exv10w8



 






EXHIBIT 10.8




NON-QUALIFIED STOCK OPTION AGREEMENT




          THIS
AGREEMENT, dated {{Date}} is made by and between Golden
Telecom, Inc., a Delaware corporation (“Company”) and {{Name}} {{Family_Name}},
an employee of the Company or a Subsidiary of the Company (“Optionee”):



          WHEREAS,
the Company wishes to afford the Optionee the
opportunity to purchase shares of its $.01 par value Common Stock; and



          WHEREAS,
the Company wishes to carry out the Plan (the terms
of which are hereby incorporated by reference and made a part of this
Agreement); and



          WHEREAS,
the Committee, appointed to administer the Plan, has
determined that it would be to the advantage and best interest of the Company
and its shareholders to grant the Non-Qualified Option provided for herein to
the Optionee as an inducement to enter into or remain in the service of the
Company or its Subsidiaries and as an incentive for increased efforts during
such service, and has advised the Company thereof and instructed the undersigned
officers to issue said Option;



          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 I.




DEFINITIONS




          Whenever the
following terms are used in this Agreement, they
shall have the meaning specified below unless the context clearly indicates to
the contrary. The masculine pronoun shall include the feminine and neuter, and
the singular the plural, where the context so indicates. All capitalized terms
used herein without definition shall have the meanings ascribed to such terms in
the Plan.



Section 1.1.       - Change in Control




          “Change in Control” shall mean:



          (a) the
dissolution or liquidation of the Company and its
Subsidiaries,



          (b) 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,



          (c) 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
transaction (including, without limitation, a merger
or reorganization in which the Company is the surviving corporation) approved by
the Board which results 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 1.2       - Option



“Option” shall mean the non-qualified option to purchase Common Stock of the
Company granted under this Agreement.




Section 1.3       - Plan




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



Section 1.4       - Secretary




          “Secretary”
shall mean the Secretary of the Company or such
person’s designee.



Section 1.5       - Termination of Employment




          “Termination
of Employment” shall mean the time when the
employee-employer relationship between the Optionee and the Company or any
Subsidiary is terminated for any reason, with or without cause, including, but
not by way of limitation, a termination by resignation, discharge, death,
disability or retirement; but excluding (i) terminations where there is a
simultaneous reemployment or continuing employment of the Optionee by the
Company or any Subsidiary, (ii) at the discretion of the Committee, terminations
which result in a temporary severance of the employee-employer relationship, and
(iii) at the discretion of the Committee, terminations which are followed by the
simultaneous establishment of a consulting relationship by the Company or a
Subsidiary with the former employee. The Committee, in its absolute discretion,
shall determine the effect of all matters and questions relating to Termination
of Employment, including, but not by way of limitation, the question of whether
a Termination of Employment resulted from a discharge for good cause, and all
questions of whether particular leaves of absence constitute Terminations of
Employment. Notwithstanding any other provision of this Agreement or of the
Plan, the Company or any Subsidiary has an absolute and unrestricted right to
terminate the Optionee’s employment at any time for any reason whatsoever, with
or without cause, except to the extent expressly provided otherwise in writing.



ARTICLE II.




GRANT OF OPTION




Section 2.1.       - Grant of Option




          In
consideration of the Optionee’s agreement to remain in the
employ of the Company or its Subsidiaries and for other good and valuable
consideration, on the date hereof the Company irrevocably grants to the Optionee
the option to purchase any part or all of an aggregate of {{Stock_wording}}
thousand ({{number_of_Stock_Options}}) shares of its $.01 par value Common Stock
upon the terms and conditions set forth in this Agreement.



 









 





Section 2.2.       - Purchase Price




          The
purchase price of the shares of stock covered by the
Option shall be {{Stock_price}} per share without commission or other charge.



     Section 2.3. - Adjustments in Option



          The
Committee shall make adjustments with respect to the
Option in accordance with the provisions of Section 9.3 of the Plan.



ARTICLE III.




