Exhibit 10.1


 


SEPARATION AGREEMENT


 


This SEPARATION AGREEMENT (this “Agreement”), is
entered into between CTC Media, Inc., a Delaware corporation (the “Company”),
and Vladimir Khanumyan (the “Executive”).


 


WHEREAS, the parties wish to resolve amicably the Executive’s
separation from the Company and establish the terms of the Executive’s
separation arrangement;


 


NOW, THEREFORE, in consideration of the promises and
conditions set forth herein, the sufficiency of which is hereby acknowledged,
the Company and the Executive agree as follows:


 


1.             Last Date of Employment.  The Company and the Executive agree that the
Executive’s last day of employment with the Company shall be October 1,
2008 (the “Separation Date”).   The
Company and the Executive agree that the termination of his employment with the
Company is at the election of the Executive pursuant to Section 5(c) of
the Employment Agreement entered into between the Company and the Executive on April 13,
2006 (the “Employment Agreement”).  The
Company hereby agrees to waive the six months’ notice required to be given by
the Executive pursuant to Section 5(c) of the Employment Agreement.


 


2.             Employment Agreement.  Up to and including the Separation Date, the
Employment Agreement shall remain in full force and effect.


 


3.             Release. 
On the Separation Date, the Executive agrees to execute and deliver the
Mutual Release attached hereto as Exhibit A (the “Release”).  In consideration for the Release and provided
that the Executive does not revoke the Release within the seven (7) day
revocation period provided therein, the Company agrees to provide the Executive
with the following separation benefits (“Separation Benefits”):


 


(a)           In lieu of the six months’
notice required under Section 5(b) of the Employment Agreement, the
Company shall pay the Executive RUR 4,812,500 (the equivalent of six months’ of
his current annual base salary), less all applicable taxes and withholdings, to
be paid in one lump sum payment promptly following the eighth (8th)
day after the Executive executes and delivers the Release to an account
designated by the Executive.


 

















 


(b)           The
Company shall permit the Executive to continue to have exclusive use of the
Company car that he is currently being provided use of until March 31,
2009 on the same terms as such car was provided to the Executive prior to the
Separation Date; provided, however, that if the Executive wishes
to continue to have use of a Company-employed driver during the period from the
Separation Date until March 31, 2009, the Executive shall be required to
reimburse the Company for the compensation expenses it incurs to employ such
driver for the period of time during which the Executive elects to use the
services of such driver.   The Company
and the Executive acknowledge that the aggregate amount of compensation
expenses to be incurred by the Company for the employment of such driver for
such time period is RUR 414,525 and agree that such amount shall be deducted
from the payment to be made to the Executive under Section 3(a).


 


(c)           Notwithstanding
anything to the contrary in the Option Agreements, (i) to the extent that
an option is not fully vested as of the Separation Date, the Executive shall
continue to vest under the Option Agreements up to and including March 31,
2009 and (ii) the Executive shall be permitted to exercise the options
provided for under the Option Agreements up to and including June 29, 2009
in accordance with the terms of the Option Agreements.  For purposes hereof, “Option Agreements”
shall mean (i) the Notice of Grant of Stock Option granted by the Company
to the Executive on April 28, 2005 and the related Stock Option Agreement;
and (ii) the Stock Option Agreement dated July 14, 2006 between the
Company and the Executive.


 


(d)           The
Company shall pay the Executive for any vacation days that accrued in
accordance with the Employment Agreement but were not taken as of the
Separation Date.  Such payment shall be
based on the Executive’s base annual salary for 2008 of RUR 9,625,000.


 


The Executive
acknowledges and agrees that, other than the Separation Benefits, from the
Separation Date, the Executive is entitled to no other salary, bonus,
consideration and/or benefits under the Employment Agreement or any other
employment agreement between the Executive and any of the Company’s direct or
indirect subsidiaries (together with the Company, collectively, the “Group”).  It is acknowledged that in accordance with
Russian law those Russian members of the Group that employ the Executive may be
required to enter into agreements with the Executive regarding the termination
of his employment with such Group members. 
To the extent that Russian law requires any member of the Group to make
any severance, separation or termination payments to the Executive pursuant to
such 


 


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agreements or
otherwise, the aggregate amount of such payments shall be deducted from the
payment to be made to the Executive pursuant to Section 4(a) above.


