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EXHIBIT 10.12
GOLDEN TELECOM GROUP INC.
EMPLOYMENT AGREEMENT
THIS AGREEMENT is made and entered into as of the twelfth day of
January, 2000 by and between Golden Telecom Group, Inc., a Delaware corporation
(the "Corporation"), and __________, an adult citizen of _______________________
(the "Employee").
WHEREAS, the Corporation is a wholly-owned subsidiary of Golden
Telecom, Inc. ("GTI") and a subsidiary of Global TeleSystems Inc.;
WHEREAS, the Employee has substantial experience in the practice of
international corporate law;
WHEREAS, the Corporation desires to employ the Employee and the
Employee desires to be employed by the Corporation, subject to the terms and
provisions of this employment agreement (the "Agreement");
WHEREAS, the Employee agrees to the termination as at 11 January, 2000
of his Employment Agreement with GTS Group Inc. ("GTS"), dated 1 August 1998,
and has signed the Amendment to Non-Statutory Stock Option Agreement, which is
incorporated by reference herein as Attachment A;
NOW THEREFORE, the Corporation and Employee mutually agree as follows:
1. EMPLOYMENT.
(a) The Corporation hereby employs the Employee, and the Employee
hereby accepts employment, on the terms and conditions set forth herein and in
the foreign assignment letter, which is incorporated by reference herein as
Attachment B.
(b) The Employee shall initially be given the position of
__________________ and seconded to Golden TeleServices Inc. in the capacity of
__________________, based in Moscow, but may from time to time be given such
title or be requested to perform such duties and exercise such power and
authority commensurate with the Employee's position as may be delegated to the
Employee by the Chief Executive Officer or the Board of Directors of the
Corporation.
(c) The Employee shall devote all necessary business time and
attention, and employ Employee's best efforts, toward the fulfillment and
execution of all assigned duties, and the satisfaction of defined annual,
quarterly and/or longer-term performance criteria.
2. TERM.
(a) The terms of this Agreement are effective as of the twelfth day of
January, 2000 and shall continue unless terminated in accordance with Section 10
herein.
(b) The Corporation reserves the right to pay the Employee in lieu of
any period of notice in accordance with the terms of this Agreement and as set
out in Section 11.
(c) Further, the Corporation reserves the right to require the Employee
not to attend the Corporation's premises or the premises of the Employees
business unit or to provide the Employee with alternative work of a broadly
similar nature to the work the Employee normally performs, during any period of
suspension or whilst the Employee is under notice of termination (served either
by the Corporation or the Employee) provided that the Employee continues to be
paid the salary and benefits to
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which the Employee is entitled under this Agreement and further provided that
the period of any such requirement does not exceed six months.
3. CONTINUITY OF SERVICE.
The Corporation confirms that the Employee's service under his previous
Employment Agreements with GTS, dated __________ 1997 and _________ 1998, shall
continue under this Agreement.
4. COMPENSATION.
(a) Commencing on the date hereof and continuing thereafter unless
adjusted as set forth herein, the Employee shall be paid the base salary per
annum of ____________ ($_____), payable in accordance with the Corporation's
customary payroll practices.
(b) On an annual basis the Corporation shall review the salary of the
Employee and shall consider, based upon the Employee's performance and the
Corporation's financial position, potential salary increase adjustments to the
Employee's base salary as the Corporation shall, in its sole and absolute
discretion, deem appropriate.
(c) For the purposes of this Agreement, "Salary" shall mean all
payments by the Corporation to the Employee pursuant to this Section "4".
5. BONUS. In addition to Salary, the Corporation may pay to the Employee
performance-based, incentive compensation ("Bonus") with a target of __% of the
Employee's base salary, to be paid quarterly, and subject to the sole and
absolute discretion of the Corporation. The actual amount of the quarterly
payment will be linked to the overall performance of GTI, the performance of the
Employee's business unit and to the achievement of personal objectives.
6. EQUITY PARTICIPATION PLAN. GTI has adopted the 1999 Equity
Participation Plan of Golden Telecom Inc. (the "Plan") for its eligible
employees and the employees of its affiliates, including the Corporation.
