Page 21 of 26 Pages
EXHIBIT Q
STOCK OPTION AGREEMENT
This Stock Option Agreement, dated as of November 1, 2002 (this
"Agreement"), is entered into by and between Alfa Telecom Limited, a British
Virgin Islands corporation ("Alfa Telecom"), and Alfa Capital Holdings (Cyprus)
Limited, a Cyprus corporation ("Alfa Capital Holdings"). Alfa Telecom and Alfa
Capital Holdings may hereinafter be referred to collectively as the "Parties" or
individually as a "Party."
WITNESSETH:
----------
WHEREAS, Alfa Telecom and Alfa Capital Holdings desire to have Alfa
Telecom grant to Alfa Capital Holdings and Alfa Capital Holdings accept from
Alfa Telecom an option to purchase 1,609,756 shares of shares of common stock,
par value $.01 per share ("Company Common Stock"), of Golden Telecom, Inc., a
Delaware corporation (the "Company");
NOW, THEREFORE, the Parties hereto, in exchange for the mutual
covenants herein and each intending to be legally bound hereby, agree as
follows:
1. Option Grant. Alfa Telecom hereby grants to Alfa Capital Holdings, and
Alfa Capital Holdings hereby accepts, an option (the "Option") to
purchase, on the terms and subject to the conditions hereof, for
$10.25 per share (the "Exercise Price") in cash 1,609,756 shares (the
"Option Shares") of Company Common Stock owned by Alfa Telecom. The
Exercise Price and number of Option Shares shall be subject to
adjustment as provided in Section 9 hereof.
2. Term. The Option shall be exercisable from the date hereof until May
11, 2004 (the "Option Period").
3. Manner of Exercise. Alfa Capital Holdings may exercise the Option in
whole or in part at any time prior to the expiration of the Option
Period by delivering to Alfa Telecom a written notice stating Alfa
Capital Holdings' decision to exercise the Option and the number of
Option Shares to be purchased (the "Option Exercise Notice"). Within
five (5) days of receipt of such Option Exercise Notice, Alfa Telecom
shall deliver to Alfa Capital Holdings the stock certificates (if any)
representing the number of Option Shares specified in the Option
Exercise Notice, together with duly endorsed stock transfer powers,
and, simultaneously with such delivery, Alfa Capital Holdings shall
pay to Alfa Telecom, by certified check or wire transfer, at Alfa
Capital Holdings' option, the amount of the Exercise Price for the
Option Shares being purchased.
4. Shareholders Agreement. The Option Shares, upon transfer from Alfa
Telecom to Alfa Capital Holdings following the exercise of the Option,
shall continue to be subject to the provisions of a Shareholders
Agreement, dated as of September 5, 2002, by and among the Company,
OAO Rostelecom, Alfa Telecom, Capital International Global Emerging
Page 22 of 26 Pages
Markets Private Equity Fund, L.P., Cavendish Nominees Limited and
First NIS Regional Fund SICAV (the "New Shareholders Agreement"). Upon
transfer from Alfa Telecom to Alfa Capital Holdings following the
exercise of the Option, the Option Shares would also continue to be
subject to the registration rights originally granted pursuant to the
GTS Registration Rights Agreement, dated as of October 5, 1999, by and
between Global TeleSystems Europe Holdings B.V. ("GTS") and the
Company, which registration rights GTS assigned to Alfa Telecom on May
11, 2001.
5. Standstill Agreement. As an affiliate of Alfa Telecom, Alfa Capital
Holdings is currently subject to a Standstill Agreement, dated as of
September 5, 2002, by and among the Company, OAO Rostelecom, Alfa
Telecom, Capital International Global Emerging Markets Private Equity
Fund, L.P., Cavendish Nominees Limited and First NIS Regional Fund
SICAV (the "New Standstill Agreement") and would continue to be
subject to the New Standstill Agreement upon the exercise of the
Option.
6. Non-Transferability of Option. Alfa Capital Holdings may not, directly
or indirectly, sell, exchange, transfer (by gift or otherwise),
assign, distribute, or create a fixed pledge, security interest or
lien on, or create a trust with respect to, or otherwise dispose of or
encumber the Option except as permitted by the terms of the New
Shareholders Agreement.
7. No Rights as Shareholder. Unless and until Alfa Capital Holdings
exercises the Option, nothing contained in this Agreement shall be
construed as conferring upon Alfa Capital Holdings the right to vote
or to receive dividends or to consent or to receive notice as a
shareholder of the Company.
8. Compliance with Securities Laws. Alfa Capital Holdings understands
that neither the Option nor the Option Shares have been registered
under applicable securities laws; that no public market now exists for
the Option or any of the Option Shares and that a public market may
never exist for the Option or the Option Shares; and that the Option
and the Option Shares may not be sold, transferred or otherwise
disposed of except in compliance with applicable securities laws. Alfa
Capital Holdings upon exercise of the Option will hold the Option
Shares for investment purposes, for its own account and not with a
view to, or for sale in connection with, any distribution thereof in
violation of applicable securities laws.