 


4.             Confidential Information.  The Executive acknowledges his obligation to
keep confidential all non-public information concerning the Group which he
acquired during the course of his employment with the Company, as stated more
fully in Section 7 of the Employment Agreement, which remains in full
force and effect.  The Executive further
acknowledges and agrees that such obligation shall continue in full force and
effect both during and after the Separation Date.


 


5.             Return of Company Property. 
Subject to Section 3(b) hereof and other than the mobile phone
being used by the Executive as of the Separation Date, the Executive agrees to
return on or before the Separation Date all equipment and property belonging to
the Group including, but not limited to, any Group credit card (and to be responsible for all non-business related
expenses).


 


6.             Non-Competition and Non-Solicitation.  The Executive acknowledges his obligations to
comply with the non-competition and non-solicitation provisions set forth in Section 6
of the Employment Agreement, which remain in full force and effect; provided,
however, that the Company agrees that the non-compete provisions of Section 6(a)(i) of
the Employment Agreement shall continue in effect only through and up to March 31,
2009.  The Executive acknowledges and
agrees that the non-solicitation obligations set forth in Section 6(a) of
the Employment Agreement shall continue in full force and effect until the
second anniversary of the Separation Date.


 


7.             Nature of Agreement.  The Executive and the Company understand and
agree that this Agreement is a separation agreement and does not constitute an
admission of liability or wrongdoing on the part of either party.


 


8.             Amendment.  This Agreement shall be binding upon the
parties and may not be abandoned, supplemented, changed or modified in any
manner, orally or otherwise, except by an instrument in writing of concurrent
or subsequent date signed by a duly authorized representative of the parties
hereto.  This Agreement is binding upon
and shall inure to the benefit of the parties and their respective agents,
assigns, heirs, executors, successors and administrators.


 


9.             Waiver of Rights.  No delay or omission by the Company or the
Executive in exercising any rights under this Agreement shall operate as a
waiver of that or any other 


 


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right.  A waiver
or consent given by the Company or the Executive 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.


 


10.           Validity.  Should any provision of this Agreement be
declared or be determined by any court of competent jurisdiction to be illegal
or invalid, the validity of the remaining parts, terms, or provisions shall not
be affected thereby and said illegal or invalid part, term or provision shall
be deemed not to be a part of this Agreement.


 


11.           Applicable Law; Jurisdiction.  This Agreement shall be governed exclusively
by the laws of the State of Delaware, without regard to conflict of laws
provisions.  The parties hereby
irrevocably and unconditionally consent to submit to the exclusive jurisdiction
of the courts of the State of Delaware and the United States of America located
in the State of Delaware for any actions, suits or proceedings arising out of
or relating to this Agreement (and agree not to commence any action, suit or
proceeding relating thereto except in such courts), and further agree that
service of any process, summons, notice or document by registered mail to the
address set forth below such party’s signature on the signature page hereto
shall be effective service of process for any action, suit or proceeding
brought against such party in any such court. 
The parties hereby irrevocably and unconditionally waive any objection
to the laying of venue of any action, suit or proceeding arising out of this
Agreement in the courts of the State of Delaware or the United States of
America located in the State of Delaware, and hereby further irrevocably and
unconditionally waive and agree not to plead or claim in any such court that
any such action, suit or proceeding brought in any such court has been brought
in an inconvenient forum.


 


12.           Acknowledgments.  The Executive acknowledges that he has been
given twenty-one (21) days to consider this Agreement and that the Company
advised him to consult with an attorney and tax advisor of his own choosing
prior to signing this Agreement. 
Further, the Executive acknowledges he may revoke this Agreement for a
period of seven (7) days after the execution of this Agreement, and the
Agreement shall not be effective or enforceable until the expiration of this
seven (7) day revocation period.


 


13.           Voluntary Assent. 
The Executive affirms that no other promises or agreements of any kind
have been made to or with him by any person or entity whatsoever to cause him
to sign this Agreement, and that he fully understands the meaning and intent of
this Agreement.  The Executive states and
represents that he has had an opportunity to fully 


 


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discuss and review the terms of this Agreement with an
attorney.  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.


 


14.           Entire Agreement.  This Agreement contains and
constitutes the entire understanding and agreement between the parties hereto
with respect to the termination of the Employment Agreement, and supersedes all
previous oral and written negotiations, agreements, commitments, and writings
in connection therewith.


 


15.           Counterparts.  This Agreement may be executed in two (2) signature
counterparts, each of which shall constitute an original, but all of which taken
together shall constitute but one and the same instrument.


