Table of Contents
Exhibit
10.46

CTC MEDIA, INC.
    

STOCK OPTION
AGREEMENT


THIS STOCK OPTION AGREEMENT (this
‘‘Agreement’’) made as of this
12th day of July  2006, is entered into between CTC
Media, Inc., a Delaware corporation (the
‘‘Company’’), and Nilesh Lakhani
(‘‘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 751,426 shares of Common Stock (the
‘‘Option Shares’’). The first 375,713
Option Shares shall be hereinafter referred to as the ‘‘A
Option Shares’’ and the remaining 375,713 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					10,437	







	On or after September 30,
2006					41,747	







	On or after December 31,
2006					73,057	







	On or after March 31,
2007					104,367	







	On or after June 30,
2007					135,677	







	On or after September 30,
2007					166,987	







	On or after December 31,
2007					198,297	







	On or after March 31,
2008					229,607	







	On or after June 30,
2008					260,917	







	On or after September 30,
2008					292,227	







	On or after December 31,
2008					323,537	







	On or after March 31,
2009					354,847	







	On or after May 31,
2009					375,713	







	






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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					7,828	







	On or after September 30,
2006					31,311	







	On or after December 31,
2006					54,793	







	On or after March 31,
2007					78,275	







	On or after June 30,
2007					101,757	







	On or after September 30,
2007					125,239	







	On or after December 31,
2007					148,721	







	On or after March 31,
2008					172,203	







	On or after June 30,
2008					195,685	







	On or after September 30,
2008					219,167	







	On or after December 31,
2008					242,649	







	On or after March 31,
2009					266,131	







	On or after June 30,
2009					289,613	







	On or after September 30,
2009					313,095	







	On or after December 31,
2009					336,577	







	On or after March 31,
2010					360,059	







	On or after May 31,
2010					375,713	







	






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 the
event of any Corporate Transaction or any Change of Control (in each
case, including a Corporate Transaction where a party to the merger or
the asset sale is MTG or Alfa or a Change in Control where either 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) where, in the 12-month period
immediately following such event (i) the Employment Agreement is, at
the election of the Company, terminated without Cause or (ii) the
Employment Agreement is terminated, at the election of the Optionee, as
a result of (A) a material reduction in Optionee’s total
compensation (not including a reduction in the value of any options
granted to Optionee resulting from a decrease in the fair market value
of the Company’s stock), (B) a change in Optionee’s
reporting line such that he no longer reports directly to the
Company’s Chief Executive Officer, (C) a material reduction in
Optionee’s responsibilities and authority such that the
Optionee’s responsibilities and/or authority as Chief Financial
Officer of the Company are materially different from the
responsibilities and/or authority commonly associated with a chief
financial officer of a similarly situated company or (D) Optionee in
his role as an executive of the Company being directed by the
Company’s Chief Executive Officer or any member of the Board to
take any action that violates any law, rule or regulation applicable to
him or to the Company or that would cause the consolidated financial
statements of the Company to fail to be in compliance with United
States generally accepted accounting principles, in either case, in any
material respect; provided that Optionee has previously reported the
matter to the full Board in writing but nonetheless Optionee continues
to be directed to take such action, then 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 following such termination, become fully exercisable for
all the Option Shares and may be exercised for any or all of those
shares as fully-vested shares of Common
Stock.

(c)    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.

(d)    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.

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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 13.

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 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.    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 

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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.

11.    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.

12.    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.

13.    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.

14.    Market
Stand-off.    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.

15.    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.

16.    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/ Alexander
Rodnyansky                





		    Alexander
Rodnyansky
    President and
CEO





		Optionee:





		/s/
Nilesh
Lakhani                                           





		Nilesh
Lakhani





		Address:    Veskovskiy
Pereulok
                    Bldg 2, Apt.
8
                    Moscow
127030
                    Russia




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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.    Cause shall have the meaning
ascribed to such term in the Employment Agreement.

E.    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.

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

G.    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.

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

I.    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.

J.    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.

K.    Employment Agreement shall
mean the amended and restated employment agreement dated as of
May  20,  2005 between the Company and Optionee, as such
agreement is amended from time to time.

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

M.    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.

N.    Expiration Date shall mean
June  1,  2016.

O.    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 

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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.

(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.

P.    Grant Date shall mean
June  1,  2006.

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

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

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

T.    Optionee shall mean Nilesh
Lakhani.

U.    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.

V.    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.

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

X.    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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