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Exhibit
10.44

CTC MEDIA, INC.

STOCK OPTION
AGREEMENT


THIS STOCK OPTION AGREEMENT (this
‘‘Agreement’’) made as of this
14th day of July  2006, is entered into between CTC
Media, Inc., a Delaware corporation (the
‘‘Company’’), and Alexander Rodnyansky
(‘‘Optionee’’).


Preliminary Statements:

A.    Optionee is
an employee of the Company and as such renders valuable services to the
Company.

B.    The Company desires to continue to retain the
services of Optionee by providing him with a further incentive to
contribute to the financial success of the Company and its
subsidiaries.

C.    All capitalized terms in this Agreement
shall have the meaning assigned to them in the attached
Appendix.

NOW, THEREFORE, it is hereby agreed as
follows:

1.    Grant of
Option.    The Company hereby grants to Optionee, as of
the Grant Date, an option to purchase up to 3,005,704 shares of Common
Stock (the ‘‘Option Shares’’). The first
1,502,852 Option Shares shall be hereinafter referred to as the
‘‘A Option Shares’’ and the remaining
1,502,852 Option Shares shall be hereinafter referred to as the
‘‘B Option Shares’’. The Option Shares
shall be purchasable from time to time during the option term specified
in Paragraph 2 at the Exercise
Price.

2.    Option Term.    This
option shall have a term of ten (10) years measured from the Grant Date
and shall accordingly expire at the close of business on the Expiration
Date, unless sooner terminated in accordance with Paragraph 5 or
6.

3.    Limited
Transferability.    During Optionee’s lifetime,
this option shall be exercisable only by Optionee and shall not be
assignable or transferable other than by will or by the laws of descent
and distribution following Optionee’s death.

4.    Dates of Exercise.    This
option shall become exercisable for the A Option Shares and
B Option Shares in accordance with the following
schedules:

A Option Shares





							
	Date:			Aggregate number
of A Option Shares for
which the option is then
exercisable:
	On or after June  30,
2006					41,746	







	On or after September
30,  2006					166,984	







	On or after
December  31,  2006					292,222	







	On
or after March  31,
2007					417,460	







	On or after June
30,  2007					542,698	







	On or after
September  30,  2007					667,936	







	On
or after December  31,
2007					793,174	







	On or after March
31,  2008					918,412	







	On or after
June  30,  2008					1,043,650	







	On or
after September  30,
2008					1,168,888	







	On or after December
31,  2008					1,294,126	







	On or after
March  31,  2009					1,419,364	







	On or
after May  31,
2009					1,502,852	







	






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B Option Shares





							
	Date:			Aggregate number
of B Option Shares for
which the option is then
exercisable:
	On or after June  30,
2006					31,310	







	On or after September
30,  2006					125,239	







	On or after
December  31,  2006					219,178	







	On
or after March  31,
2007					313,107	







	On or after June
30,  2007					407,035	







	On or after
September  30,  2007					500,963	







	On
or after December  31,
2007					594,891	







	On or after March
31,  2008					688,819	







	On or after
June  30,  2008					782,747	







	On or
after September  30,
2008					876,675	







	On or after December
31,  2008					970,603	







	On or after
March  31,  2009					1,064,531	







	On or
after June  30,
2009					1,158,459	







	On or after September
30,  2009					1,252,387	







	On or after
December  31,  2009					1,343,315	







	On
or after March  31,
2010					1,440,243	







	On or after May
31,  2010					1,502,852	







	






As the
option becomes exercisable for such installments, those installments
shall accumulate and the option shall remain exercisable for the
accumulated installments until the Expiration Date or sooner
termination of the option term under Paragraph 5 or
6.

5.    Cessation of
Service.    The option term specified in Paragraph 2 shall
terminate (and this option shall cease to be outstanding) prior to the
Expiration Date should any of the following provisions become
applicable:

(a)    Should Optionee cease to remain
in Service for any reason (other than death or Disability) while this
option is outstanding, then Optionee shall have a period of ninety (90)
days (commencing with the date of such cessation of Service) during
which to exercise this option, but in no event shall this option be
exercisable at any time after the Expiration Date.

