**Exhibit 10.14****EMPLOYMENT AGREEMENT**     **THIS AGREEMENT**is made and entered into as of the December 23, 2005, by and between GoldenTelecom, Inc. (“GTI”), a Delaware corporation, and Derek Anthony Bloom, an adult citizen of theUnited States of America (the “Employee”).     **WHEREAS**, the Employee has been employed as Senior Vice President, General Counsel andCorporate Secretary of GTI since the 10th day of January 2005; and     **WHEREAS**, GTI desires to amend the Employee’s employment agreement, and the Employee agrees tobe employed by GTI subject to the terms and provisions of this employment agreement (the“Agreement”);     **NOW THEREFORE**, GTI and the Employee mutually agree as follows:**1.** **Employment****.** (a) GTI hereby employs the Employee, and the Employee agrees to be employed on theterms and conditions set forth herein.  (b) The Employee is employed in the position of Senior Vice President, GeneralCounsel and Corporate Secretary of GTI, and shall be seconded to one or more of GTI’saffiliates, based in Moscow, Russia, but may from time to time be given such additionaltitles or be requested to perform such duties and exercise such power and authoritycommensurate with the Employee’s position as may be delegated to the Employee by theChief Executive Officer or the Board of Directors of GTI.  (c) The Employee shall devote all necessary business time and attention, and employthe Employee’s best efforts, toward the fulfillment and execution of all assignedduties, and the satisfaction of defined annual and/or longer-term performance criteria.**2.** **Term****.** (a) This Agreement is effective as of December 23, 2005, the date of execution ofthis Agreement, and shall continue unless terminated in accordance with Section 10herein.  (b) GTI reserves the right to pay the Employee in lieu of any period of notice.  (c) Further, GTI reserve the right to require the Employee not to attend GTI’spremises or the premises of the Employee’s business unit or to provide the Employeewith alternative work of a broadly similar nature to the work the Employee normallyperforms, during any period of suspension or whilst the Employee is under notice oftermination (served either by GTI or the Employee) provided that the Employee continuesto be paid the salary and benefits to which
 

 
   the Employee is entitled under this Agreement and further provided that the periodof any such requirement does not exceed six (6) months.**3.** **Compensation****.** (a) For the purposes of this Agreement, “Salary” shall mean all payments by GTI tothe Employee pursuant to this Section 3.  (b) Commencing on the date hereof and continuing thereafter unless adjusted as setforth herein, the Employee shall be paid an annual Salary of three hundred thousanddollars (USD 300,000) payable in accordance with GTI’s customary payroll practices forEmployees, but no less frequently than bi-monthly and prorated for any partial year ofemployment.  (c) As soon as practicable following the last day of each fiscal year of GTI, GTIshall review the Salary of the Employee and shall consider, based upon the Employee’sperformance and GTI’s financial position, potential increases, but not decreases, tothe Employee’s Salary as GTI shall, in its sole and absolute discretion, deemappropriate. Any such increased Salary shall be the “Salary” for all purposes underthis Agreement.**4.** **Bonus****.**  Subject to the terms and conditions of the Golden Telecom Group, Inc. Incentive Bonus Planfor Senior Management (“Bonus Plan”), attached hereto as Annex A and forming an integralpart hereof, GTI shall pay to the Employee an annual performance-based, incentivecompensation payment (“Target Bonus”), which in the first year of the Employee’s employment,ending January 10, 2006 was in the amount of one hundred and five thousand dollars (USD105,000).**5.** **Grant of Stock Appreciation Rights****.**  The Employee has been awarded thirty thousand (30,000) Stock Appreciation Rights (“SARs”)pursuant to the Golden Telecom, Inc. 2005 Stock Appreciation Rights Plan (the “Plan”)pursuant to the standard pricing and vesting schedule and award agreement for participantsin the Plan.**6.** **Benefits****.** (a) During the term of this Agreement, the Employee shall be entitled to receivesuch benefits and to participate in such employee group pension and welfare benefitplans, property, life, and disability insurance, and worldwide medical insurance andhealth benefits for the Employee and his family with a reputable internationalinsurance agency, initially Aetna Global Benefits, and dental and medicalcoverage policies as are generally provided by GTI to its employees of comparable leveland responsibility in accordance with the plans, practices and programs of GTI(“Benefits”). The Employee’s life insurance policy shall carry a value of $500,000 andhis disability insurance policy shall carry a value of sixty (60) percent of theEmployee’s Salary, and in the absence of valid insurance
 

 
