EXERCISED UNITS),
MULTIPLIED BY THE AGREED PRICE (AS DEFINED BELOW), MINUS THE AGGREGATE EXERCISE
PRICE (AS DEFINED BELOW). IF SUCH PAYMENT IS MADE BY ZAO "CTC" IN RUSSIAN
ROUBLES, THEN THE AMOUNT OF SUCH PAYMENT SHALL INCLUDE FULL GROSS-UP TAKING INTO
ACCOUNT ANY EXCHANGE COMMISSION, BANK FEES, CURRENCY FLUCTUATION AND OTHER
SIMILAR FACTORS TO ENSURE THAT RODNYANSKY RECEIVES, AS A RESULT OF SUCH PAYMENT,
A NET AMOUNT REPRESENTING THE SUM IN UNITED STATES DOLLARS DERIVED FROM THE
ABOVE CALCULATION.
FURTHERMORE, SUCH PAYMENT, IF MADE BY ZAO "CTC", SHALL
INCLUDE AN ADDITIONAL AMOUNT EQUAL TO $58,997.54 WHICH, AS THE COMPANY AND
RODNYANSKY AGREE, SHALL FAIRLY REPRESENT INTEREST WHICH WOULD HAVE OTHERWISE
ACCRUED ON THE 13% OF THE SUCH PAYMENT THAT ZAO "CTC" (BEING A TAX AGENT UNDER
RUSSIAN FISCAL LAWS) HAS TO WITHHOLD AS PERSONAL INCOME TAX OF RODNYANSKY. FOR
AVOIDANCE OF ANY DOUBT, RODNYANSKY REPRESENTS TO THE COMPANY THAT AT THE DATE
HEREOF HE IS A TAX RESIDENT IN THE RUSSIAN FEDERATION FOR THE PURPOSES OF
PERSONAL INCOME TAXATION.
4.
MR. RODNYANSKY HEREBY AGREES TO PAY THE
AGGREGATE EXERCISE PRICE IN RESPECT OF THE 1,036,266 TRANCHE 1 UNITS AND THE
3,108,800 TRANCHE 2 UNITS IN CASH.
THE PARTIES HEREBY AGREE THAT SUCH PAYMENT
SHALL BE MADE BY WAY OF OFFSET AND DEDUCTION BY THE COMPANY FROM THE CASH
PAYMENT DUE TO MR. RODNYANSKY HEREUNDER, AS SET FORTH IN SECTION 3(B) ABOVE.
5.
FOR PURPOSES HEREOF, "AGGREGATE
EXERCISE PRICE" SHALL MEAN:
$6,797,908.54 (WHICH REPRESENTS THE EXERCISE PRICE
IN RESPECT OF ALL EXERCISED UNITS, WHETHER SETTLED IN STOCK (PURSUANT TO
SECTION 3(A)) OR CASH (PURSUANT TO SECTION 3(B)), AND IS CALCULATED AS FOLLOWS:
(A) 1,036,266 TRANCHE 1 UNITS MULTIPLIED BY $1.19, PLUS (B) 3,108,800 UNITS
MULTIPLIED BY $1.79).
6.
FOR PURPOSES HEREOF, "AGREED PRICE"
SHALL MEAN $15.7927 (BEING THE AVERAGE OF THE CLOSING PRICE ON THE NASDAQ GLOBAL
SELECT MARKET OF ONE SHARE OF THE COMPANY'S COMMON STOCK ON THE 30 TRADING DAYS
ENDING DECEMBER 16, 2009).
7.
THE COMPANY AGREES THAT IT SHALL MAKE
THE ISSUANCE AND PAYMENT PROVIDED FOR IN SECTION 3 ABOVE BY NO LATER THAN
DECEMBER 31, 2009. IF THE PAYMENT IS MADE BY ZAO "CTC", THEN THE COMPANY AGREES
TO USE COMMERCIALLY REASONABLE EFFORTS TO CAUSE ZAO "CTC" TO PAY BY NO LATER
THAN DECEMBER 28, 2009.
8.
IF THE PAYMENT OF THE CASH AMOUNTS DUE
FROM THE COMPANY TO RODNYANSKY PURSUANT TO SECTION 3 (B) ABOVE IS MADE BY ZAO
"CTC", THEN IN ORDER TO EFFECTUATE SUCH PAYMENT RODNYANSKY HEREBY AGREES TO
EXECUTE, AND THE COMPANY HEREBY AGREES TO CAUSE ZAO "CTC" TO EXECUTE, A DONATION
AGREEMENT IN THE FORM ATTACHED HERETO AS EXHIBIT A. SUBJECT TO SECTION 9 BELOW,
FULL DISCHARGE BY ZAO "CTC" OF ITS PAYMENT OBLIGATIONS UNDER THE DONATION
2
AGREEMENT SHALL REPRESENT FULL DISCHARGE OF THE COMPANY'S OBLIGATIONS UNDER
SECTION 3(B) OF THIS AMENDMENT NO. 1.
9.
SHOULD THE DONATION AGREEMENT BETWEEN
RODNYANSKY AND ZAO "CTC" BE DECLARED NULL AND VOID AS A MATTER OF RUSSIAN LAW,
THEN THE COMPANY HEREBY