(b)    Should Optionee die while this option is
outstanding, then the personal representative of Optionee’s
estate or the person or persons to whom the option is transferred
pursuant to Optionee’s will or in accordance with the laws of
inheritance shall have the right to exercise this option. Such right
shall lapse, and this option shall cease to be outstanding, upon the
earlier of (i) the expiration of the twelve (12) month period measured
from the date of Optionee’s death or (ii) the Expiration
Date.

(c)    Should Optionee cease Service by
reason of Disability while this option is outstanding, then Optionee
shall have a period of twelve (12) months (commencing with the date of
such cessation of Service) during which to exercise this option. In no
event shall this option be exercisable at any time after the Expiration
Date.

(d)    During the limited period of
post-Service exercisability, this option may not be exercised in the
aggregate for more than the number of Option Shares for which this
Option is, at the time of Optionee’s cessation of Service,
exercisable pursuant to the exercise schedule specified in Paragraph 4
or the special acceleration provisions of Paragraph 6. Upon the
expiration of such limited exercise period or (if earlier) upon the
Expiration Date, this option shall terminate and cease to be
outstanding for any vested Option Shares for which the option has not
been exercised. To the extent Optionee is not vested in the Option
Shares at the time of Optionee’s cessation of Service, this
option shall immediately terminate and cease to be outstanding with
respect to those shares.

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6.    Acceleration
of Option.


(a)    In the event of (i) any
Corporate Transaction where neither MTG or Alfa is party to the merger
or the asset sale, (ii) any Corporate Transaction where MTG or Alfa is
a party to the merger or the asset sale but the successor corporation
in such transaction (or the parent thereof) does not assume this option
or replace this option with a cash incentive program which provides
Optionee with an economic benefit substantially similar to this option
or (iii) a Change in Control where a party other than MTG or Alfa
achieves control of a majority of the voting power of the
Company’s then outstanding capital stock through direct and/or
indirect beneficial ownership, the exercisability of this option, to
the extent this option is not otherwise fully exercisable, shall
automatically accelerate in full so that this option shall, immediately
prior to the effective date of such Corporate Transaction or upon the
Change in Control, become fully exercisable for all the Option Shares
and may be exercised for any or all of those Option Shares as
fully-vested shares of Common Stock.

(b)    In
connection with any Corporate Transaction where the exercisability of
this option automatically accelerates in full, this option shall be
exercised prior to or in connection with the closing of such Corporate
Transaction and, to the extent that this option is not so exercised, it
shall terminate and cease to be outstanding immediately following the
closing of such Corporate Transaction. Without limiting the generality
of Section 5, a Change in Control that is not also a Corporate
Transaction shall not effect the term of the option.

(c)    This Agreement shall not in any way affect the
right of the Company to adjust, reclassify, reorganize or otherwise
change its capital or business structure or to merge, consolidate,
dissolve, liquidate or sell or transfer all or any part of its business
or assets.

7.    Adjustment in Option
Shares.    Should any change be made to the Common Stock
by reason of any stock split, stock dividend, recapitalization,
combination of shares, exchange of shares or other change affecting the
outstanding Common Stock as a class without the Company’s
receipt of consideration, appropriate adjustments shall be made to (i)
the total number and/or class of securities subject to this option and
(ii) the Exercise Price in order to reflect such change and thereby
preclude a dilution or enlargement of benefits
hereunder.

8.    Shareholder
Rights.    The holder of this option shall not have any
shareholder rights with respect to the Option Shares until such person
shall have exercised the option, paid the Exercise Price and become a
holder of record of the purchased
shares.

9.    Manner of Exercising
Option.


(a)    In order to exercise this
option with respect to all or any part of the Option Shares for which
this option is at the time exercisable, Optionee (or any other person
or persons exercising the option) shall provide written notice of
Optionee’s election to exercise all or a portion of the option
and shall take the following additional
actions:

(i)    Pay the aggregate Exercise
Price for the purchased shares in one or more of the following
forms:

(A)    cash or check made payable
to the Company; or

(B)    a promissory
note payable to the Company, but only to the extent authorized by the
Board in accordance with Paragraph 14.

