EX-10.3






This Separation Agreement, dated as of December 16, 2005 (the “Separation Agreement”), is
made by and between Golden Telecom Group, Inc., a Delaware corporation (the “Company”), and Brian
Allen Rich, a citizen of the United States of America (the “Employee”).



W I T N E S S E T H :




WHEREAS, the Employee has been employed by the Company pursuant to an offer letter, dated as
of August 4, 2004, made by and between the Company and the Employee (the “Offer Letter”);



WHEREAS, the Employee has tendered his notice of resignation from his positions as Senior Vice
President, Chief Financial Officer, and Treasurer;



WHEREAS, the Company and the Employee wish to define their continuing obligations to the other
under the Offer Letter and as provided herein;



WHEREAS, the Company wishes to provide additional consideration to the Employee in exchange
for the covenants of the Employee hereunder; and



WHEREAS, the Employee and the Company desire to reach an amicable resolution concerning the
Employee’s employment relationship with the Company and the termination thereof,



NOW, THEREFORE, in consideration of the premises, and of the mutual covenants and agreements
hereinafter contained, the parties hereto agree as follows:



1. Termination of Employment. The Employee by executing this Separation Agreement
hereby tenders his notice of resignation from his positions as Senior Vice President, Chief
Financial Officer, and Treasurer effective as of December 16, 2005.



The Employee has agreed to continue to be an employee of the Company and to serve as Special
Advisor to the Chief Executive Officer of the Company for the period from December 16, 2005 to
February 17, 2006 (the “Separation Date”). The Company, in its sole and absolute discretion may,
at any time prior to the Separation Date, elect to either continue to employ the Employee, in whole
or in part, through the Separation Date, or continue to provide the Employee with salary and
benefits through the Separation Date in lieu of continued active employment. Additionally, the
Company reserves the right, in its sole and absolute discretion, to require that the Employee
remain off the Company’s premises or any related Company’s premises. As of December 16, 2005,
neither the Employee, nor any partner, agent or employee of the Employee has authority to enter
into any contracts that bind the Company or create obligations on the part of the Company.



2. Offer Letter Obligations.



Upon resignation the Company will continue to provide the Employee with the following:




(i) Base salary payments to be paid through the Separation Date in accordance with the
Company’s usual and customary payroll practices and procedures;




(ii) Employee benefits through the Separation Date, provided that the Company reserves the
right to amend, suspend, or terminate such employee benefits to the extent such amendment,
suspension, or termination is applicable to similarly situated participants, and further
provided that such employee benefits will cease upon the Employee’s receipt of comparable
benefits or coverage from a subsequent employer prior to the Separation Date:




(iii) Incentive Bonus for the 2005 fiscal year in the amount of US$105,000 (one hundred and
five thousand US dollars);




(iv) Reimbursement for any appropriate and reasonable business expenses in accordance with
the Company’s usual and customary practices and procedures, provided that the Employee
provides proper documentation of such expenses and submits the reimbursement request prior
to the Separation Date.



3. Additional Consideration to the Employee. In addition to the payments and benefits
set forth above, and in further consideration of the Employee’s covenants and obligations contained
in this Separation Agreement, and subject to the Employee’s execution of the Mutual Release
attached hereto as Exhibit A, the Company will provide the Employee with the following (subject to
Section 7 below):




(i) A separation payment in a gross amount totaling US$423,000 (four hundred and
twenty-three thousand US dollars) in lieu of salary and bonus that the Employee may have
earned from the Company during 2006; and




(ii) An additional payment of US$100,000 (one hundred thousand US dollars) in lieu of
 shares of restricted stock in Golden Telecom, Inc. that may have vested during 2006; and




(iii) An additional payment of US$26,500 (twenty-six thousand five hundred and U. S.
dollars) which amount is equal to the value of the Employee’s unused vacation during the
course of his employment with the Company; and




(iv) Reimbursement for the cost of continuing the Company’s medical, dental, and health
insurance coverage for the twelve-month period following the Separation Date or ceasing
upon such earlier date upon which the Employee receives comparable benefits or coverage
from a subsequent employer (such continued coverage to run concurrently with any continued
coverage requirements under the law known as “COBRA” or similar national, local, or state
laws); and




