EX-10.4






EDN SOVINTEL

2005 STOCK APPRECIATION RIGHTS BONUS PLAN




STOCK APPRECIATION RIGHTS AWARD AGREEMENT




To:



Date:



EDN Sovintel (“Sovintel”), pursuant to the EDN Sovintel 2005 Stock Appreciation Rights Bonus 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 Common Stock of Golden Telecom, Inc.
(the “Company”) achieving a closing trading price of at least [insert $] per
share for thirty (30) consecutive days as determined in the sole discretion
of Sovintel. 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 Sovintel as of each such anniversary date.



	 	 	 
	Settlement:

Exercisability:

	 	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 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.

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:

	 	Sovintel shall be entitled to withhold from

any settlement of Stock Appreciation Rights

Awards under the Plan the cash necessary to

cover applicable taxes and, if the amount of

such withholding is insufficient, Sovintel

may require you or your beneficiary, if

applicable, to pay to Sovintel 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

Sovintel or a subsidiary, or of Sovintel or

a subsidiary to continue your employment.

In addition, nothing in your Award shall

obligate Sovintel or a subsidiary, their

respective shareholders, Boards of

Directors, Officers or Employees to continue

any relationship that you might have as an

Employee of Sovintel 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 Sovintel

to you, at your address as shown in

Sovintel’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.

You may change your beneficiary designation

at any time, subject to the restrictions

provided below, by doing so in writing and

submitting such written notice to Sovintel,

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].”







Prior to making any payment to your designated beneficiary, Sovintel shall
have the ability to consult with legal counsel on the permissibility of
making such payment under applicable Russian Federation law. 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 Sovintel may not pay benefits
under the Plan to the designee named and the benefit would pass to your
estate under applicable law. Notwithstanding anything to the contrary in
the Plan or in this Award Agreement, to the extent that Sovintel is advised
by legal counsel that payment pursuant to the beneficiary designation in
this Award Agreement would violate applicable Russian Federation law,
Sovintel shall, with respect to such payment, follow the law of the Russian
Federation which applies to property of a descendent when no beneficiary has
been made.




By signing this Award Agreement, you hereby acknowledge and accept that the
aforementioned procedure shall apply with respect to your beneficiary
designations in this Award Agreement.



	 	 	 
	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 (subject to the limitations herein on

beneficiary designation), your beneficiary, on

the ninety-first (91st) day following the date of

death.







In the event that you terminate your employment with Sovintel 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 (subject to the limitations herein on beneficiary
designation), 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 Agreement and

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

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

	 
	 	 	 	 	 	 
	and Sovintel 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.

	 
	 	 	 	 	 	 
	EDN Sovintel

	 	 	 	Grantee:
	 	

	By:

	 	

	 	

	 	

	 

	 	 
	 	 
	 	 
	Title:

	 	Signature
	 	Date:
	 	Signature



	 

	 	 
	 	 
	 	 
	Date:

	 	

	 	

	 	

	 

	 	 
	 	

	 	







Beneficiary Designation:



     



Name Address



Attachment: EDN Sovintel, Inc. 2005 Stock Appreciation Rights Bonus Plan