   policies with independent insurance companies, these insurance obligationsshall be direct obligations of the Employer. (b) During the term of this Agreement, GTI shall pay the reasonable school fees forthe Employee’s eligible children in accordance with the policies and practices of GTI.  (c) Upon termination of this Agreement under any of the eventualities described inparagraphs (b)-(e) of Section 10 hereof, GTI shall provide the Employee withreimbursement (i) for the cost of a one-way business class airline ticket for theEmployee and his spouse (or if he is not married, his significant other) and hischildren from their place of secondment to their place of relocation or their domicilein their home country; and (ii) for the cost of moving the Employee’s and his spouse’s(or if he is not married, his significant other’s) and children’s household goods andother personal property from their place of secondment to their place of relocation orto any storage facility designated by the Employee.    In conjunction with the foregoing, in the event of the Employee’s voluntaryresignation under Subsection 10(d) hereof, the benefits provided under thisSubsection 6(c) shall be payable only if (i) the effective date of the Employee’svoluntary resignation is on or after the first anniversary of his commencement ofemployment under this Agreement, and (ii) the Employee and his spouse (or if he isnot married, his significant other) and his children incur the foregoing travel andrelocation expenses within one (1) year of the effective date of the termination ofhis employment.    Furthermore, in the event of the Employee’s death or termination of employment dueto Total Disability under Subsections 10(b) and (c) hereof, respectively, theforegoing travel and relocation expense shall include the cost, as appropriate, ofshipping the Employee’s body to a place designated by him or his spouse (or if he isnot married, his significant other) or alternatively, if appropriate due to theEmployee’s Total Disability, shall include the cost of providing the Employee withan appropriate medical evacuation mode of travel.  (d) During the term of this Agreement and for the tax reporting year twelve monthsafter the termination of this Agreement, GTI shall pay the cost of services by Ernst &Young, or some other reputable international accounting/tax firm as determined by GTI,to prepare the Employee’s and his spouse’s (or if he is not married, his significantother’s) tax declarations in Russia and in the Employee’s and his spouse’s (or if he isnot married, his significant other’s) country of citizenship, to the extent requiredand requested by the Employee. In addition, it is the intent of the parties heretothat GTI shall equalize the Employee’s income tax obligation as if the Employee’scompensation and other benefits provided under this Agreement were earned in theEmployee’s home country and subject only to income tax by the Employee’s home country;provided, that the Employee will retain the benefit of his “Foreign Tax Creditcarryforwards” from years prior to his commencement of employment with GTI and theeffect of these Foreign Tax Credits should not be lost for the Employee and the actual and economic
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   benefit of any equivalent benefit in the Employee’s home country as is allowed to UScitizens pursuant to any Foreign Earned Income Exclusion and the Foreign HousingExclusion and Deduction (the “Exclusions”) as set forth in Section 911 of theInternal Revenue Code of 1986, as amended (the “Code”), (the Foreign IncomeExclusion currently being eighty thousand dollars (USD 80,000)). As such, theparties hereto expressly acknowledge and agree that (i) GTI or its affiliates shallpay all of the Employee’s Russian tax obligations associated with the Employee’scompensation and other benefits provided under this Agreement, in such amounts andat such times as required by applicable Russian tax law (whether directly to theRussian taxing authority, or through reimbursement to the Employee), plus pay to theEmployee such additional amounts as are required to gross up the Employee’scompensation and benefits provided under this Agreement for any Russian income taxesor other income taxes of the Employee’s home country associated with the paymentsand reimbursements required by this Section 6(d) and (ii), notwithstanding anychange in applicable tax law after the date hereof, the potential benefit to theEmployee associated with the Exclusions shall in no event be less than the amountthat would be available to the Employee under Code Section 911 as of the datehereof. (e) During the term of this Agreement, GTI shall provide necessary visa support forthe Employee and his family.  (f) During the term of this Agreement, GTI shall make available, at its soleexpense, foreign language training for the Employee, his spouse (or if not married, hissignificant other) and children.  (g) During the term of this Agreement, GTI will match 50% of Employee’s maximumallowed annual contribution into GTI’s-sponsored 401(k) Plan.  (h) During the term of this Agreement, GTI shall provide Employee with blanketaccident insurance, which insures against accidental loss of life or bodily injury.  (i) During the term of this Agreement, GTI shall make available to Employeepersonal property insurance coverage against physical loss to items of Employee’spersonal property which are lost, damaged or destroyed.**7.** **Expense Reimbursement****.**   During the term of employment, GTI shall reimburse the Employee for all reasonable andnecessary expenses incurred by the Employee in connection with the performance of Employee’sduties as an employee of GTI. Such reimbursement is subject to the submission to GTI by theEmployee of appropriate documentation and/or vouchers in accordance with the customaryprocedures of GTI for expense reimbursement, as such procedures may be revised by GTI fromtime to time hereafter.
