EX-10.5






RESTRICTED STOCK AGREEMENT




THIS RESTRICTED STOCK AGREEMENT (“Agreement”), dated as of May 25, 2006 is made by and between
Golden Telecom, Inc., a Delaware corporation (the “Company”), and Kjell Morten Johnsen, a director
of the Company (the “Holder”):



WHEREAS, the Company maintains the 1999 Equity Participation Plan of Golden Telecom, Inc. (the
“Plan”), the terms of which are hereby incorporated by reference and made a part of this Agreement;
and



WHEREAS, the Plan provides for the issuance of shares of the Company’s Common Stock (as
defined herein) subject to certain restrictions thereon (hereinafter referred to as the “Restricted
Stock”); and



WHEREAS, thirty percent of the Holder’s overall compensation in the amount of $75,000 for
service as a Director of the Company for the period from May 18, 2006 to May 17, 2007 is to be paid
in the form of shares of Restricted Stock, based on the value of the Company’s stock as of May 18,
2006, which was $27.73 and the Holder is, therefore, to be granted 811 shares of the Restricted
Stock.



NOW, THEREFORE, in consideration of the mutual covenants herein contained and other good and
valuable consideration, receipt of which is hereby acknowledged, the parties hereto do hereby agree
as follows:



ARTICLE




DEFINITIONS




Wherever the following terms are used in this Agreement they shall have the meanings specified
below, unless the context clearly indicates otherwise. Capitalized terms not defined herein shall
have the meanings assigned to such terms in the Plan.



Section  Administrator



“Administrator” shall mean the Compensation Committee of the Company’s Board of Directors (the
“Committee”) unless the Board has assumed authority for administration of the Plan pursuant to Plan
Section 8.2.



	 	 	 
	Section

	 	Change in Control
	 

	 	 
	
 
	 	“Change in Control” shall mean:
	
 
	 	the dissolution or liquidation of the company and its Subsidiaries,






a merger, consolidation or reorganization of the Company and its Subsidiaries with one or more
other corporations (other than a parent, Subsidiary, or Affiliate of the Company) in which the
Company is not the surviving corporation,



a sale of all or substantially all of the assets of the Company to another corporation (other
than a parent, Subsidiary or Affiliate of the Company), or



(d) any transactions (including, without limitation, a merger or reorganization in which the
Company is the surviving corporation) approved by the Board which result in any person or entity
(other than a parent, Subsidiary or Affiliate of the Company) owning more than 50% of the combined
voting power of all classes of stock of the Company.



	 	 	 
	Section

	 	Plan
	 

	 	 
	Section

	 	“Plan” shall mean the 1999 Equity Participation Plan of Golden Telecom, Inc.

Restricted Stock
	 

	 	 






“Restricted Stock” shall mean Common Stock awarded under this Award Agreement pursuant to the
Plan, subject to certain restrictions set forth herein.



Section 1.5. Restrictions



“Restrictions” shall mean the restrictions on sale or other transfer set forth in Section 4.2
and the exposure to forfeiture set forth in Section 3.1.



Section 1.6. Termination of Directorship



“Termination of Directorship” shall mean a termination by resignation, death, disability or
retirement.



ARTICLE




ISSUANCE OF RESTRICTED STOCK




Section  Issuance of Restricted Stock



In consideration of Holder’s agreement to serve as a director of the Company and for other
good and valuable consideration which equals or exceeds the par value of the Company’s Common
Stock, as of the date hereof the Company issues to the Holder 811 (eight hundred and eleven) shares
of its Common Stock subject to the terms and conditions set forth in this Agreement.



ARTICLE




RESTRICTIONS




Section  Forfeiture



Upon the Holder’s Termination of Directorship for any reason, the Holder agrees that the
Company shall repurchase all (but not less than all) of the unvested shares of Restricted Stock.
The repurchase price payable by the Company shall be one US cent ($0.01) per share of Restricted
Stock.



Section  Vesting and Lapse of Restrictions



Subject to subsection (b) and Sections 3.4, 3.5 and 3.6, the shares of Restricted Stock shall
vest and be nonforfeitable as of the close of business on May 17, 2007.



