Exhibit 10.3


 


EMPLOYMENT
AGREEMENT


 


THIS EMPLOYMENT
AGREEMENT (this “Agreement”) is entered into by CTC
Media, Inc., a Delaware corporation (the “Company”),
and Anton Kudryashov (the Executive”).


 


WHEREAS,
the Company desires to employ the Executive, and the Executive desires to be
employed by the Company.


 


In
consideration of the mutual covenants and promises contained herein, and other
good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged by the parties hereto, the parties agree as follows:


 


1.                                       Term
of Employment.  The Company hereby
agrees to employ the Executive, and the Executive hereby accepts employment
with the Company, upon the terms set forth in this Agreement, effective as of August 4,
2008 (the “Commencement Date”).  The Executive’s employment and this Agreement
shall continue until the Executive’s employment is terminated in accordance
with the provisions of Section 5.


 


2.                                       Title;
Capacity.


 


a)                                      The
Executive shall serve as Chief Executive Officer of the Company.  The Executive agrees to perform such other
duties and responsibilities as the Company’s Board of Directors (the “Board”) or its designee shall from time to time reasonably
assign to him and which are consistent with his status as Chief Executive Officer.


 


b)                                     The
Executive shall be based at the Company’s headquarters in Moscow, Russia or
such other location as the Company and the Executive shall mutually agree.  The Company acknowledges that from the
Commencement Date through April 5, 2009, the Executive will be permitted
to work a reasonable number of days from the United Kingdom in order to satisfy
residency requirements there.


 


c)                                      The
Executive shall have the duties and authorities that are reasonably necessary
for the Chief Executive Officer to have in order to enable him to fulfill his
duties and responsibilities.  The
Executive shall be subject to the supervision of, and shall have such authority
as is delegated to him by, the Board and the Company’s bylaws and charter.


 


d)                                     The
Executive agrees to devote his entire business time, attention and energies to
the business and interests of the Company and its subsidiaries (the “Group”) during his employment with the Company and shall not
engage in any other business activities without the prior written approval of
the Board; provided, however, that, the Executive shall be permitted to devote
a reasonable amount of time to civic, charitable and community affairs and the
management of his personal investments and affairs.  The Executive agrees to abide by the rules,
regulations, instructions, personnel practices and


 

















 


policies of the Company
that have been delivered to the Executive and any changes therein that may be
adopted from time to time by the Company (to the extent such changes apply
generally to all senior Company employees).


 


3.                                       Compensation
and Benefits.


 


a)                                      Base
Salary.  The Company shall pay the
Executive, in regular installments in accordance with the Company’s standard
payroll practices, an annual base salary (the “Base Salary”)
of RUR 15,490,000, less all applicable Russian federal and local taxes and
withholdings, for the period commencing on the Commencement Date and ending on December 31,
2009.  For the 2010 calendar year, the
Base Salary shall be increased to RUR 17,602,850.  From January 1, 2011, the Base Salary
may be adjusted (but not reduced) from time to time in accordance with normal
business practice and upon mutual agreement of the parties.  The Base Salary shall be pro-rated for any
year in which the Executive is not an employee of the Company for the full
year.


 


b)                                     Annual
Bonus.  Beginning with the 2009
fiscal year, the Executive shall be eligible for an annual bonus of up to RUR
9,387,880, less all applicable Russian federal and local taxes and
withholdings, subject to the achievement of performance targets to be set by
the Board or a committee thereof no later than the end of first quarter of the
relevant year.  Whether such performance
targets have been achieved will be decided by the Board or a committee thereof
in its reasonable good faith discretion. 
With respect to the 2008 fiscal year, the Executive shall be eligible to
receive a bonus, payable in cash, of up to RUR 3,911,625, less all
applicable Russian federal and local taxes and withholdings, the payment and
amount of which shall be in the sole discretion of the Board or a committee
thereof.  Other than as expressly set
forth in Section 6(b), the Executive must be an active employee of the
Company on the date bonuses for any fiscal year are generally distributed to
the Company’s senior management in order to be eligible for a bonus award for
that year.  Any annual bonus payable
hereunder shall be paid by the Company to the Executive in accordance with the
Company’s normal practice as applied to its three most senior executives.