Subject to (i) the provisions of the Plan, a copy of which is attached hereto as
Attachment C, (ii) the execution and delivery by GTI and the Employee of a
non-qualified stock option agreement (the "Non-Qualified Stock Option
Agreement") - Attachment D, (iii) the execution and delivery by GTI and the
Employee of a restricted stock agreement (the "Restricted Stock Agreement") -
Attachment E and (iv) the signing by the Employee of the Amendment to
Non-Statutory Stock Option Agreement - Attachment A, GTI will grant to the
Employee options to purchase common stock of GTI as set forth in the
Non-Qualified Stock Option Agreement and will issue to the Employee shares of
its common stock as set forth in the Restricted Stock Agreement.
7. BENEFITS.
(a) During the Term of this Agreement, Employee shall be entitled to
receive such benefits and to participate in such employee group benefit plans,
as are generally provided by the Corporation to its employees of comparable
level and responsibility in accordance with the plans, practices and programs of
the Corporation.
(b) For purposes of this Agreement, the term "Benefits" shall not
include the Plan or any other stock oriented or long-term compensation plans,
the Option Agreements or any other stock option agreements, Salary, Bonuses or
expatriate specific benefits in which the Employee may participate or for which
Employee may be eligible during the term hereof.
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8. EXPENSE REIMBURSEMENT. During the term of employment, the Corporation
shall reimburse the Employee for all reasonable and necessary expenses incurred
by the Employee in connection with the performance of Employee's duties as an
employee of the Corporation. Such reimbursement is subject to the submission to
the Corporation by the Employee of appropriate documentation and/or vouchers in
accordance with the customary procedures of the Corporation for expense
reimbursement, as such procedures may be revised by the Corporation from time to
time hereafter.
9. VACATION. During each of the Corporation's fiscal years during the term
of employment, Employee shall be entitled to vacation in accordance with the
Corporation's practice, which currently totals four (4) weeks maximum,
calculated on the basis of one week for each three months of service. Vacation
days will be administered in accordance with company policy and will not
carry-over or accumulate from year to year without the prior written consent of
the Director, Human Resources.
10. TERMINATION.
(a) The Corporation shall have "Cause" to terminate Employee's
employment hereunder upon Employee's
(i) failure to follow a legal order of the Board or the Chief
Executive Officer of the Corporation, other than any such failure resulting from
Employee's disability, after notice and reasonable opportunity for cure,
(ii) fraud, embezzlement, or any other similar illegal act
committed by the Employee in connection with the Employee's duties as an
employee of the Corporation or any subsidiary or affiliate or parent, direct or
indirect, of the Corporation,
(iii) conviction of any felony or crime involving moral
turpitude which causes or may reasonably be expected to cause substantial
economic injury to or substantial injury to the reputation of the Corporation or
any subsidiary or affiliate or parent, direct or indirect, of the Corporation,
(iv) willful or grossly negligent commission of any other act
which causes or may reasonably be expected (as of the time of such occurrence)
to cause substantial economic injury to or substantial injury to the reputation
of the Corporation or any subsidiary or affiliate or parent, direct or indirect,
including GTS, of the Corporation, including, without limitation, any violation
of the Foreign Corrupt Practices Act, as described herein below.
(b) Termination by Reason of Total Disability. Notwithstanding anything
to the contrary in this Agreement, the Corporation shall at all times have the
right to terminate this Agreement and the employment of the Employee immediately
by delivering written notice to the Employee if the Employee experiences a Total
Disability. For the purpose of this Agreement, the term "Total Disability" means
any mental or physical illness, condition, disability or incapacity that:
(i ) prevents the Executive from discharging essential job
responsibilities and employment duties;
(ii) shall be attested to in writing by a physician or a group
of physicians acceptable to the Corporation; and
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(iii) continues for period of 90 consecutive days in any
twelve (12) month period.
A Total Disability shall be deemed to have occurred on the last day of such
applicable 90-day period, and shall be determined in accordance with applicable
law relating to disability.
(c) Termination by Reason of Death. This Agreement shall terminate
immediately upon the death of the Employee.
(d) Voluntary Resignation. The Employee may terminate the Agreement at
any time by giving ninety (90) days' prior written notice to the Corporation
(the "Employee's Notice Period"). Upon receipt of such notice to the
Corporation, the Corporation, in its sole and absolute discretion, may either
continue to employ the Employee during all or part of the Employee's Notice
Period, or may continue to pay the Employee's Salary and continue Benefits
during the Employee's Notice Period in lieu of continued employment. Failure of
the Employee to provide the notice set forth herein shall be deemed a breach of
this Agreement by the Employee and permit the Corporation to terminate
Employee's employment immediately for Cause.
