Exhibit 10.2


 


Amended and Restated Employment
Agreement


 


This Amended and Restated Employment Agreement (the “Agreement”) is entered into by CTC Media, Inc.,
a Delaware corporation (the “Company”),
and Alexander Rodnyansky (the “Executive”).


 


WHEREAS, subject to the terms and conditions set forth
herein, the Executive and the Company have agreed that the Executive shall
resign as Chief Executive Officer of the Company and as General Director of the
Company’s subsidiaries, ZAO Set Televissionnykh Stantsiy (“CTC Network”) and ZAO Novy Kanal (“Domashny Network”), and he shall remain as
President of the Company and accept an appointment to the Board of Directors of
the Company (the “Board”); and


 


WHEREAS, the Executive and the Company wish to
memorialize the terms of the continued employment of the Executive by the
Company as President and to provide for the terms of upon which the Executive
shall serve on the Board;


 


NOW, THEREFORE, 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,
the parties agree as follows:


 


1.             Term of Employment.
The Company hereby agrees to continue to employ the Executive, and the
Executive hereby accepts continued employment with the Company, upon the terms
and conditions set forth in this Agreement, effective as of August 4, 2008.
The Executive’s employment shall continue until it is terminated in accordance
with the provisions of Section 7.


 


2.             Title; Capacity.


 


(a)           The
Executive shall serve as President of the Company advising on programming and
strategic issues. The Executive agrees to perform such other duties and
responsibilities as the Board or its designee shall from time to time
reasonably assign to him.


 


(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.


 


(c)           The
Executive shall report to the Board and shall be subject to the supervision of,
and shall have such authority as is delegated to him by, the Board or, if the
Board so delegates, the Co-Chairmen of the Board.


 


(d)           The
Executive agrees to devote a reasonable amount of his business time, attention
and energies to the business and interests of the Company and its subsidiaries
(collectively, the “Group”) during
his employment with the Company and shall not engage in any business activities
that would cause the Executive not to be in compliance with Section 9
hereof. The Executive agrees to abide by the rules, regulations, 


 

















 


instructions,
personnel practices and policies of the Company and any changes therein that
may be adopted from time to time by the Company.


 


3.             Service on the
Board. Effective upon the execution and delivery of (i) this Agreement
by the Executive and the Company and (ii) an amendment to be dated on or
about the date that this Agreement is executed and delivered to the
Stockholders’ Agreement dated as of May 12, 2006 among the Company, Alfa
CTC Holdings Limited (“Alfa”) and MTG
Russia AB (“MTG”) by each of the parties to
such amendment, the Executive shall be appointed to the Board. The Executive
hereby irrevocably resigns from the Board on the earliest to occur of (i) the
termination of his employment in accordance with Section 7 hereof, (ii) ninety
(90) days following receipt by the Executive of written notice from either the
Company, MTG or Alfa stating that either or both of MTG or Alfa no longer
support his remaining a member of the Board and (iii) the Executive’s
failure to receive, at any meeting of the shareholders of the Company at which
a proposal for the re-election of the Executive as a member of the Board is
being voted upon, a simple majority of the votes cast in person or by proxy at
such meeting.


 


4.             Resignations. Effective
August 4, 2008, the Executive hereby resigns the following positions:  Chief Executive Officer of the Company;
General Director of CTC Network and General Director of Domashny Network. The
Executive hereby agrees to execute and deliver from time to time such further
agreements, certificates and instruments as the Company may deem necessary or
advisable to further evidence the Executive’s resignation from such positions. Any
payments or benefits due and payable to the Executive by operation of law (including,
without limitation, accrued vacation pay) as a result of the foregoing
resignations shall be deducted from the Executive’s base salary for 2008.


 


5.             Employment
Compensation and Benefits.


 


(a)           Base
Salary. The Group shall pay the Executive, in regular installments in
accordance with the Group’s standard payroll practices, an annual base salary
of RUR 13,750,000 (payable in Russian rubles), less all applicable Russian
federal and local taxes and withholdings; which shall be the aggregate annual
base salary payable to the Executive for his services as President of the
Company, as a member of the Board and any and all other capacities in which he
may serve for any Group company from time to time. Such salary may be adjusted
from time to time in accordance with normal business practice and upon mutual
agreement of the parties.


 


(b)           Discretionary
Bonus. The Executive shall be eligible for an annual discretionary award
(payable in Russian rubles) of up to 60% of his annual base salary, less all
applicable Russian federal and local taxes and withholdings, subject to the
Executive’s achievement of performance targets set by the Board or a committee
thereof; which shall be the aggregate annual discretionary award payable to the
Executive for his services as President of the Company, as a member of the
Board and any and all other capacities in which he may serve for any Group
company from time to time. Whether such performance targets have been achieved
will be decided by the Board or a committee thereof in its sole discretion. In
any event, the Executive must be an active employee of the Company on the date
the bonus for any fiscal year is distributed in order to be eligible for a
bonus award.


