EX-10.2






GOLDEN TELECOM, INC.

2005 STOCK APPRECIATION RIGHTS PLAN




STOCK APPRECIATION RIGHTS AWARD AGREEMENT




To:



Date:



Golden Telecom, Inc. (the “Company”), pursuant to the Golden Telecom, Inc. 2005 Stock Appreciation
Rights Plan (the “Plan”), has granted you Stock Appreciation Rights (“SARs”) Awards under the Plan.
These Awards are subject to all of the terms and conditions as set forth in the Plan, a copy of
which is attached hereto and incorporated herein in its entirety. Capitalized terms not otherwise
defined herein shall have the meanings set forth in the Plan.



Date of Grant: [insert date]



Date of Expiration: [insert Date of Grant + 5 years]



Total Number of Stock Appreciation Rights Subject to this Award: [insert # ]


(divided 25% subject to performance vesting and 75% subject to time vesting) —



	 	 	 
	1.) SARs Subject to Performance Vesting: [insert # equal to 25% of total]

	 
	 	 
	•

	 	[Base OR Premium Base] Value Per Share: [insert $]






	 	 	 
	2.) SARs Subject to Time Vesting: [insert # equal to 75% of total]

	 
	 	 
	• 1st anniversary of the date of grant – [insert # equal to 33%]








	 	•	 	Premium Base Value Per Share: [insert $]






	 	•	 	2nd anniversary of the date of grant — [insert # equal to 33%]






	 	•	 	Premium Base Value Per Share: [insert $]






	 	•	 	3rd anniversary of the date of grant - [insert # equal to 33%]






	 	•	 	Premium Base Value Per Share: [insert $]
	 
	 	 	 	Vesting Schedule: Stock Appreciation Rights Awards shall vest in the amounts set forth above as
follows:






Performance Vesting. Vesting of the Performance Vesting portion of the SAR
Award shall vest in full only upon the Company’s Common Stock achieving a
closing trading price of at least [insert $] per share for thirty (30)
consecutive days as determined in the sole discretion of the Company. If the
Company’s Common Stock does not achieve a closing trading price of at least
[insert $] per share for thirty (30) consecutive days within three (3) years
of the Date of Grant, such portion of the Award shall expire by its terms
and shall not be exercisable by you.




Time Vesting. Vesting of the Time Vesting portion of the SAR Award shall
vest incrementally in accordance with the schedule set forth above on each
one year anniversary of the Date of Grant, provided that you continue to be
employed by the Company as of each such anniversary date.



	 	 	 
	Settlement:

	 	A Grantee shall exercise his Stock Appreciation Rights

in accordance with the requirements of the Plan. In

connection with a proper exercise of your Award, you

will receive [CASH and/or SHARES (including fractional

shares) of Common Stock] equal in value to the positive

difference between the Base Value (or Premium Base

Value) and the Final Value multiplied by the number of

Stock Appreciation Rights being exercised.

[FOR MIXED CASH AND STOCK SETTLEMENTS ADD: In connection

with your exercise of this Award, you may notify the

Company of your election to receive some or all of your

Stock Appreciation Rights received in cash and/or Common

Stock of the Company. If you do not make an election,

the Company shall exercise its discretion to settle the

Stock Appreciation Rights so exercised by you in cash

and/or Common Stock in its discretion.]







[FOR STOCK SETTLEMENTS ADD: Notwithstanding the foregoing, if the Board is
unable to secure shareholder approval of the Plan, this Award shall be
settled in cash without regard to a Grantee’s election to receive stock
pursuant to his or her Stock Appreciation Rights Award Agreement.]



	 	 	 
	Exercisability:

	 	Vested Awards shall be exercisable by you

only until the fifth (5) anniversary of the

Date of Grant. Awards that remain

unexercised after such date shall expire by

their terms.
	 
	 	 
	Withholding:

	 	The Company shall be entitled to withhold

from any settlement of Stock Appreciation

Rights Awards under the Plan the cash

necessary to cover applicable income and

payroll taxes and, if the amount of such

withholding is insufficient, the Company may

require you or your beneficiary to pay to

the Company the amount required to be

withheld in taxes.
	 