No shares of Restricted Stock shall become vested following the Holder’s Termination of
Directorship prior to May 17, 2007.



Section  Legend



Certificates representing shares of Restricted Stock issued pursuant to this Agreement shall,
until all Restrictions lapse or shall have been removed and new certificates are issued pursuant to
Section 3.3, bear the following legend:



“THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN VESTING
REQUIREMENTS AND MAY BE SUBJECT TO REACQUISITION BY THE COMPANY UNDER THE
TERMS OF THAT CERTAIN RESTRICTED STOCK AGREEMENT BY AND BETWEEN GOLDEN
TELECOM, INC. (THE “COMPANY”) AND THE REGISTERED OWNER OF SUCH SHARES, AND
SUCH SHARES MAY NOT BE, DIRECTLY OR INDIRECTLY, OFFERED, TRANSFERRED, SOLD,
ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNDER ANY
CIRCUMSTANCES, EXCEPT PURSUANT TO THE PROVISIONS OF SUCH AGREEMENT.”



Unless and until such shares shall have been registered under the Securities Act, Certificates
representing shares of Restricted Stock issued pursuant to this Agreement shall also bear the
following legend:



“THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). NO SALE,
HYPOTHECATION, TRANSFER OR OTHER DISPOSITION OF THESE SECURITIES MAY BE MADE
UNLESS EITHER (A) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OR (B) PURSUANT TO AN EXEMPTION FROM THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT.”



Section  Issuance of Certificates for Vested Shares



Upon the vesting of the shares of Restricted Stock as provided in Section 3.2 and subject to
Section 4.3, the Company shall cause new certificates to be issued with respect to such vested
Shares and delivered to the Holder or his legal representative, free from the legend provided for
in Section 3.3(a) and any of the other Restrictions. Such Vested Shares shall cease to be
considered Restricted Stock subject to the terms and conditions of this Agreement. Notwithstanding
the foregoing, no such new certificate shall be delivered to the Director or his legal
representative unless and until the Director or his legal representative shall have paid to the
Company in cash the full amount of all federal and state (or applicable foreign) withholding or
other taxes applicable to the taxable income of the Director resulting from the grant of Restricted
Stock or the lapse or removal of the Restrictions.



Section  Removal of Restrictions; Acceleration of Lapse of Restrictions, Etc.



By resolution, the Committee may, on such terms and conditions as it deems appropriate, remove
any or all of the Restrictions at any time or from time to time.



Subject to Section 3.6(a), if the shares of the Company’s Common Stock as a whole are
increased, decreased, changed into or exchanged for a different number or kind of shares or
securities of the Company, whether through merger, consolidation, reorganization, recapitalization,
reclassification, stock dividend, stock split, combination of shares, exchange of shares, change in
corporate structure or the like, the Committee, in its sole discretion, shall have the discretion
and power to determine and to make effective provision for acceleration of the time or times at
which any Restrictions shall lapse or be removed. In addition, in the case of the occurrence of
any event described in this subsection (b), the Committee, subject to the provisions of the Plan
and this Agreement, shall make an appropriate and proportionate adjustment in the number and kind
of shares of Restricted Stock, to the end that after such event the Holder’s proportionate interest
shall be maintained as before the occurrence of such event. Any such adjustment made by the
Committee shall be final and binding upon the Holder, the Company and all other interested persons.



Section  Effect of Certain Transactions



In the case of a Change in Control, then, immediately prior to the occurrence of such event,
the Restrictions shall lapse, and the Restricted Stock shall cease to be subject to forfeiture
under Section 3.1 after such event.



The Committee may make such determinations and adopt such rules and conditions as it, in its
sole discretion, deems appropriate in connection with such lapse of the Restrictions in accordance
with this Section 3.6, including, but not by way of limitation, provisions to ensure that any such
lapse shall be conditioned upon the consummation of the contemplated Change on Control.