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**8.** **Vacation****.**   During each of GTI’s fiscal years during the term of employment, the Employee shall beentitled to no less than four (4) weeks vacation, or such greater number of days as providedby any policy of GTI. Unused vacation days will not carry-over or accumulate from year toyear without the prior written consent of the Director, Human Resources. **9.** **Taxation Policy****.**   Notwithstanding Section 6(d) of this Agreement, to the extent that the Golden Telecom Group,Inc. Expatriate Taxation Policy, as amended from time to time (“Policy”), provides morefavorable treatment to the Employee, the Policy will control. **10.** **Termination****.** (a) GTI shall have “Cause” to terminate the Employee’s employment hereunder uponthe Employee’s: (i) failure to follow a legal order of the Board of Directors orthe Chief Executive Officer of GTI, other than any such failure resulting fromthe Employee’s physical or mental disability, sickness or other periods ofexcused absence after notice and reasonable opportunity for cure;  (ii) fraud, embezzlement, or any other similar illegal act committedby the Employee in connection with the Employee’s duties as an employee of GTIor any subsidiary or affiliate or parent, direct or indirect, of GTI;  (iii) conviction of any felony involving moral turpitude whichcauses or may reasonably be expected to cause substantial economic injury to orsubstantial injury to the reputation of GTI or any subsidiary or affiliate orparent, direct or indirect, of GTI; or  (iv) willful commission of an act or willful omission of an actwhich is intended to cause or may reasonably be expected (as of the time ofsuch occurrence) to cause substantial economic injury to or substantial injuryto the reputation of GTI or any subsidiary or affiliate or parent, direct orindirect, of GTI, including, without limitation, any material violation of theForeign Corrupt Practices Act, as described herein below.  Action or inaction by the Employee shall not be considered “willful” unless done or omittedby the Employee intentionally and without the Employee’s reasonable belief that theEmployee’s action or inaction was in the best interests of GTI, and shall not includefailure to act by reason of total or partial incapacity due to physical or mental illness.The cessation of employment of the Employee shall not be deemed to be for Cause unless priorto such termination there shall have been delivered to the Employee a copy of a resolutionduly adopted by the affirmative vote of not less than a majority of the disinterestedmembership of the Board of Directors of GTI at a meeting of such Board of Directors calledand held for such purpose (after reasonable notice is provided to the Employee and theEmployee is given an opportunity, together with counsel, to be heard
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  before such Board of Directors), finding, that, in the good faith opinion of the Board ofDirectors, the Employee is guilty of the conduct described in clause (i), (ii) (iii) or (iv)above, and specifying the particulars thereof in detail. (b) Termination by Reason of Total Disability. Notwithstanding anything tothe contrary in this Agreement, GTI shall at all times have the right to terminate thisAgreement and the employment of the Employee immediately by delivering written noticeto the Employee if the Employee experiences a Total Disability. For the purpose ofthis Agreement, the term “Total Disability” means any mental or physical illness,condition, disability or incapacity that: (i) prevents the Employee from discharging essential jobresponsibilities and employment duties;  (ii) shall be attested to in writing by a physician or a group ofphysicians acceptable to GTI; and  (iii) continues for period of six (6) consecutive months.  A Total Disability shall be deemed to have occurred on the last day of such applicable six(6) month period, and shall be determined in accordance with applicable law relating todisability. (c) Termination by Reason of Death. This Agreement shall terminateimmediately upon the death of the Employee.  (d) Voluntary Resignation. The Employee may terminate the Agreement at anytime by giving ninety (90) days prior written notice to GTI (the “Employee’s NoticePeriod”). Upon receipt of such notice to GTI, GTI, in its sole and absolutediscretion, may either continue to employ the Employee during all or part of theEmployee’s Notice Period, or may continue to pay the Employee’s Salary and continueBenefits during the Employee’s Notice Period in lieu of continued employment.  (e) Termination Without Cause. GTI may terminate the Employee’s employmentat any time, for any reason, by providing the Employee with ninety (90) days priorwritten notice (the “Employer’s Notice Period”) of pending termination. Upon providingsuch notice to the Employee, GTI, in its sole and absolute discretion, may eithercontinue to employ the Employee during all or part of the Employer’s Notice Period, ormay continue to pay the Employee’s Salary and continue Benefits during the Employer’sNotice Period in lieu of continued employment.  (f) Notice of Termination. Any termination by GTI shall be communicated byNotice of Termination to the Employee given in accordance with Section 19. Forpurposes of this Agreement, a “Notice of Termination” means a written notice givenwithin ten (10) business days of the GTI’s having actual knowledge of the events givingrise to such termination, which (i) indicates the specific termination provision inthis Agreement relied upon, (ii) sets forth in reasonable detail the facts andcircumstances claimed to provide a basis for termination of the