	 	 
	Award Not a

Service Contract:

	 	

Your Stock Appreciation Rights Award is not

an employment or service contract, and

nothing in your Award shall be deemed to

create in any way whatsoever any obligation

on your part to continue in the employ of

the Company or a subsidiary, or of the

Company or a subsidiary to continue your

employment. In addition, nothing in your

Award shall obligate the Company or a

subsidiary, their respective shareholders,

Boards of Directors, Officers or Employees

to continue any relationship that you might

have as an Employee of the Company or a

subsidiary.
	 
	 	 
	Notices:

	 	Any notices provided for in your Award or

the Plan shall be given in writing and shall

be deemed effectively given upon receipt or,

in the case of notices delivered by the

Company to you, at your address as shown in

the Company’s records.
	 
	 	 
	Governing Plan

Document:

	 	

Your Stock Appreciation Rights Award is

subject to the provisions of the Plan, the

provisions of which are hereby made a part

of your Award, and is further subject to all

interpretations, amendments, rules and

regulations which may from time to time be

promulgated and adopted pursuant to the

Plan. In the event of any conflict between

the provisions of your Award and those of

the Plan, the provisions of the Plan shall

control.
	 
	 	 
	Beneficiary

Designation:

	 	

The Plan grants you the right to designate a

beneficiary to receive your Awards in the

event you predecease the date such Award,

once exercised, is distributable to you. If

you are legally married at the time of the

designation, and the designated beneficiary

is not your spouse, then a written consent

of your spouse will be required to be

provided by you, or else the Company may not

pay benefits under the Plan to the designee

named and the benefit would pass to your

estate under applicable law. You may change

your beneficiary designation at any time,

subject to the restrictions provided above,

by doing so in writing and submitting such

written notice to the Company, subject to

the restrictions provided above, which shall

(i) attach a copy of such change to this

document and (ii) mark the beneficiary

designation line of this document as

“Amended Effective as of [the date of your

change submission].”
	 
	 	 
	Termination of

Employment; Effect

On Awards:

	 	



In the event that you die, Stock

Appreciation Rights granted hereunder shall

expire and thus be rendered not exercisable

either by you or as appropriate, your

beneficiary, on the ninety-first (91st) day

following the date of death.







In the event that you terminate your employment with the Company other than
for the reasons set forth in Section 3.03 of the Plan, Stock Appreciation
Rights granted hereunder shall expire and thus be rendered not exercisable
by you or as appropriate, your beneficiary, on the thirty-first (31st) day
following the effective date of the termination of your employment.



	 	 	 	 	 	 	 
	Additional Terms/	 	 	 	 	 	 
	Acknowledgements:The undersigned recipient of a Stock Appreciation Rights Award

	 
	 	 	 	 	 	 
	acknowledges receipt of, and understands and agrees to, this Award notice and the

	 
	 	 	 	 	 	 
	Plan. The undersigned further acknowledges that as of the date of each such

	 
	 	 	 	 	 	 
	Award, this notice and the Plan set forth the entire understanding between you and

	 
	 	 	 	 	 	 
	the Company regarding the acquisition of the rights conferred by the Plan and

	 
	 	 	 	 	 	 
	supersede all prior oral and written agreements on that subject with the exception

	 
	 	 	 	 	 	 
	of Awards previously granted and delivered to you under the Plan.
	 	 
	 
	 	 	 	 	 	 
	Golden Telecom, Inc.

	 	 	 	Grantee:
	 	

	By:

	 	

	 	

	 	

	 

	 	 
	 	 
	 	 
	Title:

	 	Signature
	 	Date:
	 	Signature



	
 
	 	 
	 	 
	 	 
	Date:

	 	

	 	

	 	

	 

	 	 
	 	

	 	







Beneficiary Designation:



     



Name Address



Attachment: Golden Telecom, Inc. 2005 Stock Appreciation Rights Plan