grantee neither
any right to similar grants in future years nor any right to be retained as an
employee of the Corporation, such employment being terminable to the same
extent as if the Plan and this Agreement were not in effect.  The right and power of the Corporation to
dismiss, discharge, or terminate such employment of, the Grantee is
specifically and unqualifiedly unimpaired by this Agreement.




            Neither the Grantee nor any other
person legally entitled to exercise any rights under this Agreement shall be
entitled to any of the rights or privileges of a stockholder of the Corporation
with respect to any shares which may be issuable upon any exercise pursuant to
this Agreement, unless and until a certificate or certificates representing
such shares shall have been actually issued and delivered to the Grantee or
such person.




            7. 
Non‐Transferability of Option.  Except as otherwise provided herein, the Options and the rights
and privileges conferred by this Agreement may not be transferred, assigned,
pledged or hypothecated in any way, other than by will or the laws of descent
and distribution, and an option shall be exercisable during the Grantee's
lifetime only by the Grantee or his duly appointed legal representative or
conservator.




            8. 
Taxes and Withholding. 
All payments to Grantee or to his duly appointed legal representative or
conservator shall be subject to any applicable tax, community property, or
other statutes or regulations of the United States or of any state having
jurisdiction thereof.  The Grantee or
such representative or conservator may be required to pay to the Corporation
the amount of any withholding taxes which the Corporation is required to
withhold with respect to the Options or their exercise.  In the event that such payment is not made
when due, the Corporation shall have the right to deduct, to the extent
permitted by law, from any payment of any kind otherwise due to such person all
or part of the amount required to be withheld.




            9. 
Notices.  Each notice to
the Corporation relating to this Agreement shall be in writing and delivered in
person or by registered mail to the Corporation at its office, 405 Park Avenue,
New York, NY 10022, to the attention of the Chief Financial Officer.  All notices to the Grantee or other person
or persons then entitled to exercise any right pursuant to this Agreement shall
be delivered to the Grantee or such other person or persons at the Grantee's
address specified below or at such other address as the Grantee or such other
person may specify in writing to the Corporation by a notice delivered in
accordance with this paragraph.




            10. 
Restriction on Shares. 
The Corporation's obligation to issue or deliver any certificate or
certificates for shares of Common Stock pursuant to the exercise of all or any
portion of the Options, and the transferability of shares acquired by the
exercise of all or any portion of the Options, shall be subject to all of the
following conditions:




            (a)        Any registration or other qualification
of such shares under any state or federal law or regulation, or the
availability of an exemption from such registration or qualification, or the
maintaining in effect of any such registration or other qualification which the
Corporation shall, in its absolute discretion upon the advice of counsel, deem
necessary or advisable.  In this regard,
the Corporation will use commercially reasonable best efforts to prepare and
file with the Securities and Exchange Commission a Form S-8 registration
statement under the Securities Act of 1933, as amended, with respect to the
shares to be issued upon the exercise of the Options as promptly as reasonably
practicable following the Grant Date.




            (b)        The obtaining of any other consent,
approval or permit from any state or federal governmental agency which the
Corporation shall, in its absolute discretion, upon the advice of counsel,
determine to be necessary or advisable.




     (c)        The
furnishing by the Grantee to the Corporation of written representations and
warranties to the effect that that the Grantee has been furnished with all such information concerning the
business and affairs of the Corporation as he has requested.




            (d)        Each stock certificate issued pursuant
to the exercise of all or any portion of the Options shall bear the following
legend or any portion thereof, to the extent applicable:




"THE
TRANSFERABILITY OF THIS CERTIFICATE AND THE SHARES OF STOCK REPRESENTED HEREBY
ARE SUBJECT TO RESTRICTIONS, TERMS AND CONDITIONS CONTAINED IN THE MOSCOW
CABLECOM CORP. 2003 STOCK OPTION PLAN, AS AMENDED (THE "PLAN").  A COPY OF THE PLAN IS ON FILE IN THE OFFICE
OF THE SECRETARY OF MOSCOW CABLECOM CORP."




11.             
Miscellaneous.




            (a)        Entire
Agreement.  This Agreement, the
Plan, and the Employment Agreement (to the extent applicable) set forth the
entire agreement and understanding between the parties with respect to the
Options.