 


c)                                      Relocation
Expenses.  Upon presentation of
reasonable documentary evidence of such expenses to the Audit Committee of the
Board, the Company shall reimburse the Executive for, or, in the case of
rent-related prepayments, pay on behalf of the Executive, reasonable
out-of-pocket expenses related to relocating from London to Moscow, including
accommodation expenses in Moscow for him and his immediate family (including
hotel accommodation until such time as suitable permanent accommodation can be
secured) for a period of up to 18 months following the Commencement Date,
shipment of household goods to Moscow, fees charged by a local broker for
locating a suitable home for the Executive and his family in the Moscow area;
and business class airfare between London and Moscow for him and his immediate
family for a period of up to 18 months following the Commencement Date.  To the extent the Executive is required to
pay taxes in any applicable jurisdiction in relation to the reimbursement of
these relocation expenses and upon presentation of reasonable evidence that
such taxes are payable and have been or will be paid by the Executive, the
Company shall “gross-up” the amounts reimbursed to the Executive to make him
whole for such 


 


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taxes.  The maximum amount the Company shall
reimburse the Executive for relocation expenses in accordance with this Section 3(d) shall
be US$1 million (which shall be inclusive of any tax “gross-up” amounts).


 


d)                                     Vacation.
The Executive shall be eligible to accrue a maximum of 20 business days of paid
vacation per calendar year, subject to proration to the Commencement Date and
to be taken at such times as may be approved by and in the sole discretion of
the Company (which approval shall not be unreasonably withheld or
delayed).  Such vacation days shall
accrue at the rate of 1.667 days per month; although the Executive shall be
permitted to take vacation time prior to accruing such days.  From the Commencement Date until April 5,
2009, the Executive shall make a good faith determination of whether days spent
in the United Kingdom toward satisfying his UK residency requirement shall be
accrued as vacation days.  If as a result
of time spent in the UK, the Executive exceeds the maximum number of vacation
days to which he is entitled through April 5, 2009, the number of vacation
days to which the Executive is entitled for the remainder of 2009 shall be
reduced by the number of extra vacation days taken in that earlier period. Up
to five days of accrued but unused vacation days may be carried over to the
next calendar year.


 


e)                                      Stock
Option Grant.  On the Commencement
Date, the Company shall grant to the Executive (or a trust designated by the
Executive the beneficiaries of which are members of the Executive’s immediate
family) an option to purchase shares of Common Stock of the Company (the “Option”) under the terms and conditions set forth in Exhibit A
hereto.  The Company represents that it
has properly reserved the number of shares subject to the grant hereunder and
has all corporate authority to make the grant. 
The shares subject to the award described in this clause e) shall be
registered on a Form S-8 or other appropriate registration statement under
the Securities Act of 1933, as amended.


 


f)                                        Health
insurance.  The Company shall provide
the Executive and his immediate family with medical insurance, at the Company’s
sole cost (other than any income tax liability of the Executive with respect to
such benefit), with a reputable international insurance provider.  Such coverage shall be governed by the terms
of the insurance policy and the Company will use its best efforts to cause such
coverage to take effect promptly following the Commencement Date.


 


g)                                     Transportation.  The Company shall provide the Executive with
the exclusive use of a luxury class sedan car (which shall remain the property
of the Company) and a driver during the term of the Executive’s employment with
the Company.  The Executive shall have
discretion to choose the make of this car so long as the cost of such car
(exclusive of maintenance and fuel) does not exceed the amount allocated for
the Chief Executive Officer’s car in the Company’s current budget.  To the extent that the cost of such car does
exceed such amount, the excess shall be deducted from the Base Salary.


 


h)                                     Personal
assistant.  The Company shall, at its
sole cost, provide the Executive with a personal assistant who shall work
exclusively for the Executive.  The 


 


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Company shall also
provide office space for a second personal assistant for whom the Executive
shall bear full responsibility for all compensation expenses.


 


i)                                         Mobile
phone.  The Company shall provide the
Executive with a mobile phone and shall pay the line rental and service fees
and the cost of any business-related calls and data traffic.


 


j)                                         Equipment.  The Company shall consider on a case-by-case
basis the Executive’s reasonable requests for home office equipment (such as a
laptop computer, printer and/or fax machine) and, to the extent the Company
believes the Executive’s service to the Company requires the use of such items,
it shall provide them to the Executive (but, at all times, such items shall
remain the property of the Company).


 


k)                                      Reimbursement
of Expenses.  During the term of this
Agreement, the Company shall reimburse the Executive for reasonable travel or
other business-related out-of-pocket expenses incurred in connection with the
performance of the Executive’s duties under this Agreement upon presentation of
receipts and/or other documentation evidencing such expenses.  When travelling on business, the Executive
shall be entitled to be reimbursed for business class air fare; provided,
however, that for air travel in excess of 5 hours flying time, the
Executive shall be entitled to be reimbursed for first class airfare.