(e) Termination Without Cause. The Corporation may terminate the
Employee's employment at any time, for any reason, by providing Employee with
ninety (90) days prior written notice (the "Corporation's Notice Period"). Upon
providing such notice to the Employee, the Corporation, in its sole and absolute
discretion, may either continue to employ the Employee during all or part of the
Corporation's Notice Period, or may continue to pay the Employee's Salary and
continue Benefits during the Corporation's Notice Period in lieu of continued
employment.
(f) On the termination of the Employee's employment for whatever
reason, the Employee shall upon the request of the Company immediately resign
from all or any offices the Employee holds in the Corporation and all
trusteeships held by the Employee of any pension scheme or other trust
established by the Corporation without prejudice to any other rights accruing to
either party hereto and without claim for compensation. The Employee hereby
irrevocably and by way of security appoints the Company and each affiliate,
subsidiary and Parent Corporation now or in the future existing to be the
Employee's attorney in the Employee's name and on the Employee's behalf and as
the Employee's act and deed to sign, execute and do all acts, things and
documents which are necessary to effect such resignation and to satisfy such
acts, things and documents signed, executed or done in pursuant of this power.
11. PAYMENTS UPON TERMINATION.
(a) Payment. Except as specifically set forth herein, all payments to
be made under the terms of this Section may be made, in the Corporation's sole
and absolute discretion, either in one lump-sum payment at the beginning of the
termination period or in installments over the term of the period covered by the
payment paid in accordance with the Corporation's customary payroll practices.
(b) Termination For Cause. In the event that the Employee's employment
under this Agreement is terminated for Cause, the Corporation shall have no
obligation to pay the Salary or provide any other compensation or Benefits
provided under this Agreement to, or for the benefit of, 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 the Corporation shall
promptly pay (i) all Salary earned by the Employee prior to the date of such
termination, (ii) any Benefits under any plans of the Corporation in which the
Employee is a participant to the full extent of the Employee's rights under such
plans prior to termination, and (iii) reimbursement of any appropriate business
and/or entertainment expenses
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incurred by the Employee prior to termination and properly submitted to the
Corporation.
(c) Termination by Reason of Total Disability. In the event that the
Employee's employment under this Agreement is terminated by reason of Total
Disability, the Corporation shall have no obligation to pay the Salary provided
under this Agreement to or for the benefit of the Employee for any period after
the date of such termination; provided, however, that the Corporation shall
promptly pay to the Employee (i) all Salary earned by the Employee prior to the
date of such termination, (ii) the pro rata share of any Bonus for the fiscal
year in which the total disability occurred, (iii) any Benefits under any plans
of the Corporation in which the Employee is a participant to the full extent of
the Employee's rights under such plans, and (iv) reimbursement of appropriate
business and/or entertainment expenses incurred by the Employee prior to such
termination and properly submitted to the Corporation, each such item to be paid
to the date of such termination with the exception of disability benefits, which
shall continue to be paid from the Corporation's insured or self-insured
long-term disability plan, as the case may be, for the period specified in such
plan. In the event there is a period of time during which the Employee is not
being paid Salary and not receiving long-term disability payments for any
reason, and conditioned upon the Employee or Employee's representative
immediately notifying the Corporation in writing, the Compensation Committee of
the Board of Directors ("Compensation Committee") shall make all necessary
inquiries and shall decide in its sole and absolute discretion whether the
Corporation shall make interim payments to the Employee until the commencement
of payments under the long-term disability plan.
(d) Termination by Reason of Death. If Employee dies during Employee's
employment pursuant to this Agreement, the Corporation shall have no obligation
to pay the Salary provided under this Agreement to or for the benefit of the
Employee for any period after the date of the Employee's death; provided,
however, that the Corporation shall promptly pay to the Employee's designated
beneficiary, to the degree earned but not paid prior to the date of the
Employee's death: (i) all Salary; (ii) the pro rata share of any Bonus for the
fiscal year in which the death occurred; (iii) any Benefits under any plans of
the Corporation in which the Employee is a participant 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 the Employee and properly
submitted.