PERIOD OF EXERCISABILITY




Section 3.1.
       — Commencement of Exercisability




          (a) Subject to subsections (b) and (c) and Section 5.6,
one-third of each Option shall vest and become exercisable on the first
anniversary of the date of the Option grant, and 1/36 of each Option shall vest
and become exercisable on each monthly anniversary of the date of grant
thereafter, subject to the Optionee’s continuous employment.



          (b) No portion of the Option, which is unexercisable at
Termination of Employment, shall thereafter become exercisable.



          (c) Notwithstanding the provisions of Section 3.1(a) and in
accordance with Sections 9.3(b)(vii) and 9.3(b)(iii) of the Plan, the Option
shall vest in full and become exercisable upon a Change of Control until
expiration of the Option in accordance with Section 3.3 hereof.



Section 3.2.       - Duration of Exercisability




          The installments provided for in Section 3.1 are cumulative.
Each such installment which becomes exercisable pursuant to Section 3.1 shall
remain exercisable until it becomes unexercisable under Section 3.3.



     Section 3.3.       - Expiration of Option



          The Option may not be exercised to any extent by anyone after
the first to occur of the following events:



          (a) The expiration of ten years from the date the Option was
granted; or



          (b) The expiration of eighteen months from the date of the
Optionee’s Termination of Employment other than by reason of Optionee’s
disability or death, unless the Optionee dies within such period, or by reason
of Optionee’s Termination of Employment for cause; or



 









 





          (c) The expiration of one year from the date of the Optionee’s
Termination of Employment by reason of Optionee’s disability; or



          (d) The expiration of one year from the date of the Optionee’s
death; or



          (e) The expiration of three months from the date of the
Optionee’s Termination of Employment for Cause.



ARTICLE IV.




EXERCISE OF OPTION




Section 4.1.       - Person Eligible to Exercise




          During the lifetime of the Optionee, only Optionee (or
Optionee’s transferee pursuant to Section 5.2(b)) may exercise the Option or any
portion thereof. After the death of the Optionee, any exercisable portion of the
Option may, prior to the time when the Option becomes unexercisable under
Section 3.3, be exercised by Optionee’s personal representative or by any person
empowered to do so under the deceased Optionee’s will or under the then
applicable laws of descent and distribution.



Section 4.2.       - Partial Exercise




          Any exercisable portion of the Option or the entire Option, if
then wholly exercisable, may be exercised in whole or in part at any time prior
to the time when the Option or portion thereof becomes unexercisable under
Section 3.3; provided, however, that each partial exercise shall be for not less
than 10 shares (or the minimum installment set forth in Section 3.1, if a
smaller number of shares) and shall be for whole shares only.



Section 4.3.       - Manner of Exercise




          The Option, or any exercisable portion thereof, may be
exercised solely by delivery to the Company of all of the following prior to the
time when the Option or such portion becomes unexercisable under Section 3.3:



          (a) A written notice complying with the applicable rules
established by the Committee stating that the Option, or a portion thereof, is
exercised. The notice shall be signed by the Optionee or other person then
entitled to exercise the Option or such portion; and



          (b) Full payment for the shares with respect to which the
Option, or portion thereof, is exercised:




            (i) in cash or cash equivalents;




            (ii) through the delivery of shares of Common Stock
which have been owned by the Optionee for at least six months, duly
endorsed for transfer to the Company with a Fair Market Value on the
date of delivery equal to the aggregate exercise price of the Option or
exercised portion thereof;



 









 






            (iii) by delivering a written direction to the
Company that the Option be exercised pursuant to a “cashless”
exercise/sale procedure through a licensed broker acceptable to the
Company whereby the stock certificate or certificates for the shares
for which the Option is exercised will be delivered to such broker as
the agent for the person exercising the Option and the broker will
deliver to the Company cash (or cash equivalents acceptable to the
Company) equal to the option price for the Shares purchased pursuant to
the exercise of the Option, plus the amount (if any) of Federal and
other taxes that the Company may, in its judgment, be required to
withhold with respect to the exercise of the Option; or




            (iv) by a combination of the methods described in
(i), (ii) and (iii).