Should the Common
Stock be registered under Section 12(g) of the 1934 Act at the time the
option is exercised, then the Exercise Price may also be paid as
follows:

(C)    in shares of Common Stock
held by Optionee (or any other person or persons exercising the option)
for the requisite period necessary to avoid a charge to the
Company’s earnings for financial reporting purposes and valued
at Fair Market Value on the Exercise Date; or

(D)    through a special sale and remittance
procedure pursuant to which Optionee (or any other person or persons
exercising the option) shall concurrently provide 

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irrevocable written instructions (a) to a
Company-designated brokerage firm to effect the immediate sale of the
purchased shares and remit to the Company, out of the sale proceeds
available on the settlement date, sufficient funds to cover the
aggregate Exercise Price payable for the purchased shares plus all
applicable Federal, state and local income and employment taxes
required to be withheld by the Company by reason of such exercise and
(b) to the Company to deliver the certificates for the purchased shares
directly to such brokerage firm in order to complete the
sale.

Except to the extent the sale and remittance
procedure is utilized in connection with the option exercise, payment
of the Exercise Price must accompany the notice delivered to the
Company in connection with the option exercise.

(ii)    Furnish to the Company appropriate
documentation that the person or persons exercising the option (if
other than Optionee) have the right to exercise this
option.

(iii)    Execute and deliver to the
Company such written representations as may be requested by the Company
in order for it to comply with the applicable requirements of U.S.
Federal and state securities
laws.

(iv)    Make appropriate arrangements
with the Company (or Parent or Subsidiary employing or retaining
Optionee) for the satisfaction of all applicable federal, state and
local income and employment tax withholding requirements applicable to
the option exercise.

(b)    As soon as practical
after the Exercise Date, the Company shall issue to or on behalf of
Optionee (or any other person or persons exercising this option) a
certificate for the purchased Option Shares, with the appropriate
legends (if any) affixed thereto.

(c)    In
no event may this option be exercised for any fractional
shares.

10.    Non-Competition and
Non-Solicitation; Proprietary
Information.    Notwithstanding any provision of this
Agreement to the contrary, Optionee shall not be permitted to exercise
this option while he is in breach of Section 7 (Non-Competition and
Non-Solicitation) or Section 8 (Proprietary Information) of
his employment agreement with the Company dated as of May
11,  2006 (as such agreement may be amended from time to
time). Only after any such breach has been cured shall Optionee be
entitled to exercise this option to the extent this option remains
exercisable in accordance with Paragraphs 2, 5 and 6
hereof.

11.    Compliance with Laws
and Regulations.


(a)    The exercise of
this option and the issuance of the Option Shares upon such exercise
shall be subject to compliance by the Company and Optionee with all
applicable requirements of law relating thereto and with all applicable
regulations of any stock exchange (or The NASDAQ National Market, if
applicable) on which the Common Stock may be listed for trading at the
time of such exercise and issuance.

(b)    The
inability of the Company to obtain approval from any regulatory body
having authority deemed by the Company to be necessary to the lawful
issuance and sale of any Common Stock pursuant to this option shall
relieve the Company of any liability with respect to the non-issuance
or sale of the Common Stock as to which such approval shall not have
been obtained. The Company, however, shall use its best efforts to
obtain all such approvals.

12.    Successors
and Assigns.    Except to the extent otherwise provided in
Paragraphs 3 and 6, the provisions of this Agreement shall inure to the
benefit of, and be binding upon, the Company and its successors and
assigns and Optionee, Optionee’s assigns and the legal
representatives, heirs and legatees of Optionee’s
estate.

13.    Notices.    Any
notice required to be given or delivered to the Company under the terms
of this Agreement shall be in writing and addressed to the Company at
its principal corporate offices. Any notice required to be given or
delivered to Optionee shall be in writing and addressed to Optionee at
the address indicated below Optionee’s signature line. All
notices shall be deemed effective (i) upon personal delivery, (ii) five
business days after being sent by registered or certified mail, return
receipt requested, postage prepaid or (iii) two business days after
being sent via reputable international overnight courier.