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   Employee’s employment under the provision so indicated, and (iii) if the terminationdate is other than the date of receipt of such notice, specifies the terminationdate of this Agreement (which date shall be not more than fifteen (15) days afterthe giving of such notice).**11.** **Payments Upon Termination****.** (a) Payment. Except as specifically set forth herein, all payments to bemade under the terms of this section may be made, in GTI’s sole and absolutediscretion, in one lump sum payment paid as soon as reasonably practical following thedate of Employee’s termination or in installments over the term of the period coveredby the payments, paid in accordance with GTI’s customary payroll practices.  (b) Termination For Cause. In the event that the Employee’s employmentunder this Agreement is terminated for Cause, GTI shall have no obligation to pay theSalary or provide any other compensation or Benefits provided under this Agreement to,or for the benefit of, the Employee for any period after the date of such termination,or to pay any Bonus for the fiscal year in which such termination occurs; *provided,however*, that GTI shall promptly pay (i) all Salary earned by the Employee prior to thedate of such termination, (ii) any Benefits under any plans of GTI in which theEmployee is a participant to the full extent of the Employee’s rights under such plansprior to termination, and (iii) reimbursement of any appropriate business and/orentertainment expenses incurred by the Employee prior to termination and properlysubmitted to GTI.  (c) Termination by Reason of Total Disability. In the event that theEmployee’s employment under this Agreement is terminated by reason of Total Disability,GTI shall have no obligation to pay the Salary provided under this Agreement to or forthe benefit of the Employee for any period after the date of such termination;*provided, however*, that GTI shall promptly pay to the Employee (i) all Salary earned bythe Employee prior to the date of such termination, (ii) the pro rata share of anyBonus for the fiscal year in which the total disability occurred (which payment shallbe made based on the assumption that GTI had met the requirement for the payment of theTarget Bonus) (iii) any Benefits under any plans of GTI in which the Employee is aparticipant to the full extent of the Employee’s rights under such plans, and (iv)reimbursement of appropriate business and/or entertainment expenses incurred by theEmployee prior to such termination and properly submitted to GTI, each such item to bepaid to the date of such termination with the exception of disability benefits, whichshall continue to be paid from the GTI’s insured or self-insured long-term disabilityplan, as the case may be, for the period specified in such plan. In the event there isa period of time during which the Employee is not being paid Salary and not receivinglong-term disability payments for any reason, and conditioned upon the Employee or theEmployee’s representative immediately notifying GTI in writing, the GTI CompensationCommittee shall make all necessary inquiries and shall decide in its sole and absolutediscretion whether GTI shall make interim payments to the Employee until thecommencement of payments under the long-term disability plan.
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 (d) Termination by Reason of Death. If the Employee dies during theEmployee’s employment pursuant to this Agreement, GTI shall have no obligation to paythe Salary provided under this Agreement to or for the benefit of the Employee for anyperiod after the date of the Employee’s death; *provided, however*, that GTI shallpromptly pay to the Employee’s designated beneficiary, to the degree earned but notpaid prior to the date of the Employee’s death: (i) all Salary; (ii) the pro rata shareof any Bonus for the fiscal year in which the death occurred (which payment shall bemade based on the assumption that GTI had met the requirement for the payment of theTarget Bonus); (iii) any Benefits under any plans of GTI in which the Employee is aparticipant to the full extent of the Employee’s rights under such plans, and (iv)reimbursement of any appropriate business and/or entertainment expenses incurred by theEmployee and properly submitted.  (e) Voluntary Resignation. In the event that the Employee resignsvoluntarily from Employee’s employment with GTI, GTI shall have no obligation to paythe Salary provided under this Agreement to or for the benefit of the Employee for anyperiod after the end of the expiration of the Employee’s Notice Period, or after thetermination date if GTI elects to terminate the Employee and actually makes payments inlieu of employment during the Employee’s Notice Period; *provided, however*, that GTIshall promptly pay upon termination (i) all Salary earned by the Employee prior to theexpiration of the Employee’s Notice Period and (ii) any Benefits under any plans of GTIin which the Employee is a participant to the full extent of the Employee’s rightsunder such plans prior to the expiration of the Employee’s Notice Period, *provided,however*, that such Benefits shall cease upon the Employee’s receipt of comparablebenefits under, or coverage under, any plans provided by a new employer; and (iii)reimbursement of any appropriate business and/or entertainment expenses incurred by theEmployee through the end of said notice period and properly submitted.  (f) Termination Without Cause. In the event GTI terminates this Agreementand the Employee’s employment without Cause: (i) GTI shall promptly pay or provide to the Employee, to theextent earned prior to the date of such termination: (A) all Salary; (B) thepro rata share of all Bonuses for the fiscal year in which the terminationoccurred (which payment shall be made based on the assumption that GTI had metthe requirement for the payment of the Target Bonus); (C) any Benefits underany plans of GTI in which the Employee is a participant to the full extent ofthe Employee’s rights under such plans prior to termination, except as noted inSection 11(f)(ii)(B) below; and (D) reimbursement of any appropriate businessand/or entertainment expenses incurred by the Employee prior to suchtermination and properly submitted to GTI.  (ii) subject to the GTI’s receipt from the Employee of a generalrelease of employment-related claims, attached hereto as Annex D, GTI shallalso promptly pay to the Employee:
