EXHIBIT 10.8
NON-QUALIFIED STOCK OPTION AGREEMENT
          THISAGREEMENT, dated {{Date}} is made by and between GoldenTelecom, 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 theopportunity to purchase shares of its $.01 par value Common Stock; and
          WHEREAS,the Company wishes to carry out the Plan (the termsof which are hereby incorporated by reference and made a part of thisAgreement); and
          WHEREAS,the Committee, appointed to administer the Plan, hasdetermined that it would be to the advantage and best interest of the Companyand its shareholders to grant the Non-Qualified Option provided for herein tothe Optionee as an inducement to enter into or remain in the service of theCompany or its Subsidiaries and as an incentive for increased efforts duringsuch service, and has advised the Company thereof and instructed the undersignedofficers to issue said Option;
          NOW,THEREFORE, in consideration of the mutual covenantsherein contained and other good and valuable consideration, receipt of which ishereby acknowledged, the parties hereto do hereby agree as follows:
ARTICLE I.
DEFINITIONS
          Whenever thefollowing terms are used in this Agreement, theyshall have the meaning specified below unless the context clearly indicates tothe contrary. The masculine pronoun shall include the feminine and neuter, andthe singular the plural, where the context so indicates. All capitalized termsused herein without definition shall have the meanings ascribed to such terms inthe Plan.
Section 1.1.       - Change in Control
          “Change in Control” shall mean:
          (a) thedissolution or liquidation of the Company and itsSubsidiaries,
          (b) a merger,consolidation or reorganization of the Companyand its Subsidiaries with one or more other corporations (other than a parent,Subsidiary, or Affiliate of the Company) in which the Company is not thesurviving corporation,
          (c) a sale ofall or substantially all of the assets of theCompany to another corporation (other than a parent, Subsidiary or Affiliate ofthe Company), or
 

 

          (d) anytransaction (including, without limitation, a mergeror reorganization in which the Company is the surviving corporation) approved bythe Board which results in any person or entity (other than a parent, Subsidiaryor Affiliate of the Company) owning more than 50% of the combined voting powerof all classes of stock of the Company.
Section 1.2       - Option
“Option” shall mean the non-qualified option to purchase Common Stock of theCompany granted under this Agreement.
Section 1.3       - Plan
          “Plan”shall mean The 1999 Equity Participation Plan of GoldenTelecom, Inc.
Section 1.4       - Secretary
          “Secretary”shall mean the Secretary of the Company or suchperson’s designee.
Section 1.5       - Termination of Employment
          “Terminationof Employment” shall mean the time when theemployee-employer relationship between the Optionee and the Company or anySubsidiary is terminated for any reason, with or without cause, including, butnot by way of limitation, a termination by resignation, discharge, death,disability or retirement; but excluding (i) terminations where there is asimultaneous reemployment or continuing employment of the Optionee by theCompany or any Subsidiary, (ii) at the discretion of the Committee, terminationswhich result in a temporary severance of the employee-employer relationship, and(iii) at the discretion of the Committee, terminations which are followed by thesimultaneous establishment of a consulting relationship by the Company or aSubsidiary with the former employee. The Committee, in its absolute discretion,shall determine the effect of all matters and questions relating to Terminationof Employment, including, but not by way of limitation, the question of whethera Termination of Employment resulted from a discharge for good cause, and allquestions of whether particular leaves of absence constitute Terminations ofEmployment. Notwithstanding any other provision of this Agreement or of thePlan, the Company or any Subsidiary has an absolute and unrestricted right toterminate the Optionee’s employment at any time for any reason whatsoever, withor without cause, except to the extent expressly provided otherwise in writing.
ARTICLE II.
GRANT OF OPTION
Section 2.1.       - Grant of Option
          Inconsideration of the Optionee’s agreement to remain in theemploy of the Company or its Subsidiaries and for other good and valuableconsideration, on the date hereof the Company irrevocably grants to the Optioneethe 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 Stockupon the terms and conditions set forth in this Agreement.
 

 

Section 2.2.       - Purchase Price
          Thepurchase price of the shares of stock covered by theOption shall be {{Stock_price}} per share without commission or other charge.
     Section 2.3. - Adjustments in Option
          TheCommittee shall make adjustments with respect to theOption 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 firstanniversary of the date of the Option grant, and 1/36 of each Option shall vestand become exercisable on each monthly anniversary of the date of grantthereafter, subject to the Optionee’s continuous employment.
          (b) No portion of the Option, which is unexercisable atTermination of Employment, shall thereafter become exercisable.
          (c) Notwithstanding the provisions of Section 3.1(a) and inaccordance with Sections 9.3(b)(vii) and 9.3(b)(iii) of the Plan, the Optionshall vest in full and become exercisable upon a Change of Control untilexpiration 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 shallremain 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 afterthe first to occur of the following events:
          (a) The expiration of ten years from the date the Option wasgranted; or
          (b) The expiration of eighteen months from the date of theOptionee’s Termination of Employment other than by reason of Optionee’sdisability or death, unless the Optionee dies within such period, or by reasonof Optionee’s Termination of Employment for cause; or
 

 

          (c) The expiration of one year from the date of the Optionee’sTermination of Employment by reason of Optionee’s disability; or
          (d) The expiration of one year from the date of the Optionee’sdeath; or
          (e) The expiration of three months from the date of theOptionee’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 (orOptionee’s transferee pursuant to Section 5.2(b)) may exercise the Option or anyportion thereof. After the death of the Optionee, any exercisable portion of theOption may, prior to the time when the Option becomes unexercisable underSection 3.3, be exercised by Optionee’s personal representative or by any personempowered to do so under the deceased Optionee’s will or under the thenapplicable laws of descent and distribution.
Section 4.2.       - Partial Exercise
          Any exercisable portion of the Option or the entire Option, ifthen wholly exercisable, may be exercised in whole or in part at any time priorto the time when the Option or portion thereof becomes unexercisable underSection 3.3; provided, however, that each partial exercise shall be for not lessthan 10 shares (or the minimum installment set forth in Section 3.1, if asmaller number of shares) and shall be for whole shares only.
Section 4.3.       - Manner of Exercise
          The Option, or any exercisable portion thereof, may beexercised solely by delivery to the Company of all of the following prior to thetime when the Option or such portion becomes unexercisable under Section 3.3:
          (a) A written notice complying with the applicable rulesestablished by the Committee stating that the Option, or a portion thereof, isexercised. The notice shall be signed by the Optionee or other person thenentitled to exercise the Option or such portion; and
          (b) Full payment for the shares with respect to which theOption, or portion thereof, is exercised:
            (i) in cash or cash equivalents;
            (ii) through the delivery of shares of Common Stockwhich have been owned by the Optionee for at least six months, dulyendorsed for transfer to the Company with a Fair Market Value on thedate of delivery equal to the aggregate exercise price of the Option orexercised portion thereof;
 

 

            (iii) by delivering a written direction to theCompany that the Option be exercised pursuant to a “cashless”exercise/sale procedure through a licensed broker acceptable to theCompany whereby the stock certificate or certificates for the sharesfor which the Option is exercised will be delivered to such broker asthe agent for the person exercising the Option and the broker willdeliver to the Company cash (or cash equivalents acceptable to theCompany) equal to the option price for the Shares purchased pursuant tothe exercise of the Option, plus the amount (if any) of Federal andother taxes that the Company may, in its judgment, be required towithhold 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 aform satisfactory to the Committee, signed by the Optionee or other person thenentitled to exercise such Option or portion, stating that the shares of stockare being acquired for such person’s own account, for investment and without anypresent intention of distributing or reselling said shares or any of them exceptas may be permitted under the Securities Act and then applicable rules andregulations thereunder, and that the Optionee or other person then entitled toexercise such Option or portion will indemnify the Company against and hold itfree and harmless from any loss, damage, expense or liability resulting to theCompany if any sale or distribution of the shares by such person is contrary tothe representation and agreement referred to above. The Committee may, in itsabsolute discretion, take whatever additional actions it deems appropriate toinsure the observance and performance of such representation and agreement andto effect compliance with the Securities Act and any other federal or statesecurities laws or regulations. Without limiting the generality of theforegoing, the Committee may require an opinion of counsel acceptable to it tothe effect that any subsequent transfer of shares acquired on an Option exercisedoes not violate the Securities Act, and may issue stop-transfer orders coveringsuch shares. Share certificates evidencing stock issued on exercise of thisOption shall bear an appropriate legend referring to the provisions of thissubsection (c) and the agreements herein. The written representation andagreement referred to in the first sentence of this subsection (c) shall,however, not be required if the shares to be issued pursuant to such exercisehave been registered under the Securities Act, and such registration is theneffective in respect of such shares; and
          (d) In the event the Option or portion shall be exercisedpursuant 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 becomesincludable in the gross income of the Optionee for applicable income taxpurposes with respect to any Option, the Optionee shall pay to the Company ormake arrangements satisfactory to the Committee regarding the payment of anyfederal, state or local (or applicable foreign) taxes of any kind required bylaw to be withheld with respect to such amount. Unless otherwise determined bythe Committee, the minimum required withholding obligations may be settled withCommon Stock (held with no restrictions), including Common Stock that is part ofthe Option that gives rise to
 

 

the withholding requirement. The obligations of the Company under the Plan shallbe conditional upon such payment or arrangements and the Company shall to theextent permitted by law have the right to deduct any such taxes from any paymentof 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 theOption, or any portion thereof, may be either previously authorized but unissuedshares or issued shares which have then been reacquired by the Company. Suchshares shall be fully paid and nonassessable. The Company shall not be requiredto issue or deliver any certificate or certificates for shares of stockpurchased upon the exercise of the Option or portion thereof prior tofulfillment of all of the following conditions:
          (a) The admission of such shares to listing on all stockexchanges on which such class of stock is then listed; and
          (b) The completion of any registration or other qualificationof such shares under any state or federal law or under rulings or regulations ofthe Securities and Exchange Commission or of any other governmental regulatorybody, which the Committee shall, in its absolute discretion, deem necessary oradvisable; and
          (c) The obtaining of any approval or other clearance from anystate or federal governmental agency which the Committee shall, in its absolutediscretion, determine to be necessary or advisable; and
          (d) The receipt by the Company of full payment for suchshares, including payment of all amounts which, under federal, state or local(or applicable foreign) tax law, the Company (or other employer corporation) isrequired to withhold upon exercise of the Option; and
          (e) The lapse of such reasonable period of time following theexercise of the Option as the Committee may from time to time establish forreasons of administrative convenience.
Section 4.6.       - Rights as Shareholder
          The holder of the Option shall not be, nor have any of therights or privileges of, a shareholder of the Company in respect of any sharespurchasable upon the exercise of any part of the Option unless and untilcertificates representing such shares shall have been issued by the Company tosuch holder.
ARTICLE V.
OTHER PROVISIONS
Section 5.1.       - Administration
 

 

          The Committee shall have the power to interpret the Plan andthis Agreement and to adopt such rules for the administration, interpretationand application of the Plan as are consistent therewith and to interpret, amendor revoke any such rules. All actions taken and all interpretations anddeterminations made by the Committee in good faith shall be final and bindingupon the Optionee, the Company and all other interested persons. No member ofthe Committee shall be personally liable for any action, determination orinterpretation made in good faith with respect to the Plan or the Option. In itsabsolute discretion, the Board may at any time and from time to time exerciseany and all rights and duties of the Committee under the Plan and this Agreementexcept with respect to matters which under Rule 16b-3 or Section 162(m) of theCode, or any regulations or rules issued thereunder, are required to bedetermined in the sole discretion of the Committee.
Section 5.2.       - Option Not Transferable
          (a) Neither the Option nor any interest or right therein orpart thereof shall be sold, pledged, assigned, or transferred in any mannerother than by will or the laws of descent and distribution, unless and untilsuch Option has been exercised, or the shares underlying such Option have beenissued, and all restrictions applicable to such shares have lapsed. Neither theOption nor any interest or right therein or part thereof shall be liable for thedebts, contracts or engagements of the Optionee or his successors in interest orshall be subject to disposition by transfer, alienation, anticipation, pledge,encumbrance, assignment or any other means whether such disposition be voluntaryor involuntary or by operation of law by judgment, levy, attachment, garnishmentor any other legal or equitable proceedings (including bankruptcy), and anyattempted disposition thereof shall be null and void and of no effect, except tothe extent that such disposition is permitted by the preceding sentence.
          (b) Notwithstanding the foregoing, the Administrator, in itssole discretion, may permit Optionee upon Optionee’s written request to transferthe Option to a member of the Optionee’s immediate family, as defined in Rule16a-1 under the Exchange Act, or to a trust for the exclusive benefit of, or anyother entity owned solely by, such members, provided that, such transfer must bein writing, by gift, and without the receipt of any consideration and providedfurther, that an Option that has been so transferred shall continue to besubject to all of the terms and conditions of this Agreement as applicable tothe original Optionee, and the transferee shall execute any and all suchdocuments requested by the Administrator in connection with the transfer,including without limitation such documents needed to evidence the transfer andto satisfy any requirements for an exemption for the transfer under applicablefederal and state securities laws.
Section 5.3.       - Shares to Be Reserved
          The Company shall at all times during the term of the Optionreserve and keep available such number of shares of stock as will be sufficientto satisfy the requirements of this Agreement.
Section 5.4.       - Notices
          Any notice to be given under the terms of this Award Agreementwill be deemed
 

 

provided and delivered to the intended recipient when (i) delivered in person byhand; or (ii) three days after being sent via U.S. certified mail, returnreceipt requested; or (iii) the day after being sent via overnight courier, ineach case provided such notice is properly addressed to the following addressand enclosed in a properly sealed envelope or wrapper, and with all postage andsimilar fees having been paid in advance:   If to the Company: Golden Telecom, Inc.