0001299933-05-006613 Sample Contracts

Contract
Separation Agreement • December 16th, 2005 • Golden Telecom Inc • Radiotelephone communications • Virginia

This Separation Agreement, dated as of December 16, 2005 (the “Separation Agreement”), is made by and between Golden Telecom Group, Inc., a Delaware corporation (the “Company”), and Brian Allen Rich, a citizen of the United States of America (the “Employee”).

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STOCK APPRECIATION RIGHTS AWARD AGREEMENT
Stock Appreciation Rights Award Agreement • December 16th, 2005 • Golden Telecom Inc • Radiotelephone communications

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.

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