9. Adjustment upon Changes in Capitalization or Merger. In the event of
any change in the outstanding shares of Company Common Stock by reason
of a stock dividend, stock split, split-up, merger, consolidation,
recapitalization, combination, conversion, exchange of shares,
extraordinary or liquidating dividend or similar transaction, the type
and number of shares purchasable upon exercise of the Option and the
Exercise Price shall be adjusted appropriately, and proper provision
will be made in the agreements governing such transaction, so that
Alfa Capital Holdings will receive upon exercise of the Option the
number and class of shares or other securities or property that Alfa
Capital Holdings would have received in respect of the Option Shares
that Alfa Capital Holdings would have received had the Option been
exercised immediately prior to such event or the
Page 23 of 26 Pages
record date therefore, as applicable. Without limiting the foregoing,
whenever the number of Option Shares purchasable upon exercise of the
Option is adjusted as provided in this Section 9, the Exercise Price
shall be adjusted by multiplying the Exercise Price by a fraction, the
numerator of which is equal to the number of Option Shares purchasable
prior to the adjustment and the denominator of which is equal to the
number of Option Shares purchasable after the adjustment. Whenever the
number of Option Shares is adjusted as set forth in this Section 9,
Alfa Telecom shall promptly deliver to Alfa Capital Holdings, a
written notice setting forth the adjusted number of Option Shares and
Exercise Price and setting forth a brief statement of the facts
requiring such adjustment. Such notice shall be delivered in
accordance with Section 10 hereof.
10. Notices. All notices required or permitted to be given hereunder shall
be in writing and shall be deemed effectively given: (a) upon personal
delivery to the Party to be notified, (b) when sent by confirmed
facsimile if sent during normal business hours of the Party, or, if
not sent during such normal business hours, then on the next business
day, (c) five (5) days after having been sent by registered or
certified mail, return receipt requested, postage prepaid or (d) three
(3) days after deposit with a nationally recognized courier,
specifying next day delivery, with written verification of receipt.
All notices not delivered personally or by facsimile will be sent with
postage and other charges prepaid and properly addressed to the Party
to be notified at the address set forth for such Party:
(a) if to Alfa Telecom, to:
Alfa Telecom Limited
X.X. Xxx 0000
Xxxxxx Xxxxx - 0xx Xxxxx
000 Xxxxxxxxxx Xxxxx
Xxxx Xxxx
Xxxxxxx, Xxxxxxx Xxxxxx Xxxxxxx
Facsimile No.: (350) 52065
Attn: Xxxxx Xxxxxxxx
with a copy to (which copy does not constitute notice):
Akin Gump Xxxxxxx Xxxxx & Xxxx LLP
Xxxxxx X. Xxxxxxx Building
0000 Xxx Xxxxxxxxx Xxxxxx X.X.
Xxxxxxxxxx, X.X. 00000
Facsimile No.: (000) 000-0000
Attn: Xxxxxxxx Xxxxxxxx, Esq.
Page 24 of 26 Pages
(b) if to Alfa Capital Holdings, to:
Alfa Capital Holdings (Cyprus) Limited
Xxxxx Xxxxx
0 Xxxxxxxxxxxx Xxxxxx Xxxxxx, 0000
Xxxxxxx, Xxxxxx
Facsimile No.: + 357 22 681 505
Attn: Xxxxx Xxxxxxxx
with a copy to (which copy does not constitute notice):
Akin Gump Xxxxxxx Xxxxx & Xxxx LLP
Xxxxxx X. Xxxxxxx Building
0000 Xxx Xxxxxxxxx Xxxxxx X.X.
Xxxxxxxxxx, X.X. 00000
Facsimile No.: (000) 000-0000
Attn: Xxxxxxxx Xxxxxxxx, Esq.
Any Party hereto may change such Party's address for receipt of future
notices hereunder by giving written notice to the other Party.
11. Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of New York without regard to
principles of conflicts of law.
12. Supplements and Amendments. This Agreement may not be changed orally,
but only by an agreement in writing signed by the Party against whom
enforcement of any waiver, change, modification, extension, or
discharge is sought.
13. Severability. If any provision of this Agreement shall be invalid,
illegal or unenforceable in any jurisdiction, the validity, legality
and enforceability of the remaining provisions, or of such provision
in any other jurisdiction, shall not in any way be affected or
impaired thereby.
14. Entire Agreement. Each of the Parties hereto agrees that this
Agreement constitutes the entire agreement and understanding of the
Parties with respect to the subject matter hereof and that this
Agreement supersedes any and all agreements and understandings,
written or oral, with respect to the subject matter hereof. This
Agreement may not be altered, amended, modified, terminated or
discharged (other than in accordance with the express provisions
hereof) except by a writing signed by the Party against whom such
alternation, amendment, modification, termination or discharge is
sought to be enforced.
15. Assignment. This Agreement may not be assigned by a Party without the
written consent of the other Party, and shall inure to the benefit of
and be binding upon the respective successors, heirs, executors,
administrators, personal representatives and permitted assigns of the
Parties hereto.
Page 25 of 26 Pages
16. Further Assurances. Each Party shall use its best efforts to do and
perform or cause to be done and performed all such further acts and
things and shall execute and deliver such other agreements,
certificates, instruments and documents as any other Party hereto may
reasonably request in order to carry out the intent and accomplish the
purposes of this Agreement and the consummation of the transactions
contemplated hereby.
17. Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original, and all of
which together shall constitute one and the same Agreement.
[signature page follows]
Page 26 of 26 Pages
IN WITNESS WHEREOF, the Parties have caused this Agreement to be duly
executed and delivered as of the date first above written.
ALFA TELECOM LIMITED
By:/s/ Xxxxx Xxxxxxxx
------------------------------------
Name: Xxxxx Xxxxxxxx
Title: Director
ALFA CAPITAL HOLDINGS (CYPRUS) LIMITED
By:/s/ Xxxxx Xxxxxxxx
------------------------------------
Name: Xxxxx Xxxxxxxx
Title: Director