(e) Voluntary Resignation. In the event that the Employee resigns
voluntarily from Employee's employment with the Corporation, the Corporation
shall have no obligation to pay the Salary provided under this Agreement to or
for the benefit of the Employee for any period after the end of the expiration
of Employee's Notice Period, or after the termination date if the Corporation
elects to terminate the employee and actually makes payments in lieu of
employment during the Employee's Notice Period; provided, however, that the
Corporation shall promptly pay upon termination: (i) all Salary earned by the
Employee prior to the expiration of the Employee's Notice Period; (ii) any
Benefits under any plans of the Corporation in which the Employee is a
participant to the full extent of the Employee's rights under such plans prior
to the expiration of the Employee's Notice Period, provided, however, that such
Benefits shall cease upon Employee's receipt of comparable benefits under, or
coverage under, any plans provided by a new employer and (iii) reimbursement of
any appropriate business and/or entertainment expenses incurred by the Employee
through the end of said notice period and properly submitted.
(f) Termination Without Cause. In the event the Corporation terminates
this Agreement and the Employee's employment without Cause:
(i) the Corporation shall promptly pay or provide to the
Employee, to the extent earned prior to the date of such termination: (A) all
Salary; (B) the pro rata share of any Bonuses for the fiscal year in which the
termination occurred; (C) any Benefits under any plans of the Corporation in
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which the Employee is a participant to the full extent of the Employee's rights
under such plans prior to termination, except as noted in Section 11(f)(ii)(B)
below and (D) reimbursement of any appropriate business and/or entertainment
expenses incurred by the Employee prior to such termination and properly
submitted to the Corporation;
(ii) subject to the Corporation's receipt from the employee of
a general release in its customary form, the Corporation shall also pay to the
Employee in accordance with the normal payroll schedule:
(A) an amount equal to the Employee's Salary at its
then-current rate for a period equal to six (6) months, plus any amount to be
paid to Employee as a cash payout of Salary due to Employee for that portion of
the Corporation's Notice Period that the Corporation shall elect to pay out
pursuant to Section 10(e) hereof;
(B) the cost of continuing all medical, dental, 401(k)
plans or retirement Benefits during the period determined in accordance with
Section 11(f)(ii)(A) above; provided, however, that such Benefits shall cease
upon Employee's receipt of comparable benefits under, or coverage under, any
plans provided by a new employer.
12. COVENANTS OF THE EMPLOYEE. In order to induce the Corporation to enter
into this Agreement and employ the Employee, the Employee hereby covenants and
agrees as follows:
(a) During the term of this Agreement, and for a period equal to six
(6) months thereafter, the Employee shall not, without the prior written consent
of the Corporation, directly or indirectly through any other person or entity,
own, acquire in any manner any ownership interest in (except purely passive
investments amounting to no more than five percent (5%) of the voting equity),
or serve as a director, officer, employee, counsel or consultant of any person,
firm, partnership, corporation, consortium, association or other entity that
competes with the Corporation or any of its direct or indirect affiliates,
parents, including GTS, or subsidiaries, in any geographic market in which the
Corporation or its direct or indirect affiliates, including GTS, or
subsidiaries, either (A) offers or provides telecommunications services to
customers; (B) operates or manages a provider of telecommunications services;
(C) has investments in a provider of telecommunications services or (D), to the
Employee's knowledge, has plans to either operate a telecommunications carrier,
offer a telecommunications service, or invest in a telecommunications carrier
within such six (6) months period;
(b) During the term of this Agreement, and for a period of twelve (12)
months thereafter, the Employee shall not, without the prior written consent of
the Corporation, directly or indirectly through any other person or entity:
(i) solicit, entice, persuade or induce any individual who is
at any time during the term of this Agreement, an officer, director or employee
of the Corporation, or any of its subsidiaries or affiliates or parents, direct
or indirect, including GTS, to terminate or refrain from renewing or extending
such person's employment with the Corporation or such subsidiary or affiliate or
parent, direct or indirect, including GTS, or to become employed by, enter into
contractual relations with, or become consultant to any other individual or
entity, and the Employee shall not approach any such employee for any such
purpose or authorize or knowingly cooperate with the taking of any such actions
by any other individual or entity; or
(ii) except in accordance with the Employee's duties on behalf
of the Corporation, solicit, entice, persuade, or induce any individual or
entity which currently is, or at any time during the term of this Agreement
shall be, a customer, consultant, vendor, supplier, lessor or lessee of the
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Corporation, or any of its subsidiaries or affiliates or parents, direct or
indirect, including GTS, to terminate or refrain from renewing or extending its
contractual or other relationship with the Corporation or such subsidiary or
affiliate or parent, direct or indirect, including GTS, and the Employee shall
not approach any such customer, vendor, supplier, consultant, lessor or lessee
for such purpose or authorize or knowingly cooperate with the taking 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 of the Corporation, disclose, directly or indirectly, to any person,
firm, corporation, partnership, association or other entity, any trade secret,
or confidential information concerning the financial condition, suppliers,
vendors, customers, lessors, or lessees, sources or leads for, and methods of
obtaining, new business, or the methods generally of doing and operating the
respective businesses of the Corporation or its affiliates and subsidiaries and
parents, direct or indirect, including GTS, to the degree such secret or
information incorporates information that is proprietary to, or was developed
specifically by or for, the Corporation, except such information that is a
matter of public knowledge, was provided to the Employee (without breach of any
obligation of confidence owed to the Corporation) by a third party that is not a
subsidiary or affiliate or parent, direct or indirect, including GTS, of the
Corporation, or is required to be disclosed by law or judicial or administrative
process; or
(ii) make any oral or written statement about the Corporation
and/or its financial status, business, compliance with laws, personnel,
directors, officers, consultants, services, business methods or otherwise, which
are intended or reasonably likely to disparage the Corporation or otherwise
degrade its reputation in the business or legal community in which it operates
or in the telecommunications industry.