 


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(c)           Vacation.
The Executive shall be entitled to 28 calendar days of paid vacation per
calendar year, at such times as may be approved by and in the sole discretion
of the Board or its designee. Any unused vacation time from a particular
calendar year may be carried forward into the immediately following calendar
year but not beyond that year. The Executive shall document such vacation as
required by Group procedures and Russian law. Such vacation days shall accrue
at the rate of 2-1/3 days per month.


 


(d)           Personal
assistant. During the term of this Agreement, the Company shall provide the
Executive with a personal assistant who shall work exclusively for the
Executive.


 


(e)           Mobile
phone. During the term of this Agreement, 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.


 


(f)            Office;
Transportation. During the term of this Agreement, the Company shall
provide the Executive with an office at its Moscow corporate headquarters
(currently 15a Pravda Street, Moscow) and with the exclusive use of a luxury class sedan such as a BMW 7-Series (which
shall remain the property of the Group).


 


 (g)          Insurance. During the term of this
Agreement, the Executive shall be entitled to participate in a life insurance
program that the Company establishes, if any, and makes available to it
employees to the extent that the Executive’s position, tenure, salary, age,
health and other qualifications make him eligible to participate. The Executive’s
coverage under any such program shall be governed by the terms of the life
insurance policy. During the term of this Agreement, the Executive shall be
entitled to participate in a health insurance program with OAO Insurance Group
Energogarant or such other similar health insurance program that the Executive
may select in his discretion, provided that the total annual cost of such
program to the Company shall not exceed $15,000. The Executive’s coverage under
such program shall be governed by the terms of the health insurance policy.


 


(h)           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.


 


(i)            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 traveling on business, the Executive shall be
entitled to be reimbursed for business class air fare but in no event shall the
Company reimburse the Executive for first class air fare.


 


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6.             Taxes. The
Executive shall be responsible for all of his own taxes payable in Russia or
any other jurisdiction in which he is subject to tax.


 


7.             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, for Cause, immediately upon written notice by the
Company to the Executive. 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 Group in a manner
that materially and adversely affects the Group, after written notice of such
failure to perform such duties and a reasonable opportunity to correct such
failure, or (B) the Executive has engaged in dishonesty, gross negligence
or intentional misconduct that materially and adversely affects the Group; (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 the non-competition provisions contained in Section 9
below or the non-disclosure provisions contained in Section 10 below,  caused by the
Executive’s intentional misconduct or gross negligence; or (iv) the
Executive’s intentional violation of Group policy in a manner that materially
and adversely affects the Group, after written notice of such violation and a
reasonable opportunity to correct such failure.


 


(b)           At the
election of the Company, without Cause, upon not less than ninety (90) days’
prior written notice of termination.


 


(c)           At the
election of the Executive, upon not less than ninety (90) days prior written
notice of resignation.


 


8.             Severance upon
Termination. If the Company elects to terminate this Agreement without
Cause pursuant to Section 7(b) above, the Company shall pay the
Executive a severance payment equal to three (3) months of the Executive’s
then current annual base salary, less applicable taxes and withholdings; provided,
however, that any severance payment shall be conditioned upon the
Executive signing a severance agreement and release in a form satisfactory to
the Company. 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 8.


 


9.             Non-Competition and Non-Solicitation.


 


(a)           During
the term of the Executive’s employment and for a period of two (2) years
after the termination of such employment, 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 capacity
whatsoever (other than as the holder of not more than one percent (1%) of the
total outstanding stock of a publicly held company), engage in the business of
television broadcasting in Russia (including free to air and pay tv but
excluding 


 


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production and
distribution of programming), Ukraine or in any other country in which the
Company or any member of the Group is then operating or in which it has
undertaken material preparations to begin operating (the “Covered Area”);
or


 


(ii)           recruit,
solicit or induce, or attempt to induce, any employee or employees of the Group
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
contact while employed by 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.


 


Notwithstanding the foregoing and notwithstanding the countries that
then-comprise the Covered Area, for so long as the Group does not have operations
in Ukraine the Executive’s ownership of up to a 5% interest in Broadcasting
Company “Studio 1+1” (“Studio 1+1”)
and the fact that he acts as an independent consultant to such company shall
not be deemed to be a breach of subclause (i) of this Section 9(a) during
the term of this Agreement, and following the termination of this Agreement,
the Executive shall be permitted to hold the same ownership interest he held in
“Studio 1+1” at the date of the termination of this Agreement for the two-year
period following the date of termination of this Agreement and continue to act
as an independent consultant to such company; it being understood that the
Executive’s sole relationship with the group of companies affiliated with
Studio 1+1 shall be his ownership interest in Studio 1+1 and such consulting
relationship and he shall not be permitted to be a director, officer or
employee of such companies. Immediately upon the Group establishing or
acquiring operations in Ukraine, the Executive shall cease to act as a consultant
to the Studio 1+1 group of companies but shall be permitted to retain his 5%
ownership interest in Studio 1+1 so long as he acts merely as a passive
shareholder thereof.