Section  Restrictions On New Shares



In the event that the Holder receives any new or additional or different shares or securities
by reason of any transaction or event described in Section 3.5(b), such new or additional or
different shares or securities which are attributable to the Holder in his capacity as the
registered owner of the Restricted Stock then subject to Restrictions, shall be considered to be
Restricted Stock and shall be subject to all of the Restrictions, unless the Committee provides,
pursuant to Section 3.4, for the removal or lapse of the Restrictions on the shares of Restricted
Stock underlying the distribution of the new or additional shares or securities, or unless the
Restrictions automatically lapse pursuant to Section 3.6(a).



ARTICLE




MISCELLANEOUS




Section  Administration



The Committee shall have the power to interpret the Plan, this Agreement and all other
documents relating to Restricted Stock and to adopt such rules for the administration,
interpretation and application of this Agreement as are consistent therewith and to interpret,
amend or revoke any such rules. All actions taken and all interpretations and determinations made
by the Committee in good faith shall be final and binding upon the Holder, the Company and all
other interested persons. No member of the Committee shall be personally liable for any action,
determination or interpretation made in good faith with respect to the Plan or the Restricted Stock
and all members of the Committee shall be fully protected by the Company in respect to any such
action, determination or interpretation.



Section  Restricted Stock Not Transferable



No Restricted Stock or any interest or right therein or part thereof shall be liable for the
debts, contracts or engagements of the Holder or his successors in interest or shall be subject to
disposition by transfer, alienation, anticipation, pledge, encumbrance, assignment or any other
means whether such disposition be voluntary or involuntary or by operation of law by judgment,
levy, attachment, garnishment or any other legal or equitable proceedings (including bankruptcy),
and any attempted disposition thereof shall be null and void and of no effect; provided, however,
that this Section 4.2 shall not prevent transfers by will or by applicable laws of descent and
distribution or, subject to the consent of the committee, pursuant to a DRO.



Section  Conditions to Issuance of Stock Certificates



The Company shall not be required to issue or deliver any certificate or certificates for
shares of stock pursuant to this Agreement prior to fulfillment of all of the following conditions:



The admission of such shares to listing on all stock exchanges on which such class of stock is
then listed; and



The completion of any registration or other qualification of such shares under any state or
federal (or applicable foreign) law or under rulings or regulations of the Securities and Exchange
Commission or of any other governmental regulatory body, which the Committee shall, in its sole
discretion, deem necessary or advisable; and



The obtaining of any approval or other clearance from any state or federal governmental agency
which the Committee shall, in its sole discretion, determine to be necessary or advisable; and



The payment by the Holder of all amounts required to be withheld, under federal, state and
local (or applicable foreign) tax laws, with respect to the issuance of Restricted Stock and/or the
lapse or removal of any of the Restrictions; and



The lapse of such reasonable period of time as the Committee may from time to time establish
for reasons of administrative convenience.



Section  Escrow



The Secretary of the Company, or such other escrow holder as the Committee may appoint, shall
retain physical custody of the certificates representing Restricted Stock (but not any cash
dividends or other distributions paid thereon which dividends or distributions shall be paid by the
escrow holder, as soon as practicable, to the Holder of the applicable Restricted Stock) until all
of the Restrictions lapse or shall have been removed; provided, however, that in no event shall the
Holder retain physical custody of any certificates representing unvested Restricted Stock issued to
the Holder.



Section  Notices



Any notice required by this Award 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 provided such notice is properly addressed to the following address and
enclosed in a properly sealed envelope or wrapper, and with all postage and similar fees having
been paid in advance:



	 	 	 
	If to the Company:

	 	Representative Offices of

Golden TeleServices, Inc.,

1 Kozhevnichesky Proezd, 2nd Floor,

Moscow, Russia 115114
	 
	 	 
	And if to the Holder:

	 	To the address given beneath Holder’s signature hereto.






By a notice given pursuant to this Section 4.5, either party may hereafter designate a different
address for notices to be given. Any notice which is required to be given to the Holder shall, if
the Holder is then deceased, be given to the Holder’s personal representative if such
representative has previously informed the Company of representative’s status and address by
written notice under this Section 4.5.