(v) A single lump sum payment of US$25,000 (twenty-five thousand US dollars) which amount
represents the estimated cost of moving the Employee’s household goods and pets from Moscow
to Atlanta, Georgia with an additional grossed up amount sufficient to provide the Employee
with net funds (after payment of U.S. federal, state and local income taxes on such
additional gross amount) equal to the additional federal, state or local income tax
liability imposed on the Employee as a result of the payment of this cost of moving; and




(vi) Reimbursement of the cost of one way business class tickets for the Employee and his
spouse grossed up for United States federal, state and local income taxes in the manner
provided for in 3(v) above; and




(vii) The use of a company car and driver until June 15, 2006; and




(ix) The use of DSL services and a mobile phone until June 15, 2006; and




(x) Reimbursement of the premium for life insurance coverage in the amount of $1,000,000
coverage from the Separation Date until June 15, 2006; and




(xi) Continuing personal property insurance coverage in Moscow until June 15, 2006 in the
amounts and on the terms as currently provided by the Company; and




(xii) Continuing visa and registration support for the Employee and his family through June
15, 2006.



Payments, with the exception of salary to be paid in accordance with 2(i), to be made under
Section 2 and Section 3 of this Separation Agreement, shall be made by the Company to the Employee
by December 30, 2005.



4. Company Car. The Employee will deliver to the Company, and the Company will take
possession of, the company car in the Employee’s possession (including all car keys), as soon as
practically possible, but in any event, no later than June 15, 2006.



5. Tax Equalization and Assistance In Preparation of Tax Declarations. In accordance
with Golden Telecom, Inc.’s Expatriate Tax Protection Policy (“Policy”), and pursuant to relevant
laws in the “host country” and “home country”, as defined in the Policy, any estimated federal,
state, local, and other taxes owed in the host and home countries by the Company under the Policy
will be paid in accordance with this Section.



Within thirty (30) days following the Employee’s Separation Date, the Tax Advisor will
determine an estimate of the correct amount of the liability owed by the Company pursuant to the
Policy (“Tax Equalization Liability”) for the time period during which the Employee was Employed by
the Company (“Employed”). Once the Tax Advisor has determined an estimate of the correct amount of
Tax Equalization Liability owed for the time period during which the Employee was Employed by the
Company, then the Company or the Employee within thirty (30) days of receiving written
notification of such Tax Equalization Liability, will, at the Employee’s option, provide full Tax
Equalization Liability reimbursement to the other party or will directly pay the Tax Equalization
Liability amounts to the relevant governmental authorities. All payments from the Company pursuant
this Agreement and the Policy will be considered “Company Income” under the Policy, and will be
subject to applicable protections, payments, reimbursements, and gross-ups under the Policy.



Pursuant to the Policy and in accordance with this Section, the Company will continue to
provide professional tax and accounting assistance in the preparation of relevant home and host
country tax filings (federal, state, and local) and home and host country tax payments (federal,
state, and local), as necessary, for tax years 2005 and 2006 with regard to any and all Company
Income and Personal Income earned by the Employee. During the preparation of the 2005 and 2006
home and host country tax filings, if it is determined that the Company has additional Tax
Equalization Liability pursuant to the Policy or this Agreement, reimbursements or payments by the
Company shall be made in accordance with this Section.



For purposes of this Section, “Employment” or “Employ” includes all time periods the Employee
received or will receive compensation from the Company. For purposes of this Section, the “Tax
Equalization Liability” calculation by the Tax Advisor will include tax on all payments or
reimbursements of all “home country” and “host country” taxes and gross-ups as defined within the
Policy. For purposes of this section, “Tax Advisor” as defined here and in the Policy, will be
Ernst & Young in the host country and the home country, and the Company will inform the Employee of
the relevant tax advisors from Ernst & Young in both the host country and home country.



6. Withholdings; All payments made under this Separation Agreement will be subject to
any required tax withholdings subject to Section 5 above.



7. Mutual Release. As a condition to the receipt of the benefits set forth in Section
3 above, the Employee must execute the Mutual Release attached hereto as Exhibit A and such Mutual
Release must become irrevocably effective.