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(A) a lump sum amount equal to the Employee’s Salary at its then-currentrate for a period equal to six (6) months, plus any amount to be paid to theEmployee as a cash payout of Salary due to the Employee for that portion ofthe Employer’s Notice Period that GTI shall elect to pay out pursuant tosection 11(e) hereof; provided that following the completion by the Employeeof one year employment, the amount paid under this section 11(f)(ii)A shallincrease to an amount equal to the Employee’s Salary at its then-currentrate for a period equal to nine (9) months, plus any amount to be paid tothe Employee as a cash payout of Salary due to the Employee for that portionof the Employer’s Notice Period that GTI shall elect to pay out pursuant tosection 11(e) hereof; and(B) in the event GTI is unable to continue such benefits pursuant to clause(iii) hereof, GTI shall pay to the Employee the cost of continuing allmedical and dental coverages for a period of six (6) months, and shall paydirectly to the Employee a cash amount equal to the maximum matchingcontribution which the Employee would have received pursuant to the terms ofGTI’s 401(k) Plan as though he had been permitted to continue making themaximum permissible contributions to such plan for such period. (iii) In addition to the payments described in clause (ii) hereof,GTI shall continue to provide the Employee and his eligible dependents at GTI’sexpense (except to the extent of any premiums customarily charged to activeemployees) with all medical, dental, life, disability and other coverages asprovided for under Section 6(b) hereof during the period determined inaccordance with Section 11(f)(ii)(A), provided however, that such benefitsshall cease upon the Employee’s receipt of comparable benefits under, orcoverage under, any plans provided by a new employer if such coverage commencesprior to the period determined in accordance with Section 11(f)(ii)(A) hereof.(g) Relocation Expense Reimbursements. Reimbursement of the amounts described inSubsection 6(c) hereof shall be promptly paid to the Employee provided a properly-submittedreimbursement request is received by GTI within sixty (60) days of the date(s) such expenseswere incurred.(h) No Requirement to Mitigate. The Employee shall not be required to mitigate theamount of any payment or benefit provided for in this Section 11 by seeking other employmentor otherwise, and, unless specifically contemplated by this Agreement, the amount of anypayment or benefit provided for in this Section 11 shall not be reduced by any compensationor benefits earned by the Employee as the result of employment by another employer or byretirement benefits or from any other source.**12.****Payments In Event of Change of Control****.**In the event of a Change of Control, the Employee shall receive payment in accordance withsections 12(b) and (c) below.
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 (a) (1) For the purposes of this Agreement, a “Change of Control” shall haveoccurred whenever any of the following events happen: (i) any “Person” (as defined in Section 3(a)(9) of the SecuritiesExchange Act of 1934 (the “Exchange Act”) as modified and used in Sections13(d) and 14(d) of the Exchange Act), other than an “Excluded Party,” is orbecomes the “beneficial owner” (as defined in Rule 13d-3 under the ExchangeAct), directly or indirectly, of securities of GTI representing more than 49.9%of the combined voting power of GTI’s then outstanding voting securities;  (ii) the stockholders of GTI approve a merger or consolidation ofGTI with any other corporation, other than a merger or consolidation whichwould result in the voting securities of GTI outstanding immediately priorthereto continuing to represent (either by remaining outstanding or by beingconverted into voting securities of the surviving or parent entity) 50% or moreof the combined voting power of the voting securities of GTI or such survivingor parent entity outstanding immediately after such merger or consolidation;  (iii) the stockholders of GTI approve a plan of complete liquidationof GTI or an agreement for the sale or disposition by GTI of all orsubstantially all of GTI’s assets or all or substantially all of its and itssubsidiaries’ assets, taken as a whole (or any transaction having a similareffect). (2) For purposes of this Agreement, an “Excluded Party” shall mean (1) GTIor any of its subsidiaries, (2) any trustee or other fiduciary holding securitiesunder an employee benefit plan of GTI or any of its subsidiaries, (3) anunderwriter temporarily holding securities pursuant to an offering of suchsecurities, (4) any corporation owned, directly or indirectly, by the stockholdersof GTI in substantially the same proportions as their ownership of GTI’s commonstock or (5) Alfa Telecom Limited, Nye Telenor East Invest AS, OAO Rostelecom ortheir respective wholly-owned subsidiaries and legal successors. (b) Change of Control Payment. As soon as practicable following a Changeof Control, GTI shall pay the Employee a lump sum amount equal to two times theEmployee’s Salary and a pro rata share of any Bonus for the portion of the GTI’s fiscalyear which elapses prior to the Change of Control (which payment shall be made based onthe assumption that GTI had met the requirement for the payment of the Target Bonus).The accelerated vesting of any stock options or restricted stock will be determined inaccordance with the governing restricted stock plan or restricted stock agreement(s).