Section  Rights as Stockholder



Except as otherwise provided herein, upon delivery of the shares of Restricted Stock to the
escrow holder pursuant to Section 4.4, the Holder shall have all the rights of a stockholder with
respect to said shares, subject to the Restrictions herein, including the right to vote the shares
and to receive all dividends or other distributions paid or made with respect to the shares or
Restricted Stock; provided, however, that any and all shares of Common Stock
received by the Holder with respect to such Restricted Stock as a result of stock dividends, stock
splits or any other form of recapitalization shall also be subject to the Restrictions until the
Restrictions on the underlying shares of Restricted Stock lapse or are removed pursuant to this
Agreement.



Section  Titles



Titles are provided herein for convenience only and are not to serve as a basis for
interpretation or construction of this Agreement.



Section  Conformity to Securities Laws



The Holder acknowledges that the Plan and this Agreement are intended to conform to the extent
necessary with all provisions of all applicable federal and state (and applicable foreign) laws,
rules and regulations (including but not limited to, the Securities Act and the Exchange Act and to
such approvals by any listing, regulatory or other governmental authority as may, in the opinion of
counsel for the Company, be necessary or advisable in connection therewith. Notwithstanding
anything herein to the contrary, this Agreement shall be administered, and the Restricted Stock
shall be issued, only in such a manner as to conform to such laws, rules and regulations including,
without limitation, Rule 16b-3. To the extent permitted by applicable law, the Plan, this
Agreement and the Restricted Stock issued hereunder shall be deemed amended to the extent necessary
to conform to such laws, rules and regulations.



Section  Amendment



This Agreement and the Plan may be amended without the consent of the Holder provided that
such amendment would not impair any rights of the Holder under this Agreement. No amendment of this
Agreement shall, without the consent of the Holder, impair any rights of the Holder under this
Agreement.



Section  Governing Law



The laws of the State of Delaware shall govern the interpretation, validity, administration,
enforcement and performance of the terms of this Agreement regardless of the law that might be
applied under principles of conflicts of laws.



Section  Section 83(b) Election.



If a Holder makes an election under Section 83(b) of the Code, or any successor section
thereto, to be taxed with respect to the Restricted Stock as of the date of transfer of the
Restricted Stock rather than as of the date or dates upon which the Holder would otherwise be
taxable under Section 83(a) of the Code, the Holder shall deliver a copy of such election to the
Company immediately after filing such election with the Internal Revenue Service.



IN WITNESS HEREOF, this Agreement has been executed and delivered by the parties hereto.




GOLDEN TELECOM, INC.,


a Delaware Corporation



     



By: Jean-Pierre Vandromme

Chief Executive Officer




HOLDER



     


Kjell Morten Johnsen



Home Address: 


Anthon Walles Vei 24A


1337 Sandvika, Norway



Office Address:


Telenor Central & Eastern Europe


32, Sadovo-Kudrinskaya, bldg 1 .


Moscow, Russia



Office Telephone Number:


(+7-495) 937-95-88



1



ELECTION TO INCLUDE THE VALUE OF RESTRICTED




PROPERTY IN GROSS INCOME IN THE YEAR OF TRANSFER




This statement is being made under Section 83(b) of the Internal Revenue Code, pursuant to
Treas. Reg. Section 1.83-2.




(1.) The person who performed the service is:




Name:




Address:




Taxpayer I.D. Number:




Taxable Year:




(2.) The property with respect to which the election is being made is      shares
of the common stock of Golden Telecom, Inc.




(3.) The property was granted on      . This election is being made for
the      tax year.




(4.) The property is subject to a restriction period during which the property will
be forfeited upon the termination of the taxpayer’s directorship with the issuer
under certain circumstances. The restriction period lapses [describe time-based
vesting schedule and/or performance-based vesting criteria].




(5.) The fair market value at the time of grant (determined without regard to any
restriction other than a restriction which by its terms will never lapse) is
$    per share.




(6.) The amount paid for such property is $    per share.




(7.) A copy of this statement was furnished to Golden Telecom, Inc. for whom the
taxpayer rendered the service underlying the transfer of property.




This statement is executed as of      .




     




Holder:      




2