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14.    Financing.    The
Board may, in its absolute discretion and without any obligation to do
so, permit Optionee to pay the Exercise Price for the purchased Option
Shares by delivering a full-recourse, interest-bearing promissory note
secured by those Option Shares. The payment schedule in effect for any
such promissory note shall be established by the Board in its sole
discretion.

15.    Market Stand-off
for Option Shares; Lock-up of SAR Shares.



(a)    Optionee acknowledges that the Option
Shares shall be subject to the restrictions on disposition set forth in
Section 3 of the Underwriting Agreement dated as of May
31,  2006 among the Company, Morgan Stanley & Co.
Incorporated and Deutsche Bank Securities Inc., as representatives of
the several underwriters and shareholders of the Company named
therein.

(b)    Optionee hereby agrees that, without
the prior written consent of the Board, he will not (1) offer, pledge,
sell, contract to sell, sell any option or contract to purchase,
purchase any option or contract to sell, grant any option, right or
warrant to purchase, lend, or otherwise transfer or dispose of,
directly or indirectly, any shares of Common Stock or any securities
convertible into or exercisable or exchangeable for Common Stock, (2)
enter into any swap or other arrangement that transfers to another, in
whole or in part, any of the economic consequences of ownership of the
Common Stock, or (3) enter into any short sale or any purchase, sale or
grant of any right (including, without limitation, any put or call
option) with respect to any security (other than a broad-based market
basket or index) that includes, relates to or derives any significant
part of its value from the Common Stock, whether any such transaction
described in clause (1), (2) or (3) above is to be settled by
delivery of Common Stock or such other securities, in cash or
otherwise; in each case until June  6,  2007 with respect
to all shares of Common Stock to be issued by the Company upon further
exercise by Optionee of the share appreciation rights agreement dated
as of September  16,  2003 between Optionee and the Company
(as such agreement is amended from time to time, the
‘‘SAR’’) and until June  6,
2008 with respect to 3,108,800 shares (as adjusted for stock splits,
stock consolidations and other similar events) of Common Stock to be
issued by the Company upon further exercise by Optionee of the
SAR.

(c)    The restrictions contained in paragraph
(b) shall not apply to (1) the Option Shares,
(2) transactions by Optionee relating to shares of Common Stock
or other securities acquired in open market transactions after the
Grant Date, or (3) transfers by Optionee of shares of Common Stock or
any security convertible into Common Stock as a bona fide gift;
provided that in the case of any transfer pursuant to
clause (3), each donee shall enter into a written agreement
accepting the restrictions set forth in the preceding paragraph and
this paragraph as if it were Optionee. Optionee consents to the entry
of stop transfer instructions with the Company’s transfer agent
and registrar against the transfer of any shares held by Optionee
except in compliance with the foregoing restrictions.

16.    Non-Statutory
Option.    Optionee acknowledges that this option is
not intended to satisfy the requirements of Section 422 of the
U.S. Internal Revenue Code of 1986, as
amended.

17.    Governing
Law.    The interpretation, performance and enforcement of
this Agreement shall be governed by the laws of the State of Delaware
without resort to that State’s conflict-of-laws
rules.

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IN WITNESS WHEREOF, the parties hereto have
caused this option to be executed as of the date set forth in the
preamble.





				
	CTC MEDIA, INC.
	By:			/s/
Nilesh Lakhani
	 			Nilesh
Lakhani
	 			Chief Financial Officer
	Optionee:
	/s/
Alexander Rodnyansky
	Alexander
Rodnyansky
	Address:
	






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APPENDIX


The following
definitions shall be in effect under the
Agreement:

A.    Agreement shall mean this
Stock Option Agreement.

B.    Alfa shall mean
ABH Holdings Corporation together with its affiliates (as such term is
defined in the 1934 Act).

C.    Board shall
mean the Company’s Board of
Directors.

D.    Change in Control shall mean
any party either alone or with its affiliates (as such term is defined
in the 1934 Act) achieving control of a majority of the voting power of
the Company’s then outstanding capital stock through direct
and/or indirect beneficial ownership.