(d) Employee hereby represents that: (i) Employee is not restricted in
any material way from performing Employee's duties hereunder as the result of
any contract, agreement or law and (ii) Employee's due performance of Employee's
duties hereunder does not and will not violate the terms of any agreement to
which Employee is bound.
13. FOREIGN CORRUPT PRACTICES ACT. The Employee agrees to comply in all
material respects with the applicable provisions of the U.S. Foreign Corrupt
Practices Act of 1977 ("FCPA"), as amended, which provides generally that under
no circumstances will foreign officials, representatives, political parties or
holders of public offices be offered, promised or paid any money, remuneration,
things of value, or provided any other benefit, direct or indirect, in
connection with obtaining or maintaining contracts or orders hereunder. When any
representative, employee, agent, or other individual or organization associated
with Employee is required to perform any obligation related to or in connection
with this Agreement, the substance of this section shall be imposed upon such
person and included in any agreement between Employee and any such person.
Failure by the Employee to comply in all respects with the provisions of the
FCPA shall constitute a material breach of this Agreement and shall entitle the
Corporation to terminate this Agreement immediately upon such failure to comply.
Additionally, Employee hereby acknowledges that Employee has read "An
Explanation of the Foreign Corrupt Practices Act" and "Golden Telecom, Inc.
Policy on Foreign Transactions," copies of which have been provided to Employee.
Employee also acknowledges that a condition precedent to the effectiveness of
this Agreement shall be the execution by Employee of the "Addendum to the Golden
Telecom, Inc. Policy on Foreign Transaction," a copy of which has been provided
to Employee. Additionally, and as a condition for the Corporation to continue
this Agreement, Employee may be required from time to time at the request of the
Corporation to execute a certificate of Employee's compliance with the
aforementioned laws and regulations.
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14. PURCHASES AND SALES OF THE CORPORATION'S SECURITIES. Employee has read,
and agrees to comply in all respects, with the Policy and Procedures for
Directors, Officers and Employees of Golden Telecom Inc. and its Affiliates on
Xxxxxxx Xxxxxxx and Tipping, as such Policy may be amended from time to time.
Specifically, and without limitation, Employee agrees that Employee shall not
purchase or sell stock in GTI or any of its subsidiaries, affiliates or parents,
direct or indirect, including GTS, at any time (i) that Employee possesses
material non-public information about GTI, the Corporation, and GTS or any of
their businesses; (ii) during any "Trading Blackout Period" as may be determined
by the Corporation and GTS, as set forth in the Policy from time to time and
(iii) except in compliance with the above GTI policy.
15. INDEMNIFICATION. The Employee shall be entitled to indemnification set
forth in the Corporation's Certificate of Incorporation to the maximum extent
allowed under the laws of the Commonwealth of Virginia and the State of Delaware
Corporations Act.
16. DIRECTORS' AND OFFICERS' INSURANCE.The Company shall identify, acquire
and maintain at all times during the term of this Agreement Directors, Officers
and Corporate Liability Insurance policy.
17. NO DELEGATION. The Employee shall not delegate Employee's employment
obligations under this Agreement to any other person.