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 (c) Certain Further Payments. (i) Tax Reimbursement Payment. In the event that anyamount or benefit paid or distributed to the Employee by GTI or any of itsaffiliates (an “Affiliated Company”), whether pursuant to this Agreement orotherwise (collectively, the “Covered Payments”), is or becomes subject to thetax (the “Excise Tax”) imposed under Section 4999 of the Code, or a comparableprovision of the tax laws of the Employee’s home country, or any similar taxthat may hereafter be imposed, GTI shall pay to the applicable taxingauthorities as withholding on behalf of the Employee, at the time specified inSection 12(f) below, the Tax Reimbursement Payment (as defined below). The TaxReimbursement Payment is defined as an amount, which when added to the CoveredPayments and reduced by any Excise Tax on the Covered Payments and any federal,state and local income tax and Excise Tax on the Tax Reimbursement Paymentprovided for by this Agreement (but without reduction for any federal, state orlocal income or employment tax on such Covered Payments), shall be equal to thesum of (i) the amount of the Covered Payments, and (ii) an amount equal to theproduct of any deductions disallowed for federal, state or local income taxpurposes because of the inclusion of the Tax Reimbursement Payment in theEmployee’s adjusted gross income and the highest applicable marginal rate offederal, state or local income taxation, respectively, for the calendar year inwhich the Tax Reimbursement Payment is to be made.  (ii) Determining Excise Tax. For purposes of determiningwhether any of the Covered Payments will be subject to the Excise Tax and theamount of such Excise Tax,(A) such Covered Payments will be treated as “parachute payments” within themeaning of Section 280G of the Code, or a comparable provision of the taxlaws of the Employee’s home country and all “parachute payments” in excessof the “base amount” (as defined under Section 280G(b)(3) of the Code) shallbe treated as subject to the Excise Tax, unless, and except to the extentthat, in the opinion of the GTI’s independent certified public accountants,which, in the case of Covered Payments made after the date of a Change ofControl, shall be GTI’s independent certified public accountants appointedprior to the date of the Change of Control, or tax counsel selected by suchaccountants (the “Accountants”), such Covered Payments (in whole or in part)either do not constitute “parachute payments” or represent reasonablecompensation for services actually rendered (within the meaning of Section280G(b)(4) of the Code) in excess of the “base amount,” or such “parachutepayments” are otherwise not subject to such Excise Tax, and(B) the value of any non-cash benefits or any deferred payment or benefitshall be determined by the Accountants in accordance with the principles ofSection 280G of the Code.
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 (d) Applicable Tax Rates and Deductions. For purposes of determining theamount of the Tax Reimbursement Payment, the Employee shall be deemed: (i) to pay any applicable federal income taxes at the highestapplicable marginal rate of federal income taxation for the calendar year, inwhich the Tax Reimbursement Payment is to be made,  (ii) to pay any applicable state and local income taxes at thehighest applicable marginal rate of taxation for the calendar year in which theTax Reimbursement Payment is to be made, net of the maximum reduction inapplicable federal income taxes which could be obtained from the deduction ofsuch state or local taxes if paid in such year (determined without regard tolimitations on deductions based upon the amount of the Employee’s adjustedgross income), and  (iii) to have otherwise allowable deductions for federal, state andlocal income tax purposes at least equal to those disallowed because of theinclusion of the Tax Reimbursement Payment in the Employee’s adjusted grossincome. (e) Subsequent Events. In the event that the Excise Tax is subsequentlydetermined by the Accountants to be less than the amount taken into account hereunderin calculating the Tax Reimbursement Payment made, the Employee shall repay to the GTI,at the time or as soon as practicable thereafter, that the amount of such reduction inthe Excise Tax is finally determined, the portion of such prior Tax ReimbursementPayment that has been paid to federal, state or local tax authorities on the Employee’sbehalf and that would not have been paid if such Excise Tax had been applied ininitially calculating such Tax Reimbursement Payment, plus interest on the amount ofsuch repayment at the rate provided in Section 1274(b)(2)(B) of the Code.Notwithstanding the foregoing, in the event any portion of the Tax ReimbursementPayment to be refunded to GTI has been paid to any federal, state or local taxauthority, repayment thereof shall not be required until actual refund or credit ofsuch portion has been made to the Employee, and interest payable to GTI shall notexceed interest received or credited to the Employee by such tax authority for theperiod it held such portion. The Employee and GTI shall mutually agree upon the courseof action to be pursued (and the method of allocating the expenses thereof) if theEmployee’s good faith claim for refund or credit is denied.  In the event that the Excise Tax is later determined by the accountants to exceed the amounttaken into account hereunder at the time the Tax Reimbursement Payment is made (including,but not limited to, by reason of any payment the existence or amount of which cannot bedetermined at the time of the Tax Reimbursement Payment), GTI shall make an additional TaxReimbursement Payment in respect of such excess (which Tax Reimbursement Payment shallinclude any interest or penalty payable with respect to such excess) at the time that theamount of such excess is finally determined.