 


(b)           If any
restriction set forth in this Section 9 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 9
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 9 will cause the Company
substantial and irrevocable damage and therefore, in the event of any such
breach, in addition to such 


 


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other remedies
which may be available, the Company shall have the right to seek specific
performance and injunctive relief.


 


(d)           The
provisions of Section 9 survive the termination of the Executive’s
employment and the termination of this Agreement.


 


10.           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
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; programming schedules; material
terms of contracts; projects; developments; plans; research, financial and
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, unless and until such Proprietary
Information has become public knowledge without fault by the Executive.


 


(b)           The
Executive agrees that all files, letters, memoranda, reports, records, data,
sketches, drawings, 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 this Section 10 survive the termination of the Executive’s
employment and the termination of this Agreement.


 


11.           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 Group 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 Group 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 Group.


 


12.           Amendment to Share
Appreciation Rights Agreement. The Company and the Executive hereby agree
that the Share Appreciation Rights Agreement dated as of September 16,
2003 between the Company and the Executive (the “SAR”) is hereby amended by (i) deleting 


 


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Section 12.3 thereto
in its entirety and replacing it with Section 9 hereto, (ii) deleting
Section 12.1 thereto in its entirety and replacing it with Section 10
hereto and (iii) deleting Section 12.2 thereto in its entirety and
replacing it with Section 11 hereto. In effecting such amendments, the
original Section numbering contained in the Share Appreciation Rights
Agreement shall be retained, the references to the “Executive” in this
Agreement shall be replaced with “Mr. Rodnyansky” for purposes of the SAR
and the references to this “Agreement” in this Agreement shall be replaced with
“the amended and restated employment agreement dated as of October [  ], 2008 between Mr. Rodnyansky and the
Company, as such agreement is amended from time to time,” for purposes of the
SAR.


 


13.           Continued
Effectiveness of SAR and IPO Option Grant. The Company hereby acknowledges
and agrees that effectiveness of the SAR and the effectiveness and vesting of
the option agreement dated as of  July 14,
2006 between the Executive and the Company (the “IPO Option
Grant”) are not affected by the Executive’s resignations set out in Section 4
hereof and the Company hereby reconfirms its obligations under the SAR and the
IPO Option Grant in accordance with the terms and conditions set out therein
and, with respect to the SAR, as amended by Section 12 hereof.


 


14.           Notices. All notices,
demands and all other communications required or permitted under this Agreement
shall be in writing in Russian or English and shall be deemed to have been duly
given when delivered or (unless otherwise specified) mailed by certified or
registered mail, return receipt requested, postage prepaid, to the registered
address of the Company (in the case of notices by the Executive) or to the
address of the Executive indicated on the signature page hereto (in the
case of notices by the Company); or to such other address as either party may
have furnished to the other pursuant to the terms of this Section 14;
except that notices of changes of address shall be effective only upon receipt.


 


15.           Entire Agreement.


 


(a)           This Agreement, the
indemnification agreement dated as of July 22, 2005 between the Company
and the Executive, the SAR and the IPO Option Grant constitute the entire
agreement between the parties and supersede all prior agreements and
understandings, whether written or oral, relating to the subject matter hereof
and thereof. In the event of any inconsistency between this Agreement and any
other employment agreement between the Executive and a member of the Group, the
terms of this Agreement shall govern to the extent permissible under the laws
of the Russian Federation.


 


(b)           For the avoidance of
doubt, payments, benefits and entitlements under this Agreement and all
employment agreements between the Executive and any other member of the Group
shall not be cumulative. Any payments, benefits or entitlements provided for
under any employment agreement with any other member of the Group shall be
deducted from any payments, benefits or entitlements due pursuant to this
Agreement.


 


16.           Amendment. This
Agreement may be amended or modified only by a written instrument executed by
both the Company (as authorized by the Board or a committee thereof) and the
Executive.


 


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17.           Governing Law, Forum
and Jurisdiction. This Agreement shall be governed by and construed under
and in accordance with the laws of the State of Delaware. Any action, suit, or
other legal proceeding which is commenced to resolve any matter arising under
or relating to any provision of this Agreement shall be commenced only in a
court of the State of Delaware (or, if appropriate, a federal court located
within Delaware), and the Company and the Executive each consents to the
exclusive jurisdiction of such a court.


 


18.           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.


 


19.           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.


 


20.           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.


 


21.           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.


 


22.           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.


 


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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:

  	
  8
  October 2008

  	
   

  	
  /s/ Boris
  Podolsky

  
	
   

  	
   

  	
   

  	
  By:

  	
  Boris Podolsky

  
	
   

  	
   

  	
   

  	
   

  	
  Chief Financial
  Officer

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Address:

  	
  Pravda Street,
  15A

  
	
   

  	
   

  	
   

  	
   

  	
  125124 Moscow,
  Russia

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Dated:

  	
  8
  October 2008

  	
   

  	
  /s/ Alexander
  Rodnyansky

  
	
   

  	
   

  	
   

  	
  Alexander
  Rodnyansky

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Address:

  
						



 


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