18. NOTICES. Any written notice required by this Agreement will be deemed
provided and delivered to the intended recipient when (i) delivered in person by
hand; or (ii) three days after being sent via U.S. certified mail, return
receipt requested; or (iii) the day after being sent via by overnight courier,
in each case when such notice is properly addressed to the following address and
with all postage and similar fees having been paid in advance:
If to the Corporation: Golden Telecom Group, Inc.
c/o Golden Telecom, Inc.
Attn: Director Human Resources
0000 Xxxxxx Xxxxxxxxx, 0xx Xxxxx
Xxxxxxxxx, XX 00000 XXX
and if to the Employee: ________
c/o Golden TeleServices Inc.
00 Xxxxxxxxxxxxxxxxxx Xx., 0xx Xxxxx
000000 Xxxxxx
Russian Federation
Either party may change the address to which notices, requests, demands and
other communications to such party shall be delivered personally or mailed by
giving written notice to the other party in the manner described above.
19. BINDING EFFECT. This Agreement shall be for the benefit of and binding
upon the parties hereto and their respective heirs, personal representatives,
legal representatives, successors and, where applicable, assigns.
20. ENTIRE AGREEMENT. This Agreement constitutes the entire agreement
between the listed parties with respect to the subject matter described in this
Agreement and supersedes all prior
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agreements, understandings and arrangements, both oral and written, with the
Corporation or any of its direct or indirect affiliates and parents, including
the GTS Group Inc. Employment Agreement dated 1 August 1998, between the parties
with respect to such subject matter, This Agreement may not be modified,
amended, altered or rescinded in any manner, except by written instrument signed
by both of the parties hereto; provided, however, that the waiver by either
party of a breach or compliance with any provision of this Agreement shall not
operate nor be construed as a waiver of any subsequent breach or compliance.
21. SEVERABILITY. In case any one or more of the provisions of this
Agreement shall be held by any court of competent jurisdiction or any arbitrator
selected in accordance with the terms hereof to be illegal, invalid or
unenforceable in any respect, such provision shall have no force and effect, but
such holding shall not affect the legality, validity or enforceability of any
other provision of this Agreement, provided that the provisions held illegal,
invalid or unenforceable do not reflect or manifest a fundamental benefit
bargained for by a party hereto.
22. DISPUTE RESOLUTION AND XXXXXXXXXXX.Xx the event that any dispute arises
between the Corporation and the Employee regarding or relating to this Agreement
and/or any aspect of Employee's employment relationship with the Corporation,
AND IN LIEU OF LITIGATION AND A TRIAL BY JURY, the parties consent to resolve
such dispute through mandatory arbitration under the Commercial Rules of the
American Arbitration Association ("AAA"), before a single arbitrator in
Arlington, Virginia or other location mutually acceptable to the Executive and
the Corporation. The parties hereby consent to the entry of judgment upon award
rendered by the arbitrator in any court of competent jurisdiction.
Notwithstanding the foregoing, however, should adequate grounds exist for
seeking immediate injunctive or immediate equitable relief, any party may seek
and obtain such relief; provided that, upon obtaining such relief, such
injunctive or equitable action shall be stayed pending the resolution of the
arbitration proceedings called for herein. The parties hereby consent to the
exclusive jurisdiction in the state and Federal courts of or in the Commonwealth
of Virginia for purposes of seeking such injunctive or equitable relief as set
forth above.
23. CHOICE OF LAW. The Employee and the Corporation intend and hereby
acknowledge that jurisdiction over disputes with regard to this Agreement, and
over all aspects of the relationship between the parties hereto, shall be
governed by the laws of the Commonwealth of Virginia without giving effect to
its rules for resolving conflicts of laws.
24. SECTION HEADINGS. The section headings contained in this Agreement are
for reference purposes only and shall not affect in any manner the meaning or
interpretation of this Agreement.
25. COUNTERPARTS. This Agreement may be executed in any number of
counterparts, each of which shall be deemed an original, but all of which taken
together shall constitute one and the same instrument.
26. FORCE MAJEURE. Neither Corporation nor Employee shall be liable for any
delay or failure in performance of any part of this Agreement to the extent that
such delay or failure is caused by an event beyond its reasonable control
including, but not be limited to, fire, flood, explosion, war, strike, embargo,
government requirement, acts of civil or military authority, and acts of God not
resulting from the negligence of the claiming party.
IN WITNESS WHEREOF, the parties to this Agreement have executed and
delivered this Agreement as of the day and year written above.
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GOLDEN TELECOM GROUP, INC.
By:
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Name:
Title: Chief Executive Officer
EMPLOYEE
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[name]
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