 


l)                                         Indemnification
Agreement.  The Company shall enter
into the Company’s standard officer indemnification agreement with the
Executive (the “Indemnification Agreement”)
which shall provide that, subject to the terms and conditions thereof, the
Company shall indemnify the Executive for liabilities incurred by him arising
from his services to the Group.


 


m)                                   Other
Benefits.  From time to time the
Compensation Committee of the Board may approve other benefit programs to be
generally available to the executive management of the Company.  The Executive will be permitted to
participate in such benefit programs provided that, to the extent applicable,
any policies covering such benefits permit the Executive to participate.


 


n)                                     Reimbursement
of Attorney Fees.  The Company shall
reimburse the Executive, or pay directly, upon submission to the Company of a
statement for services, the amount payable by the Executive to the attorney(s) of
the Executive’s choice that the Executive has retained to advise the Executive
with regard to the negotiation and execution of this Agreement and related
documentation; provided, however, that (i) the fees charged
by such attorney(s) are computed at the standard hourly rate for such
attorney(s), and (ii) such reimbursement or payment shall not exceed, in
the aggregate, US$10,000.


 


4.                                       Taxes.  Other than as expressly set out in Section 3(c),
the Executive shall be responsible for all of his own individual federal and/or
local taxes payable in Russia or any other jurisdiction in which he is subject
to tax and he shall pay such taxes directly or, to the extent 


 


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required by Russian law, the Company shall withhold such taxes from
payments it is required to make to the Executive hereunder.


 


5.                                       Employment
Termination.  The employment of the
Executive by the Company pursuant to this Agreement shall terminate upon the
occurrence of any of the following:


 


a)                                      At
the election of the Company by an action taken by a simple majority of the
Board at a meeting at which the Executive is permitted to appear before the
Board, for Cause, immediately upon written notice by the Company to the
Executive after observance of any cure period provided in the following
sentence.  For the purposes of this
Agreement, “Cause” for termination shall be deemed to exist upon: (i) a
good faith finding by the Company that (A) the Executive has failed to
adequately perform the material aspects of his 
assigned duties for the Company in a manner that materially and
adversely affects the Company, or (B) the Executive has engaged in
dishonesty, gross negligence or intentional misconduct that materially and
adversely affects the Company; (ii) the Executive’s conviction of, or the
entry of a pleading of guilty or nolo
contendere by the Executive, to any crime involving moral turpitude
or any felony; (iii) the Executive’s material breach of Section 7 or
8 hereof if such breach is caused by the Executive’s intentional misconduct or
gross negligence; or (iv) the Executive’s intentional violation of Company
policy in a manner that materially and adversely affects the Company, in the
case of an event set out in subclauses (i)(A) and (iv) above, after (1) written
notice of such event and (2) where the failure or violation that is the
subject of the notice is capable of correction, the failure of the Executive to
correct the failure or violation in question after a 15-day cure period.


 


b)                                     At
the election of the Company, without Cause, upon not less than six months’
prior written notice of termination.


 


c)                                      Upon
the Executive’s death or by the Company on account of the Executive’s
Disability (as defined in the Option).


 


d)                                     At
the election of the Executive, otherwise than for Good Reason (as defined
below), upon not less than six months’ prior written notice of resignation.


 


e)                                      At
the election of the Executive for Good Reason upon not less than 60 calendar
days’ notice.  For purposes hereof, the
Executive shall be entitled to elect to terminate this Agreement for “Good
Reason” for any of the following reasons: (i) a material reduction in the
Executive’s duties and responsibilities, (ii) a reduction in the Executive’s
Base Salary or maximum target bonus opportunity; (iii) a change of
geographic location of the Executive’s principal base of operation to a
location other than the greater Moscow metropolitan area; or (iv) the
failure of the Company to pay any amounts due hereunder subject to the Company’s
right to cure for no less than 15 days after written notice from the Executive.


 


6.                                       Payments
upon Termination.


 


a)                                      Upon
any termination of this Agreement in accordance with Section 5, the
Company shall pay to the Executive any accrued but unpaid Base Salary, accrued
but 


 


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unpaid vacation days and
any unreimbursed expenses to which the Executive is entitled (the “Accrued Amounts”).