8. Non-Disparagement. The Employee will not disparage, portray in a negative light,
or take any action which would be harmful to, or lead to unfavorable publicity for, the Company, or
any of its current or former officers, directors, employees, agents, consultants, contractors,
owners, divisions, parents, subsidiaries, or successors, whether public or private, including
without limitation, in any and all interviews, oral statements, written materials, electronically
displayed materials, and materials or information displayed on Internet-related sites; provided
that this provision will not apply to the extent the Employee is seeking to enforce his rights
under this Separation Agreement. The Company will not authorize its current or former officers,
directors, employees, agents, consultants, contractors, owners, divisions, subsidiaries or
successors to disparage, portray in a negative light, or take any action which would be harmful to,
or lead to unfavorable publicity for, the Employee, whether public or private, including without
limitation, in any and all interviews, oral statements, written materials, electronically displayed
materials, and materials or information displayed on Internet-related sites; provided that this
provision will not apply to the extent the Company is seeking to enforce its rights under this
Separation Agreement.



9. Non-Disclosure of Information. The Employee affirms that he has not, and will not,
without the specific prior written consent of the Company, directly or indirectly, at any time
after the date of this Separation Agreement, whether before or after the Separation Date, use on
behalf of or divulge to any person or entity, any confidential or proprietary information of the
Company or any related company (or any of their clients, suppliers, and vendors) concerning the
business, affairs, or clients of the Company or any related company, including without limitation,
client lists, customer records, names and addresses, financial documents and statistics, prices,
contractual terms and arrangements, surveys and reports, market data, trade secrets, technical
data, business or research plans and proposals, or any other information which may have commercial
value to the Company, insofar as the same have come to the Employee’s knowledge during or as a
result of his employment with the Company, all of which information is confidential and proprietary
to the Company and will remain the sole and exclusive property of the Company. However, the
Employee will have the right to use the generic knowledge and expertise he acquired during his
employment with the Company so as to enable him to be otherwise gainfully employed within the
Company’s industry. The Company also expressly acknowledges that the Employee may disclose such
information as may be required by law or to comply with legal process, or any such information
which is known to the general public or ascertainable from the public or from published information
(other than as a result of the Employee’s unauthorized disclosure of such information).



10. Non-Solicitation and Return of Company Property. The Employee will not, for a
period of twelve months commencing upon the Separation Date, either alone or with or for others, in
whatever capacity, directly or indirectly, without first obtaining the Company’s written approval,
(a) solicit, or attempt to solicit, or interfere with any business or services from any customers
or clients of the Company or any related company (including without limitation, Golden
TeleServices, Inc. and the Company’s affiliated operating companies in Russia, Ukraine, and
Kazakhstan), whom the Employee personally served, whose accounts the Employee directly or
indirectly supervised, or about whom the Employee was privy to privileged and confidential
information, while employed by the Company, or (b) solicit, or attempt to solicit, for employment
or any other consulting relationship, any employee holding a management position equal to or above
a departmental “Manager” with, or any officer or director of, the Company or any related company
(including without limitation, Golden TeleServices, Inc. and the Company’s affiliated operating
companies in Russia, Ukraine, and Kazakhstan), who was employed by or provided services to the
Company or any related company during the twelve-month period immediately prior to the Separation
Date, and without regard to whether such employee, officer, or director continues to be employed by
or provide services to the Company or any related company during the twelve-month non-solicitation
period.



It is acknowledged and understood that by executing this Separation Agreement, the parties
hereto regard the restrictions of this Section 10 to be reasonable and compatible with their
respective rights.



To the extent not dealt with elsewhere in this Separation Agreement, the Employee will deliver
promptly, but no later than the Separation Date, to the Company (and not keep in his possession or
deliver to any other person or entity) any and all property belonging to the Company or any related
company, including without limitation, computer hardware and software, palm pilots, pagers, other
electronic equipment, credit cards, keys, records, data, notes, reports, correspondence, client
files and information, confidential and/or proprietary information, and other documents or
information (including any and all copies of such property).