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 (f) Date of Payment. The portion of the Tax Reimbursement Paymentattributable to a Covered Payment shall be paid to the applicable taxing authoritieswithin ten (10) business days following the payment of the Covered Payment. If theamount of such Tax Reimbursement Payment (or portion thereof) cannot be finallydetermined on or before the date on which payment is due, GTI shall either pay to theapplicable taxing authorities, an amount estimated in good faith by the Accountants tobe the minimum amount of such Tax Reimbursement Payment and shall pay the remainder ofsuch Tax Reimbursement Payment (which Tax Reimbursement Payment shall include interestat the rate provided in Section 1274(b)(2)(B) of the Code) as soon as the amountthereof can be determined, but in no event later than forty-five (45) calendar daysafter payment of the related Covered Payment. In the event that the amount of theestimated Tax Reimbursement Payment exceeds the amount subsequently determined to havebeen due, such excess shall be repaid or refunded pursuant to the provisions of Section12(e) above.**13.** **Covenants of the Employee****.**  In order to induce GTI to enter into this Agreement and employ the Employee, the Employeehereby covenants and agrees as follows: (a) During the term of this Agreement, and for a period equal to six (6) monthsthereafter, the Employee shall not, without the prior written consent of GTI, directlyor indirectly through any other person or entity, own, acquire in any manner anyownership interest in (except purely passive investments amounting to no more than fivepercent (5%) of the voting equity), or serve as a director, officer, employee, counselor consultant of any person, firm, partnership, corporation, consortium, association orother entity that competes with GTI or any of its direct or indirect affiliates,parents, or subsidiaries, in the Russian Federation or the Commonwealth of IndependentStates within such six (6) month period, with such six (6) month period under thissection 13(a) increasing to nine (9) months following the completion by the Employee ofone year of employment under this Agreement;  (b) During the term of this Agreement, and for a subsequent period of six (6)months, the Employee shall not, without the prior written consent of GTI, directly orindirectly through any other person or entity, with such six (6) month period underthis section 13(b) increasing to nine (9) months following the completion by theEmployee of one year of employment: (i) solicit, entice, persuade or induce any individual who is atany time during the term of this Agreement, an officer, director or employee ofGTI, or any of its subsidiaries or affiliates or parents, direct or indirect,to terminate or refrain from renewing or extending such person’s employmentwith GTI or such subsidiary or affiliate or parent, direct or indirect, or tobecome employed by, enter into contractual relations with, or become consultantto any other individual or entity, and the Employee shall not approach any suchemployee for any such purpose or authorize or knowingly cooperate with thetaking of any such actions by any other individual or entity; or
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 (ii) except in accordance with the Employee’s duties on behalf ofGTI, solicit, entice, persuade, or induce any individual or entity whichcurrently is, or at any time during the term of this Agreement shall be, acustomer, consultant, vendor, supplier, lessor or lessee of GTI, or any of itssubsidiaries or affiliates or parents, direct or indirect, to terminate orrefrain from renewing or extending its contractual or other relationship withGTI or such subsidiary or affiliate or parent, direct or indirect, and theEmployee shall not approach any such customer, vendor, supplier, consultant,lessor or lessee for such purpose or authorize or knowingly cooperate with thetaking of any such actions by any other individual or entity. (c) The Employee shall not at any time during or after the term of this Agreement: (i) other than when required in the ordinary course of business ofGTI, disclose, directly or indirectly, any person, firm, corporation,partnership, association or other entity, any trade secret, or confidentialinformation concerning the financial condition, suppliers, vendors, customers,lessors, or lessees, sources or leads for, and methods of obtaining, newbusiness, or the methods generally of doing and operating the respectivebusinesses of GTI or its affiliates and subsidiaries and parents, direct orindirect, to the degree such secret or information incorporates informationthat is proprietary to, or was developed specifically by or for GTI, exceptsuch information that is a matter of public knowledge, was provided to theEmployee (without breach of any obligation of confidence owed to GTI) by athird party that is not a subsidiary or affiliate or parent, direct orindirect, of GTI, or is required to be disclosed by law or judicial oradministrative process; or  (ii) make any oral or written statement about GTI and/or itsfinancial status, business, compliance with laws, personnel, directors,officers, consultants, services, business methods or otherwise, which areintended or reasonably likely to disparage GTI or otherwise degrade itsreputation in the business or legal community in which it operates or in thetelecommunications industry. (d) The Employee hereby represents that (i) the Employee is not restricted in anymaterial way from performing the Employee’s duties hereunder as the result of anycontract, agreement or law; and (ii) the Employee’s due performance of the Employee’sduties hereunder does not and will not violate the terms of any agreement to which theEmployee is bound.