 


b)                                     In
addition to any Accrued Amounts, if the Company elects to terminate this
Agreement without Cause pursuant to Section 5(b) above or if the
Executive elects to terminate this Agreement for Good Reason pursuant to Section 5(e) above,
then, in either case, the Company shall pay the Executive, within 75 days
following such termination, a severance payment equal to six months of the
Executive’s then current Base Salary, less all applicable Russian federal and
local taxes and withholdings; provided, however, that any
severance payment shall be conditioned at the election of the Company upon the
Executive signing a release in substantially the form attached hereto as Exhibit B
(the “Release”).


 


c)                                      In
addition to any Accrued Amounts, if this Agreement is terminated by the Company
upon the Executive’s death or in connection with the Executive’s Disability,
the Company shall pay the Executive (or in the case of his death, his estate or
heirs) (i) within 75 days of such termination US$1 million, less all
applicable Russian federal and local taxes and withholdings, and (ii) the
pro rata portion of the annual bonus for the fiscal year in which the
termination occurred subject to the achievement of the performance objectives
for such year and, if the termination occurs prior to the date of payment of
the annual bonus for the prior fiscal year, the annual bonus for the prior
fiscal year subject to the achievement of the performance objectives for such
prior fiscal year, each to be paid when bonuses for such years are generally
paid to the Company’s three most senior executives; provided, however,
that any such payments shall be conditioned at the election of the Company upon
the Executive (or his legal representative or heirs, as appropriate) signing
the Release.


 


d)                                     Any
post-termination payments or benefits due and payable to the Executive by
operation of law (but not pursuant to any other agreement with the Company)
shall be deducted from any amount of severance otherwise payable under this Section 6.


 


e)                                      This
Section 6 shall survive the termination of this Agreement.


 


7.                                       Non-Competition
and Non-Solicitation.


 


a)                                      During
the term of the Executive’s employment and for a period of one (1) year
with respect to subclause (i) below, and for a period of two (2) years
with respect to subclause (ii) and (iii) below, from the date at
which the Company and the Executive agree that the Executive shall no longer be
required to perform his duties and responsibilities under this Agreement (i.e.
from the date the Executive is no longer performing services under this
Agreement (which, for the avoidance of doubt, may be before any notice period
for termination under this Agreement has lapsed), the Executive will not
directly or indirectly:


 


i)                                         as
an individual proprietor, partner, stockholder, officer, employee, director,
independent consultant, joint venturer, investor, lender, or in any other 


 


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capacity whatsoever
(other than as the holder of not more than five percent (5%) of the total
outstanding stock of a publicly held company), engage in the business of
television broadcasting (including, without limitation, the production of
programming for television broadcast) in (A) Russia, (B) in any other
country in the Commonwealth of Independent States (as comprised as of the date
hereof) or (C) in any other country in which the Company or any member of
the Group then has a television broadcasting license or in which it has
undertaken material preparations to obtain a television broadcasting license;
or


 


ii)                                      recruit,
solicit or induce, or attempt to induce, any employee or employees of the Group
(other than the Executive’s personal assistant(s) and his driver) who were
employees of the Group at any time during the six (6) months up to and
including the date of the Executive’s termination to terminate their employment
with, or otherwise cease their relationship with, the Group; or


 


iii)                                   solicit,
divert or take away, or attempt to divert or to take away, the business or
patronage of any of the current or prospective business partners, advertisers
or affiliate stations of the Group with whom the Executive had significant
business discussions and/or negotiations (as evidenced by written
correspondence and/or email communications) while employed by the Company and
as a result of Executive’s employment with the Company.


 


Without limiting the
generality of subclause (i) above, the Executive acknowledges and agrees
that the provisions of subclause (i) extend to his acting as an officer,
employee or director of, independent consultant to and/or stockholder of,
Central European Media Enterprises Ltd or any affiliate thereof.


 


(b)                                 If
any restriction set forth in this Section 7 is found by any court of
competent jurisdiction to be unenforceable because it extends for too long a
period of time or over too great a range of activities or in too broad a
geographic area, it shall be interpreted to extend only over the maximum period
of time, range of activities or geographic area as to which it may be
enforceable.


 


(c)                                  The
Executive acknowledges and agrees that the restrictions contained in this Section 7
are necessary for the protection of the business and goodwill of the Group and
are considered by the Executive to be reasonable for such purpose.  The Executive agrees that any breach of this Section 7
will cause the Company substantial and irrevocable damage and therefore, in the
event of any such breach, in addition to such other remedies which may be
available, the Company shall have the right to seek specific performance and
injunctive relief.


 


d)                                     The
provisions of Section 7 survive the termination of the Executive’s
employment and the termination of this Agreement.


