STOCK APPRECIATION RIGHTS AWARD AGREEMENT
GOLDEN TELECOM, INC.
2005 STOCK APPRECIATION RIGHTS PLAN
STOCK APPRECIATION RIGHTS AWARD AGREEMENT
To:
Date:
Golden Telecom, Inc. (the “Company”), pursuant to the Golden Telecom, Inc. 2005 Stock Appreciation Rights 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:
Date of Expiration: [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] |
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| • | Base Value Per Share: $26.808 |
| 2.) SARs Subject to Time Vesting: [insert # equal to 75% of total] |
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| • 1st anniversary of the date of grant – [insert # equal to 1/3] |
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| • | Premium Base Value Per Share: $28.148 |
| • | 2nd anniversary of the date of grant — [insert # equal to 1/3] |
| • | Premium Base Value Per Share: $29.556 |
| • | 3rd anniversary of the date of grant - [insert # equal to 1/3] |
| • | Premium Base Value Per Share: $31.033 | |||
| Vesting Schedule: Stock Appreciation Rights Awards shall vest in the amounts set forth above as follows: | ||||
Performance Vesting. Vesting of the Performance Vesting portion of the SAR Award shall vest in full only upon the Company’s Common Stock achieving a closing trading price of at least 50$ per share for thirty (30) consecutive days as determined in the sole discretion of the Company. If the Company’s Common Stock does not achieve a closing trading price of at least 50$ 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 the Company as of each such anniversary date.
Settlement:
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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 and/or shares of Common Stock 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. In connection with your exercise of this Award, you may notify the Company of your election to receive some or all of your Stock Appreciation Rights received in cash and/or Common Stock of the Company. If you do not make an election, the Company shall exercise its discretion to settle the Stock Appreciation Rights so exercised by you in cash and/or Common Stock in its discretion. |
Notwithstanding the foregoing, if the Board is unable to secure shareholder approval of the Plan, this Award shall be settled in cash without regard to a Grantee’s election to receive stock pursuant to his or her Stock Appreciation Rights Award Agreement.
Exercisability:
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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. |
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Withholding:
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The Company shall be entitled to withhold from any settlement of Stock Appreciation Rights Awards under the Plan the cash necessary to cover applicable income and payroll taxes and, if the amount of such withholding is insufficient, the Company may require you or your beneficiary to pay to the Company the amount required to be withheld in taxes. |
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Award Not a Service Contract: |
Nothing in your Award shall be deemed to create in any way whatsoever any obligation on your part to continue in the employ of the Company or a subsidiary, or of the Company or a subsidiary to continue your employment. In addition, nothing in your Award shall obligate the Company or a subsidiary, their respective shareholders, Boards of Directors, Officers or Employees to continue any relationship that you might have as an Employee of the Company or a subsidiary. |
This Agreement is an integral part of the Employee’s employment agreement with the Company.
Notices:
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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 the Company to you, at your address as shown in the Company’s records. |
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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. |
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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. 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 the Company may not pay benefits under the Plan to the designee named and the benefit would pass to your estate under applicable law. You may change your beneficiary designation at any time, subject to the restrictions provided above, by doing so in writing and submitting such written notice to the Company, 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].” |
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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 the Company 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 |
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| acknowledges receipt of, and understands and agrees to, this Award notice and the |
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| Plan. The undersigned further acknowledges that as of the date of each such |
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| Award, this notice and the Plan set forth the entire understanding between you and |
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| the Company regarding the acquisition of the rights conferred by the Plan and |
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| supersede all prior oral and written agreements on that subject with the exception |
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| of Awards previously granted and delivered to you under the Plan. |
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Golden Telecom, Inc.
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Grantee: | |||||
By:
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Title:
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Signature | Date: | Signature |
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Date:
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Beneficiary Designation:
Name Address
Attachment: Golden Telecom, Inc. 2005 Stock Appreciation Rights Plan