          (c) A bona fide written representation and agreement, in a
form satisfactory to the Committee, signed by the Optionee or other person then
entitled to exercise such Option or portion, stating that the shares of stock
are being acquired for such person’s own account, for investment and without any
present intention of distributing or reselling said shares or any of them except
as may be permitted under the Securities Act and then applicable rules and
regulations thereunder, and that the Optionee or other person then entitled to
exercise such Option or portion will indemnify the Company against and hold it
free and harmless from any loss, damage, expense or liability resulting to the
Company if any sale or distribution of the shares by such person is contrary to
the representation and agreement referred to above. The Committee may, in its
absolute discretion, take whatever additional actions it deems appropriate to
insure the observance and performance of such representation and agreement and
to effect compliance with the Securities Act and any other federal or state
securities laws or regulations. Without limiting the generality of the
foregoing, the Committee may require an opinion of counsel acceptable to it to
the effect that any subsequent transfer of shares acquired on an Option exercise
does not violate the Securities Act, and may issue stop-transfer orders covering
such shares. Share certificates evidencing stock issued on exercise of this
Option shall bear an appropriate legend referring to the provisions of this
subsection (c) and the agreements herein. The written representation and
agreement referred to in the first sentence of this subsection (c) shall,
however, not be required if the shares to be issued pursuant to such exercise
have been registered under the Securities Act, and such registration is then
effective in respect of such shares; and



          (d) In the event the Option or portion shall be exercised
pursuant to Section 4.1 by any person or persons other than the Optionee,
appropriate proof of the right of such person or persons to exercise the Option.




Section 4.4.       - Tax Withholding




          No later than the date as of which an amount first becomes
includable in the gross income of the Optionee for applicable income tax
purposes with respect to any Option, the Optionee shall pay to the Company or
make arrangements satisfactory to the Committee regarding the payment of any
federal, state or local (or applicable foreign) taxes of any kind required by
law to be withheld with respect to such amount. Unless otherwise determined by
the Committee, the minimum required withholding obligations may be settled with
Common Stock (held with no restrictions), including Common Stock that is part of
the Option that gives rise to



 









 







the withholding requirement. The obligations of the Company under the Plan shall
be conditional upon such payment or arrangements and the Company shall to the
extent permitted by law have the right to deduct any such taxes from any payment
of any kind otherwise due to the Optionee.



Section 4.5.       - Conditions to Issuance of Stock Certificates




          The shares of stock deliverable upon the exercise of the
Option, or any portion thereof, may be either previously authorized but unissued
shares or issued shares which have then been reacquired by the Company. Such
shares shall be fully paid and nonassessable. The Company shall not be required
to issue or deliver any certificate or certificates for shares of stock
purchased upon the exercise of the Option or portion thereof prior to
fulfillment of all of the following conditions:



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



          (b) The completion of any registration or other qualification
of such shares under any state or federal 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 absolute discretion, deem necessary or
advisable; and



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



          (d) The receipt by the Company of full payment for such
shares, including payment of all amounts which, under federal, state or local
(or applicable foreign) tax law, the Company (or other employer corporation) is
required to withhold upon exercise of the Option; and



          (e) The lapse of such reasonable period of time following the
exercise of the Option as the Committee may from time to time establish for
reasons of administrative convenience.



Section 4.6.       - Rights as Shareholder




          The holder of the Option shall not be, nor have any of the
rights or privileges of, a shareholder of the Company in respect of any shares
purchasable upon the exercise of any part of the Option unless and until
certificates representing such shares shall have been issued by the Company to
such holder.



ARTICLE V.




OTHER PROVISIONS




Section 5.1.       - Administration




 









 








          The Committee shall have the power to interpret the Plan and
this Agreement and to adopt such rules for the administration, interpretation
and application of the Plan 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 Optionee, 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 Option. In its
absolute discretion, the Board may at any time and from time to time exercise
any and all rights and duties of the Committee under the Plan and this Agreement
except with respect to matters which under Rule 16b-3 or Section 162(m) of the
Code, or any regulations or rules issued thereunder, are required to be
determined in the sole discretion of the Committee.