11. Duty to Cooperate. Prior to the Separation Date, the Employee will provide full
cooperation to the Company, any related company, and their counsels with respect to any matter,
including without limitation, litigation, investigation, audit, or governmental proceeding, which
relates to any matter with which the Employee was directly or indirectly involved while employed by
the Company.



12. Injunctive Relief. The Employee acknowledges and understands that the remedy at
law for his breach of Sections 8, 9, 10, or 11 above will be inadequate, and that the damages
flowing from such breach will not be readily susceptible to being measured in monetary terms.
Accordingly, upon a violation of any part of Sections 8, 9, 10, or 11 above, the Company will be
entitled to immediate injunctive relief and may obtain a temporary order restraining any further
violation. Nothing in this Section 12 will be deemed to limit the Company’s remedies at law or in
equity for any breach by the Employee of any of the parts of Sections 8, 9, 10, or 11 above which
may be pursued or availed of by the Company.



13.. Judicial Modification. The Employee acknowledges that it is the intent of the
parties hereto that the restrictions of Sections 8, 9, 10, or 11 above be enforced to the fullest
extent permissible under the laws of each jurisdiction in which enforcement is sought. If any of
the restrictions in Sections 8, 9, 10, or 11 is for any reason held by an arbitrator or court to be
excessively broad as to duration, activity, geographical scope, or subject, then such restriction
will be construed or judicially modified so as to thereafter be limited or reduced to the extent
required to be enforceable in accordance with applicable law.



14. Joint Communication. The Company or its affiliated companies shall make a public
announcement by December 16, 2005 regarding the Employee’s resignation.



15. Arbitration. Any dispute or controversy between the Company and the Employee
arising under this Separation Agreement will be settled by arbitration administered by the American
Arbitration Association (“AAA”) in Arlington, Virginia pursuant to the AAA’s National Rules for the
Resolution of Employment Disputes (or their equivalent), which arbitration will be confidential,
final, and binding to the fullest extent permitted by law. BOTH PARTIES HERETO WAIVE THEIR RIGHTS
TO SEEK A REMEDY IN COURT, INCLUDING THE RIGHT TO A JURY TRIAL. Notwithstanding the foregoing, to
the extent there is no adequate remedy at law and injunctive relief only is sought, the parties
hereto select state court in Arlington County, Virginia as the exclusive forum to resolve their
disputes, and both parties submit to personal jurisdiction. Either party may be represented by an
attorney or other selected representative, provided that each party will be responsible to pay its
own attorneys’ or representation fees. The costs of the arbitration and filing fees will be paid
by the Company.



16. Entire Agreement. This Separation Agreement contains the entire agreement between
the Employee and the Company with respect to its subject matter, and supersedes all prior
agreements and understandings, whether oral or written, including without limitation, the Offer
Letter, between the Employee and the Company with respect to the subject matter of this Separation
Agreement. Notwithstanding the foregoing, the Restricted Stock Agreement executed by Golden
Telecom, Inc. and the Employee and dated July 21, 2005 shall remain in full force and effect. This
Separation Agreement may be amended only by an agreement in writing signed by both the Employee and
the Company.



17. Equity Plan and Restricted Shares. For the avoidance of doubt, the Employee and
the Company acknowledge and agree that, provided that the Employee remains in the employ of the
Company through the Separation Date, the Employee shall as of the Separation Date hold 2,755 (two
thousand seven hundred and fifty-five) unvested shares of restricted shares of Golden Telecom,
Inc. common stock; and the Employee acknowledges and agrees that the Employee’s right to all
unvested shares of restricted stock held by the Employee as of the Separation Date shall
immediately expire, be forfeited, and no longer be of any force or effect. The Employee and the
Company acknowledge and agree that any sale, transfer or other disposition, and the validity,
termination, and sale, of shares of restricted stock of Golden Telecom held by the Employee as of
the Separation Date which are vested will be subject to disposition by the Employee in strict
compliance with the 1999 GTI Equity Participation Plan, as amended on June 26, 2001, the Restricted
Stock Agreement executed by the Company and the Employee as of July 11, 2005, and all applicable
rules and regulations of the US Securities and Exchange Commission and other federal and state
regulatory organs.