E.    Common
Stock shall mean the Company’s common
stock.

F.    Corporate Transaction shall mean
either of the following shareholder-approved transactions to which the
Company is a party:

(i)    a merger or consolidation
in which securities possessing more than fifty percent (50%) of
the total combined voting power of the Company’s outstanding
securities are transferred to a person or persons different from the
persons holding those securities immediately prior to such transaction,
or

(ii)    the sale, transfer or other disposition
of all or substantially all of the Company’s assets in complete
liquidation or dissolution of the Company.

G.    Company shall mean CTC Media, Inc., a
Delaware corporation.

H.    Disability shall
mean the inability of Optionee to engage in any substantial gainful
activity by reason of any medically determinable physical or mental
impairment and shall be determined by the Board on the basis of such
medical evidence as the Board deems warranted under the circumstances.
Disability shall be deemed to constitute Permanent Disability in
the event that such Disability is expected to result in death or has
lasted or can be expected to last for a continuous period of twelve
(12) months or more.

I.    Employee shall mean
an individual who is in the employ of the Company (or any Parent or
Subsidiary), subject to the control and direction of the employer
entity as to both the work to be performed and the manner and method of
performance.

J.    Exercise Date shall mean the
date on which the option shall have been exercised in accordance with
Paragraph 9 of the Agreement.

K.    Exercise
Price shall mean the average closing sales price per share of
Common Stock for the first twenty trading days after pricing of the
Common Stock in connection with the initial public offering of the
Common Stock, as reported on The NASDAQ National Market, or $16.95 per
share.

L.    Expiration Date shall mean
June  1,  2016.

M.    Fair Market
Value per share of Common Stock on any relevant date shall be
determined in accordance with the following
provisions:

(i)    If the Common Stock is at the
time traded on the Nasdaq National Market, then the Fair Market Value
shall be the closing selling price per share of Common Stock on the
date in question, as the price is reported by the National Association
of Securities Dealers on the Nasdaq National Market or any successor
system. If there is no closing selling price for the Common Stock on
the date in question, then the Fair Market Value shall be the closing
selling price on the last preceding date for which such quotation
exists.

(ii)    If the Common Stock is at the time
listed on any Stock Exchange, then the Fair Market Value shall be the
closing selling price per share of Common Stock on the date in question
on the Stock Exchange determined by the Board to be the primary market
for the Common Stock, as such price is officially quoted in the
composite tape of transactions on such exchange. If there is no closing
selling price for the Common Stock on the date in question, then the
Fair Market Value shall be the closing selling price on the last
preceding date for which such quotation exists.

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(iii)    If the Common Stock
is at the time neither listed on any Stock Exchange nor traded on the
Nasdaq National Market, then the Fair Market Value shall be determined
by the Board after taking into account such factors as the Board shall
deem appropriate.

N.    Grant Date shall mean
June  1,  2006.

O.    1934 Act
shall mean the U.S. Securities Exchange Act of 1934, as
amended.

P.    MTG shall mean Modern Times
Group MTG AB together with its affiliates (as such term is defined in
the 1934 Act).

Q.    Option Shares shall mean
the number of shares of Common Stock subject to the
option.

R.    Optionee shall mean Alexander
Rodnyansky.

S.    Parent shall mean any
corporation (other than the Company) in an unbroken chain of
corporations ending with the Company, provided each corporation in the
unbroken chain (other than the Company) owns, at the time of the
determination, stock possessing fifty percent (50%) or more of
the total combined voting power of all classes of stock in one of the
other corporations in such chain.

T.    Service
shall mean the Optionee’s performance of services for the
Company (or any Parent or Subsidiary) in the capacity of an Employee, a
non-employee member of the board of directors or an independent
consultant.

U.    Stock Exchange shall mean the
American Stock Exchange, the New York Stock Exchange or the London
Stock Exchange.

V.    Subsidiary shall mean any
corporation (other than the Company) in an unbroken chain of
corporations beginning with the Company, provided each corporation
(other than the last corporation) in the unbroken chain
owns, at the time of the determination, stock possessing fifty percent
(50%) or more of the total combined voting power of all classes
of stock in one of the other corporations in such
chain.

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