Section 5.2.       - Option Not Transferable




          (a) Neither the Option nor any interest or right therein or
part thereof shall be sold, pledged, assigned, or transferred in any manner
other than by will or the laws of descent and distribution, unless and until
such Option has been exercised, or the shares underlying such Option have been
issued, and all restrictions applicable to such shares have lapsed. Neither the
Option nor any interest or right therein or part thereof shall be liable for the
debts, contracts or engagements of the Optionee 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, except to
the extent that such disposition is permitted by the preceding sentence.



          (b) Notwithstanding the foregoing, the Administrator, in its
sole discretion, may permit Optionee upon Optionee’s written request to transfer
the Option to a member of the Optionee’s immediate family, as defined in Rule
16a-1 under the Exchange Act, or to a trust for the exclusive benefit of, or any
other entity owned solely by, such members, provided that, such transfer must be
in writing, by gift, and without the receipt of any consideration and provided
further, that an Option that has been so transferred shall continue to be
subject to all of the terms and conditions of this Agreement as applicable to
the original Optionee, and the transferee shall execute any and all such
documents requested by the Administrator in connection with the transfer,
including without limitation such documents needed to evidence the transfer and
to satisfy any requirements for an exemption for the transfer under applicable
federal and state securities laws.



Section 5.3.       - Shares to Be Reserved




          The Company shall at all times during the term of the Option
reserve and keep available such number of shares of stock as will be sufficient
to satisfy the requirements of this Agreement.



Section 5.4.       - Notices




          Any notice to be given under the terms of 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:

	 	Golden Telecom, Inc.

Attn: Director, Human Resources

2831 29th Street,

Washington, D.C. 20008 USA






          And if to the Optionee: To the address given beneath Optionee’s
signature hereto.



          By a notice given pursuant to this Section 5.4, either party
may hereafter designate a different address for notices to be given. Any notice
which is required to be given to the Optionee shall, if the Optionee is then
deceased, be given to the Optionee’s personal representative if such
representative has previously informed the Company of representative’s status
and address by written notice under this Section 5.4.



Section 5.5.       - Titles




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



Section 5.6.       - Shareholder Approval




          The Plan will be submitted for approval by the Company’s
shareholders within twelve (12) months after the date the Plan was initially
adopted by the Board. This Option may not be exercised to any extent by anyone
prior to the time when the Plan is approved by the shareholders, and if such
approval has not been obtained by the end of said twelve-month period, this
Option shall thereupon be cancelled and become null and void.



Section 5.7.       - Construction




          This Agreement shall be administered, interpreted and enforced
under the internal laws of the State of Delaware without regard to conflicts of
laws thereof.



Section 5.8.       - Conformity to Securities Laws




          The Optionee acknowledges that the Plan is intended to conform
to the extent necessary with all provisions of the Securities Act and the
Exchange Act and any and all regulations and rules promulgated by the Securities
and Exchange Commission thereunder, including, without limitation, the
applicable exemptive conditions of Rule 16b-3. Notwithstanding anything herein
to the contrary, the Plan shall be administered, and the Option is granted and
may be exercised, only in such a manner as to conform to such laws, rules and
regulations. To the extent permitted by applicable law, the Plan and this
Agreement shall be deemed amended to the extent necessary to conform to such
laws, rules and regulations.



 









 





Section 5.9.       - Amendments




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



     (signature page follows)



 









 





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



	 	 	 	 	 	 	 
	 	 	 	 	GOLDEN TELECOM, INC.
	 
	 	 	 	 	 	 
	

	 	 	 	By	 	 
	

	 	 	 	 	 	 
	

	 	 	 	 	 	Name:

Title:
	 
	 	 	 	 	 	 
	

	 	 	 	By:	 	 
	

	 	 	 	 	 	 
	

	 	 	 	 	 	Name:

Title:
	 
	 	 	 	 	 	 
	OPTIONEE
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	(signature)	 	 	 	 
	 
	 	 	 	 	 	 
	{{Name}}{{Family_Name}}

Address:

{{Permanent_address}}
	 
	 	 	 	 	 	 
	Office Address:

{{Office_address}},{{Current_Office_Location}}

Office Telephone Number

{{Phone_Code}}{{Office_Phone_}}
	 
	 	 	 	 	 	 
	Optionee’s Taxpayer

Identification Number: