extent that an option is not fully vested as of the Separation Date,
the Executive shall continue to vest under the Option Agreements up to and
including March 31, 2009 and (ii) the Executive shall be permitted to exercise
the options provided for under the Option Agreements up to and including
June 29, 2009 in accordance with the terms of the Option Agreements.
For
purposes hereof, "Option Agreements" shall mean (i) the Notice of Grant of Stock
Option granted by the Company to the Executive on April 28, 2005 and the related
Stock Option Agreement; and (ii) the Stock Option Agreement dated July 14, 2006
between the Company and the Executive.
(d)
The Company shall pay the Executive for any vacation days that
accrued in accordance with the Employment Agreement but were not taken as of the
Separation Date.
Such payment shall be based on the Executive's base annual
salary for 2008 of RUR 9,625,000.
The Executive acknowledges and agrees that, other than the Separation Benefits,
from the Separation Date, the Executive is entitled to no other salary, bonus,
consideration and/or benefits under the Employment Agreement or any other
employment agreement between the Executive and any of the Company's direct or
indirect subsidiaries (together with the Company, collectively, the "Group").
It is acknowledged that in accordance with Russian law those Russian members of
the Group that employ the Executive may be required to enter into agreements
with the Executive regarding the termination of his employment with such Group
members.
To the extent that Russian law requires any member of the Group to
make any severance, separation or termination payments to the Executive pursuant
to such
2
agreements or otherwise, the aggregate amount of such payments shall be deducted
from the payment to be made to the Executive pursuant to Section 4(a) above.
4.
CONFIDENTIAL INFORMATION.
THE EXECUTIVE ACKNOWLEDGES HIS
OBLIGATION TO KEEP CONFIDENTIAL ALL NON-PUBLIC INFORMATION CONCERNING THE GROUP
WHICH HE ACQUIRED DURING THE COURSE OF HIS EMPLOYMENT WITH THE COMPANY, AS
STATED MORE FULLY IN SECTION 7 OF THE EMPLOYMENT AGREEMENT, WHICH REMAINS IN
FULL FORCE AND EFFECT.
THE EXECUTIVE FURTHER ACKNOWLEDGES AND AGREES THAT SUCH
OBLIGATION SHALL CONTINUE IN FULL FORCE AND EFFECT BOTH DURING AND AFTER THE
SEPARATION DATE.
5.
RETURN OF COMPANY PROPERTY.
SUBJECT TO SECTION 3(B) HEREOF AND
OTHER THAN THE MOBILE PHONE BEING USED BY THE EXECUTIVE AS OF THE SEPARATION
DATE, THE EXECUTIVE AGREES TO RETURN ON OR BEFORE THE SEPARATION DATE ALL
EQUIPMENT AND PROPERTY BELONGING TO THE GROUP INCLUDING, BUT NOT LIMITED TO, ANY
GROUP CREDIT CARD (AND TO BE RESPONSIBLE FOR ALL NON-BUSINESS RELATED EXPENSES).
6.
NON-COMPETITION AND NON-SOLICITATION.
THE EXECUTIVE ACKNOWLEDGES
HIS OBLIGATIONS TO COMPLY WITH THE NON-COMPETITION AND NON-SOLICITATION
PROVISIONS SET FORTH IN SECTION 6 OF THE EMPLOYMENT AGREEMENT, WHICH REMAIN IN
FULL FORCE AND EFFECT; PROVIDED, HOWEVER, THAT THE COMPANY AGREES THAT THE
NON-COMPETE PROVISIONS OF SECTION 6(A)(I) OF THE EMPLOYMENT AGREEMENT SHALL
CONTINUE IN EFFECT ONLY THROUGH AND UP TO MARCH 31, 2009.
THE EXECUTIVE