18. No Other Benefits. The Employee acknowledges and understands that the benefits
provided for in this Separation Agreement are the only benefits to which the Employee is entitled,
and are the only benefits the Employee will receive, as a result of the separation of his
employment with the Company. The Employee further acknowledges and understands that the benefits
provided for in this Separation Agreement are inclusive of, and exceed, any benefits to which the
Employee is entitled from the Company pursuant to common law, statutory law, contract, or
otherwise.



19. Severability. In the event that any of the provisions of this Separation
Agreement, or the application of any such provisions to the Employee or the Company with respect to
obligations hereunder, is held to be unlawful or unenforceable by any court or arbitrator, the
remaining portions of this Separation Agreement will remain in full force and effect and will not
be invalidated or impaired in any manner.



20. Waiver. No waiver by any party hereto of the breach of any term or covenant
contained in this Separation Agreement, whether by conduct or otherwise, in any one or more
instances, will be deemed to be, or construed as, a further or continuing waiver of any such
breach, or a waiver of any other term or covenant contained in this Separation Agreement.



21. Governing Law. This Separation Agreement will be governed by, and construed in
accordance with, the laws of the Commonwealth of Virginia without giving effect to its conflict of
laws principles.



22. Counterparts. This Separation Agreement may be executed in any number of
counterparts, each of which so executed will be deemed to be an original, and such counterparts
will together constitute but one agreement.



HAVING READ AND UNDERSTOOD THIS SEPARATION AGREEMENT, AND HAVING CONSULTED COUNSEL OR
VOLUNTARILY ELECTING NOT TO CONSULT SUCH COUNSEL, AND HAVING HAD SUFFICIENT TIME TO CONSIDER
WHETHER TO EXECUTE THIS SEPARATION AGREEMENT, IN WITNESS WHEREOF, the parties hereto have signed
this Separation Agreement as of the date first written above.



	 	 	 
	Golden Telecom Group, Inc.	 	Brian Allen Rich
	By:      

Name: Jean-Pierre Vandromme

	 	     









Title: Chief Executive Officer



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EXHIBIT A — MUTUAL RELEASE




FOR AND IN CONSIDERATION OF the terms and conditions of the Separation Agreement, dated as of
December 16, 2005 (the “Separation Agreement”), by and between Brian Allen Rich (the “Employee”)
and Golden Telecom Group, Inc. (the “Company”), Employee, on behalf of himself, his heirs,
executors, administrators, successors, and assigns (collectively the “Employee Released Parties”),
and the Company, and its respective current and former officers, directors, employees, agents,
owners, subsidiaries, divisions, affiliates, parents, successors, and assigns (collectively the
“Company Released Parties”) each expressly releases and discharges the other from any and all
actions and causes of action, suits, debts, dues, accounts, bonds, covenants, contracts,
agreements, judgments, charges, claims, and demands whatsoever (“Losses”) which either party has,
or may hereafter have, against the other party or any of them arising out of or by reason of any
cause, matter, or thing whatsoever from the beginning of the world to the date hereof:. Employee
understands and agrees that his release of the Company Released Parties includes but is not limited
to:



(a) Any and all matters relating to the Employee’s employment by the Company and the cessation
thereof, including claims of wrongful termination, defamation, infliction of emotional distress,
and interference with contractual relationship;



(b) Any and all matters relating to the Employee’s employment agreement, or any other contract
of employment between the Company and the Employee, whether oral or written, or actual or implied;



(c) Any and all matters relating to the Employee’s compensation or benefits, including wages,
overtime, vacation, severance, bonuses, commissions, pensions, deferred compensation, or retirement
benefits (except to the extent such individual items are already vested);



(d) Any and all matters relating to claims of discrimination, harassment, or retaliation based
upon any trait protected by law, including age, national origin, citizenship, race, ethnicity,
religion, gender, sexual orientation, physical or mental disability, marital status, or veteran
status; and