**14.** **Foreign Corrupt Practices Act****.**  The Employee agrees to comply in all material respects with the applicable provisions of theU.S. Foreign Corrupt Practices Act of 1977 (“*FCPA*”), as amended, which provides generallythat under no circumstances will foreign officials, representatives, political parties orholders of public offices be offered, promised or paid any money,
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  remuneration, things of value, or provided any other benefit, direct or indirect, inconnection with obtaining or maintaining contracts or orders hereunder. When anyrepresentative, employee, agent, or other individual or organization associated with theEmployee is required to perform any obligation related to or in connection with thisAgreement, the substance of this section shall be imposed upon such person and included inany agreement between the Employee and any such person. Failure by the Employee to complyin all respects with the provisions of the FCPA shall constitute a material breach of thisAgreement and shall entitle GTI to terminate this Agreement immediately upon such failure tocomply. Additionally, the Employee hereby acknowledges that the Employee has read the “GTIBusiness Practices Training Program,” a copy of which has been provided to the Employee.The Employee also acknowledges that a condition precedent to the effectiveness of thisAgreement shall be the execution by the Employee of the “Employee FCPA Certification,” acopy of which has been provided to the Employee. Additionally, and as a condition for GTIto continue this Agreement, the Employee may be required from time to time at the request ofGTI to execute a certificate of the Employee’s compliance with the aforementioned laws andregulations.**15.** **Compliance with Policy Manual and Policy for Purchases and Sales of Securities****.**  The Employee has read, and agrees to comply in all respects with GTI’s Policy Manual, asrevised as of June 1, 2005, and as subsequently revised; and also agrees to comply in allrespects with Legal Policy No. 1, “Policy and Procedures for Directors, Officers andEmployees of Golden Telecom, Inc. and its Affiliates on Insider Trading and Tipping” andLegal Advisory Memorandum No. 1A, “Purchase and Sale of Golden Telecom Securities and PolicyRegarding the Purchase and Sale of the Corporations Securities by Employees,” as suchpolicies may be amended from time to time. Specifically, and without limitation, theEmployee agrees that the Employee shall not purchase or sell stock in GTI or any of itssubsidiaries, affiliates or parents, direct or indirect, at any time (i) that the Employeepossesses material non-public information about GTI or any of its businesses; and (ii)during any “Trading Blackout Period” as may be determined by GTI, as set forth in LegalPolicy No. 1 and Legal Policy No. 1A from time to time.  **16.****Indemnification****.**   GTI agrees to indemnify and hold the Employee harmless from any and all liability that hemay incur in connection with his position as an officer, employee and, if elected, directorof GTI and any of their affiliated corporations, to the maximum extent permitted underDelaware law. GTI agrees to maintain Directors and Officers liability insurance coveringthe Employee, such insurance to be of appropriate amount and scope under current industrystandards for a company of GTI’s size.   **17.****Non-exclusivity of Rights****.**   Nothing in this Agreement shall prevent or limit the Employee’s continuing or futureparticipation in any benefit, bonus, incentive or other plan or program provided by GTI, orany of its affiliated corporations and for which the Employee may qualify, nor shallanything herein limit or otherwise prejudice such rights as the Employee may have under anyother agreements with GTI, or any affiliated corporations, including, but not limited
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  to stock option or restricted stock agreements. Amounts which are vested benefits or whichthe Employee is otherwise entitled to receive under any plan or program of GTI, or anyaffiliated corporations at or subsequent to the date of the Employee’s termination from GTIshall be payable in accordance with such plan or program.  **18.****No Delegation****.**   The Employee shall not delegate the Employee’s employment obligations under this Agreementto any other person.   **19.****Notices****.**   Any written notice required by this Agreement will be deemed provided and delivered to theintended recipient when (i) delivered in person by hand; or (ii) three days after being sentvia U.S. certified mail, return receipt requested; or (iii) the day after being sent viaovernight courier, in each case when such notice is properly addressed to the followingaddress and with all postage and similar fees having been paid in advance:  If to GTI:Golden Telecom, Inc.