            (b)        Amendment.  No provision of this Agreement may be
amended or otherwise modified except by an instrument in writing and signed by
the Corporation and the Grantee.




            (c)        Governing
Law.  This Agreement shall be deemed
to be a Delaware contract, and all matters and issues collateral hereto will be
governed by and construed in accordance with the laws of the State of Delaware,
U.S.A., without regard to principles governing conflicts of law.




            (d)        Waiver.  Any party may waive compliance by another
with any of the provisions of this Agreement, but any such waiver must be in
writing.  No failure or delay by any
party hereto in exercising any right, power or privilege hereunder will operate
as a waiver thereof nor will any single or partial exercise thereof or the
exercise of any other right, power or privilege.  No waiver of any provision hereof will be construed as a waiver
of any other provision or as a subsequent waiver of the same provision.




            (e)        Dispute
Resolution.  Any dispute between the
parties hereto arising from or relating to the Options or this Agreement will
be settled in accordance with the terms of the dispute resolution provisions of
Section 10 of the Employment Agreement.




            (f)         Headings.  The section headings of this Agreement are
for reference purposes only and are not to be given effect in the construction
or interpretation of this Agreement.




            (g)        Severability.  If any provision of this Agreement is deemed
invalid or unenforceable by the laws of the jurisdiction wherein it is to be
enforced, such provision will be considered divisible and such provision will
be deemed immediately amended and reformed to include only such portion thereof
as is enforceable by the court or other body having jurisdiction of this Agreement;
and the parties agree that such provision, as so amended and reformed, will be
valid and binding as though the invalid or unenforceable portion had not been
included herein.




            (h)        Benefit.  This Agreement shall inure to the benefit of
and be binding upon (i) the Corporation and each of its successors, and
(ii) to the extent specifically provided herein and in the Plan, the
Grantee and the Grantee's heirs, legal representatives, and successors.




            (i)         Counterparts.  This Agreement may be executed by the
parties hereto in separate counterparts, each of which when so executed and
delivered will be an original, but all such counterparts will together
constitute one and the same instrument.




[Remainder
of Page Intentionally Left Blank]



  











            IN WITNESS WHEREOF, this Agreement
is executed by the Grantee and by the Corporation through its duly authorized
officer or officers as of the day and year first above written.




                                                                                    GRANTOR:




                                                                                    MOSCOW
CABLECOM CORP.






                                                                                    By____________________________


                                                                                    Its:
 ________________






                                                                                    GRANTEE:




                                                                                    _______________________________




                                                                                    _______________________________


                                                                                    Social
Security No.


Attachments:




Moscow CableCom
Corp. 2003 Stock Option Plan




Employment
Agreement between the Grantee and the Corporation dated the date hereof.


  











LETTER OF NON-QUALIFIED STOCK OPTION EXERCISE




                                                                                                                Dated____________
__, _____


Moscow
CableCom Corp.

405 Park Avenue

New York, NY 10022

Attention:  Chief Financial Officer

 


 


Ladies and Gentlemen:




                I wish to purchase _________ shares of Common Stock
pursuant to the option granted to me on ______ __, 200_ under the Moscow
CableCom Corp. 2003 Stock Option Plan.




                The purchase price for these shares is $5.00 per
share.  I am paying the aggregate
exercise price of $_______.__ as follows:




                ______ (a)  My
check payable to Moscow CableCom Corp. in the amount of $_____________ in
payment of the purchase price is enclosed. 





                ______ (b) 
Certificate(s) for _____ shares of the Common Stock of Moscow CableCom
Corp. properly endorsed to Moscow CableCom Corp. is/are enclosed.




                ______ (c)  A
combination of (a) and (b) above aggregating the aggregate purchase price.




                Please issue the stock certificate(s) for these
shares in my name as follows:




_________________________________________________


                                                                Name**


_________________________________________________




_________________________________________________


                                                                Address


_________________________________________________


                                                               Social
Security Number




                                                                               




 




 Sincerely yours,




  ________________________________________


   Signature



   (___) ________________(___) ____________

    Office
Telephone/Home Telephone















     **  If you wish to have the shares issued in
your name and that of another person jointly, we suggest that the following
form be used: "(Your name) and (name of other person), as joint tenants
with right of survivorship."