(e) Any and all matters arising under any national, federal, state, provincial, municipal, or
local statute, rule, or regulation, or principle of contract law or common law, including without
limitation, the Fair Labor Standards Act of 1938, as amended, 29 U.S.C. §§ 201
et seq., the Family and Medical Leave Act of 1993, as amended, 29
U.S.C. §§ 2601 et seq., Title VII of the Civil Rights Act of 1964, as
amended, 42 U.S.C. §§ 2000e et seq., the Age Discrimination in Employment
Act of 1967, as amended, 29 U.S.C. §§ 621 et seq. (the “ADEA”), the
Americans with Disabilities Act of 1990, as amended, 42 U.S.C. §§ 12101 et
seq., the Worker Adjustment and Retraining Notification Act of 1988, as
amended, 29 U.S.C. §§ 2101 et seq., the Virginia Human Rights Act,
as amended, Va. Code Ann. §§ 2.1-714 et seq., the Virginia Persons
with Disabilities Act, as amended, Va. Code Ann. §§ 51.5-1 et seq.,
and any other equivalent or similar national, federal, state, provincial, municipal, or local
statute.



Provided, however, that (i) the Employee Released Parties do not release or discharge the Company
Released Parties from any obligations, payments, claims or causes of action which arise out of or
in connection with the Separation Agreement or from any Losses arising under the ADEA which arise
after the date on which the Employee executes this Mutual Release and (ii) the Company Released
Parties do not release or discharge the Employee Released Parties from responsibility for criminal
violations, fraud, embezzlement or breach of confidentiality provisions applicable to the Employee
Released Parties. This Mutual Release will not release or discharge the Company Released Parties
from any claims or causes of action which arise out of any rights which the Employee Released
Parties may not legally waive. This Mutual Release includes claims which arise under the laws of
the United States and its political subdivisions, and the laws of any other country or jurisdiction
and its political subdivisions.



It is understood that nothing in this Mutual Release is to be construed as an admission on
behalf of the Company Released Parties of any wrongdoing with respect to the Employee, any such
wrongdoing being expressly denied.



The Employee represents and affirms that he has not filed, and agrees not to initiate or cause
to be initiated on his behalf, any complaint, charge, claim, or proceeding against the Company
Released Parties before any national, federal, state, provincial, municipal, local, or other
similar agency, court, or other body relating to his employment and the cessation thereof, and
agrees not to voluntarily participate in such a proceeding. However, nothing in this Mutual
Release shall preclude or prevent the Employee from filing a claim which challenges the validity of
this Mutual Release solely with respect to the Employee’s waiver of any Losses arising under the
ADEA.



The Employee agrees not to make any public statements in any form whatsoever to the media or
any other public forum about the Company Released Parties or the Employee’s present or past
employment relationship with the Company, including his role as Chief Financial Officer and
Treasurer of Golden Telecom, Inc., without the express advance written consent of the Company;
provided, however, that sworn testimony or any communication which, in the opinion of the
Employee’s legal counsel, is legally required, is excepted from this restriction; provided that the
Employee shall provide the Company with immediate written notice if sworn testimony or any other
communication is required.



The Employee and the Company respectively each represent and warrant that it fully understands
the terms of this Mutual Release, that it has had the benefit of advice of counsel or has
voluntarily not sought such advice, and that it knowingly and voluntarily, of its own free will
without any duress, being fully informed and after due deliberation, accepts its terms and signs
the same as its own free act. The Employee understands that as a result of executing this Mutual
Release, he will not have the right to assert that the Company unlawfully terminated his employment
or violated any of his rights in connection with his employment.



The Employee may take up to twenty-one (21) days to consider whether to execute this Mutual
Release. Alternatively, having had the advice of counsel or having been encouraged to seek such
counsel, which the Employee hereby acknowledges, the Employee knowingly waives the remainder of
such twenty-one-day period. Upon the Employee’s execution of this Mutual Release, the Employee
will have seven (7) days after such execution in which he may revoke such execution. In the event
of revocation, the Employee must present written notice of such revocation to the Company’s General
Counsel. If seven (7) days pass without receipt of such notice of revocation by the Company, this
Mutual Release shall become binding and effective on the eighth (8th) day.



This Mutual Release shall be governed by the laws of the Commonwealth of Virginia without
giving effect to its conflict of laws principles.



Brian Allen Rich



     



Date: December 16, 2005



Golden Telecom Group, Inc



	 	 	 
	By:      

Name: Jean-Pierre Vandromme

	 	

Date: December 16, 2005






Title: Chief Executive Officer




2