 


8.                                       Proprietary
Information.


 


a)                                      The
Executive agrees that all information and know-how, whether or not in writing,
of a private, secret or confidential nature concerning the Group’s business or 


 


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financial affairs
(collectively, “Proprietary Information”) is and
shall be the exclusive property of the Group. 
By way of illustration, but not limitation, Proprietary Information may
include business processes, methods and techniques; planned programming
schedules; material terms of contracts, research data, personnel data, computer
programs and supplier lists.  The
Executive shall not disclose any Proprietary Information to others outside the
Group or use the same for any unauthorized purposes without written approval of
the Board, either during or after his employment; provided, however,
that, Proprietary Information shall not include information which, at the time
of disclosure or use, was generally available to the public other than by
breach of this Agreement or was available to the party to whom disclosed on a
non-confidential basis by disclosure or access provided by the Company or a
third party without breaching any obligations of the Company, the Executive or
such third party or was otherwise developed or obtained legally and
independently by the person to whom disclosed without breach of this Agreement;
and provided, further, that, the Executive may disclose
Proprietary Information when required to do so by a court of competent
jurisdiction, by any governmental agency having supervisory authority over the
business of the Group or by any administrative or legislative body (or
committee thereof) with jurisdiction to order the Executive to divulge,
disclose or make accessible such information.


 


(b)                                 The
Executive agrees that all files, letters, memoranda, reports, records, data,
notebooks, program listings, or other written, photographic, or other tangible
material containing Proprietary Information, whether created by the Executive
or others, which shall come into his custody or possession, shall be and are
the exclusive property of the Group to be used by the Executive only in the
performance of his duties for the Group.


 


(c)                                  The
Executive agrees that his obligation not to disclose or use information,
know-how and records of the types set forth in paragraphs (a) and (b) above,
also extends to such types of information, know-how, records and tangible
property of business partners of the Group or other third parties who may have
disclosed or entrusted the same to the Group or to the Executive in the course
of the Group’s business.


 


d)                                     The
provisions of Section 8 survive the termination of the Executive’s
employment and the termination of this Agreement.


 


9.                                       No
Restrictions On Employment.  The
Executive hereby represents that he is not bound by the terms of any agreement
with any previous employer or other party to refrain from using or disclosing
any trade secret or confidential or proprietary information in the course of
his employment with the Company or to refrain from competing, directly or
indirectly, with the business of such previous employer or any other
party.  The Executive further represents
that his performance of all the terms of this Agreement and as an employee of
the Company does not and will not breach any agreement to keep in confidence
proprietary information, knowledge or data acquired by him in confidence or in
trust prior to his employment with the Company.


 


10.                                 Notices.  All notices required or permitted under this
Agreement shall be in writing in English and shall be deemed to have been duly
given when delivered either in person and shall be deemed effective upon
personal delivery or upon sending by a reputable overnight 


 


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courier service, addressed to the other party at the
address shown on the signature page hereto, or at such other address or
addresses as either party shall designate to the other in accordance with this Section 10.


 


11.                                 Entire
Agreement.  This Agreement, together
with the Option and the Indemnification Agreement, constitutes the entire
agreement between the parties and supersedes all prior agreements and
understandings, whether written or oral, relating to the subject matter of this
Agreement.


 


12.                                 No
Cumulative Benefits.  In connection
with the Executive’s employment with the Company, he will be asked to be
officers and directors of other Group companies.  In connection therewith and consistent with
Russian law, the Executive will be required to enter into employment contracts
and other similar agreements with such Group companies (“Other Group
Employment Contracts”). 
Payments, benefits and entitlements under this Agreement and under all
Other Group Employment Contracts shall not be cumulative.  Any payments, benefits or entitlements
provided for under any Other Group Employment Contract shall be deducted from
any payments, benefits or entitlements due under this Agreement.


 


13.                                 Amendment.  This Agreement may be amended or modified
only by a written instrument executed by an officer of the Company authorized
by the Board and the Executive.


 


14.                                 Governing
Law.  This Agreement shall be
governed by and construed under and in accordance with the laws of the State of
Delaware.


 


15.                                 Arbitration.
Any dispute concerning, arising out of or relating to this Agreement shall be
submitted to binding arbitration before the London Court of International
Arbitration (the “LCIA”) and the
arbitration shall be conducted pursuant to the LCIA Rules.  The number of arbitrators shall be three (the
“Arbitrators”).  One Arbitrator shall be selected by the
Company, one shall be selected by the Executive and the third (who shall serve
as Chair of the arbitral tribunal) shall be selected by the other two
Arbitrators.  In the event that either
the Company or the Executive shall fail to select its or his Arbitrator within
thirty days after the matter is submitted for arbitration, then, upon request
of the other, such Arbitrator shall be appointed by the LCIA.  In the event the two Arbitrators selected by
the Company and the Executive fail to select the third Arbitrator within 15
calendar days of the appointment of the second Arbitrator, then, upon request
of either of them, such third Arbitrator shall be appointed by the LCIA.  The arbitration shall be conducted in
accordance with the following additional provisions:


 


(i)                                     The
parties shall commence the arbitration by jointly filing a written submission
with the LCIA.


 


(ii)                                  The
seat of arbitration shall be London, England; the language to be used in the
arbitral proceedings shall be English; and the governing law shall be the
substantive internal laws of the State of Delaware.


 


(iii)                               Not
later than 30 calendar days after the conclusion of the arbitration hearing,
the Arbitrators shall prepare and distribute to the parties a writing setting
forth the arbitral decision (which shall be by majority vote) and the
Arbitrators’ reasons therefor.  Any


 


9

















 


award rendered by the
Arbitrators shall be final, conclusive and binding upon the parties, not
subject to appeal, and judgment thereon may be entered and enforced in any
court of competent jurisdiction, provided that the Arbitrators shall have no
power or authority to grant injunctive relief, specific performance or other
equitable relief.


 


(iv)                              The
Arbitrators shall have no power or authority, to (x) modify or disregard
any provision of this Agreement, including the provisions of this Section 15,
or (y) address or resolve any issue outside the scope of the arbitration
provision that is not submitted by the parties.


 


(v)                                 The
parties shall not be entitled to discovery, and the Arbitrators shall have no
power to order discovery of documents, oral testimony or other materials.


 


(vi)                              In
connection with any arbitration proceeding pursuant to this Agreement, each
party shall bear its or his own costs and expenses.


 


16.                                 Successors
and Assigns.  This Agreement shall be
binding upon and inure to the benefit of both parties and their respective
successors and assigns, including any corporation with which or into which the
Company may be merged or which may succeed to its assets or business, provided,
however, that the obligations of the Executive are personal and shall not be
assigned by him.


 


17.                                 Acknowledgment.  The Executive states and represents that he
has had an opportunity to fully discuss and review the terms of this Agreement
with an attorney of his own choosing. 
The Executive further states and represents that he has carefully read
this Agreement, understands the contents herein, freely and voluntarily assents
to all of the terms and conditions hereof, and signs his name of his own free
act.


 


18.                                 No
Waiver.  No delay or omission by the
Company in exercising any right under this Agreement shall operate as a waiver
of that or any other right.  A waiver or
consent given by the Company on any one occasion shall be effective only in
that instance and shall not be construed as a bar or waiver of any right on any
other occasion.


 


19.                                 Validity/Severability.  In case any provision of this Agreement shall
be invalid, illegal or otherwise unenforceable, the validity, legality and
enforceability of the remaining provisions shall in no way be affected or
impaired thereby.


 


20.                                 Captions.  The captions of the sections of this
Agreement are for convenience of reference only and in no way define, limit or
affect the scope or substance of any section of this Agreement.


 


21.                                 Counterparts.  This Agreement may be executed in one or more
counterparts, each of which shall be deemed to be an original but all of which
together will constitute one and the same instrument.


 


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[The remainder of this page is
intentionally left blank.]


 


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IN
WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day
and year set forth below.


 


 


	
   

  	
  CTC MEDIA, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
  Dated:  November 7, 2008

  	
  /s/ Boris Podolsky

  
	
   

  	
  By:

  	
  Boris Podolsky

  
	
   

  	
   

  	
  Chief Financial Officer

  
	
   

  	
   

  	
   

  
	
   

  	
  Address:  

  	
  15A Pravda Street

  
	
   

  	
   

  	
  Moscow 125124

  
	
   

  	
   

  	
  Russia

  
	
   

  	
   

  	
   

  
	
   

  	
  ANTON KUDRYASHOV

  
	
   

  	
   

  
	
   

  	
   

  
	
  Dated: November 7,
  2008

  	
  /s/ Anton Kudryashov

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Address:  

  	
  31 Abbots Drive

  
	
   

  	
   

  	
  Virginia Water

  
	
   

  	
   

  	
  GU25 4SE

  
	
   

  	
   

  	
  UK

  
				



 


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