 


16.           Resignation of Group Positions.  From and following the Separation Date, the
Executive agrees, at the request of the Company and from time to time, to
tender his written resignation to any director or officer positions he holds in
any of the companies within the Group. 
The Company agrees not to make any claims against the Executive in
connection with his holding positions as an officer and/or director of any of
the Group companies.


 


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IN WITNESS WHEREOF, all parties have set their hand
and seal to this Agreement as of the date written above.


 


 


	
  CTC MEDIA,
  INC.

  	
  EXECUTIVE

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ Anton
  Kudryashov

  	
   

  	
  /s/ Vladimir
  Khanumyan

  
	
   

  	
  Anton
  Kudryashov

  	
  Vladimir
  Khanumyan

  
	
   

  	
  Chief
  Executive Officer

  	
   

  
	
   

  
	
   

  
	
  Date:

  	
  September 30,
  2008

  	
  Date:    September 30,
  2008

  
	
   

  	
   

  
	
  Address:

  	
  Address:

  
	
   

  	
   

  
	
  15A Pravda

  	
   

  
	
  Moscow
  125124

  	
   

  
	
  Russia

  	
   

  
	
   

  	
   

  
	
  Attn: Chief
  Executive Officer

  	
   

  
				



 


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Exhibit A


 


MUTUAL
RELEASE


 


This MUTUAL RELEASE (this “Release”), is entered into
between CTC Media, Inc., a Delaware corporation (the “Company”), and
Vladimir Khanumyan (the “Executive”).


 


WHEREAS, the parties have entered into a Separation
Agreement to resolve amicably the Executive’s separation from the Company and
establish the terms of the Executive’s separation arrangements (the “Separation
Agreement”);


 


WHEREAS, in connection with the Separation Agreement,
the Company and the Executive have agreed to enter into this Release; and


 


WHEREAS, capitalized terms used herein and not
otherwise defined herein shall have the meanings set forth in the Separation
Agreement;


 


NOW,
THEREFORE, in consideration of the promises and conditions set forth herein,
the sufficiency of which is hereby acknowledged, the Company and the Executive
agree as follows:


 


1.             Release by Executive.  In consideration of the payment of the
Separation Benefits, which the Executive acknowledges exceed the benefits
and/or payments the Executive would have otherwise received upon the
termination of the Employment Agreement, the Executive hereby fully, forever,
irrevocably and unconditionally releases, remises and discharges the Company,
and its officers, directors, stockholders, corporate affiliates, subsidiaries,
parent companies, agents and employees (each in their individual and corporate
capacities) (hereinafter, the “Released Parties”) from any and all claims,
charges, complaints, demands, actions, causes of action, suits, rights, debts,
sums of money, costs, accounts, reckonings, covenants, contracts, agreements,
promises, doings, omissions, damages, executions, obligations, liabilities, and
expenses (including attorneys’ fees and costs), of every kind and nature which
the Executive ever had, could have had or now has against the Released Parties, whether known or unknown, suspected or
unsuspected including, but not limited to, (i) all
employment discrimination and other claims under Title VII of the Civil Rights
Act of 1964, 42 U.S.C. §2000e et seq., the
Age Discrimination in Employment Act, 29 U.S.C. § 621 et  seq.,
the Americans With Disabilities Act of 1990, 42 U.S.C. §12101 et  seq.,
all claims under the Family and Medical Leave Act, 29 U.S.C. § 2601 et  seq.,
the Fair Credit Reporting Act, 15 U.S.C. §1681 et
seq., and the Executive Retirement Income
Security Act of 1974 (“ERISA”), 29 U.S.C. §1001 et
seq., all as amended, (ii) all
common law claims including, but not limited to, actions in tort, defamation
and breach of contract, all claims to
any non-vested ownership interest in the Company, contractual or 


 

















 


otherwise, (iii) any claim or damage (including a claim for retaliation)
under any common law theory or any US federal, state or local statute or
ordinance not expressly referenced above and (iv) any claim of any kind
whatsoever brought under the laws of the Russian Federation or local
subdivision thereof.   Notwithstanding
any provision of this Release to the contrary, the Indemnification Agreement
between the Company and the Executive shall continue in full force and effect
and, subject to the terms and conditions thereof, the Executive shall be
entitled to all rights and protections afforded to him by such agreement.


 


2.             Release by Company.   In consideration of the Executive executing
and delivering this Release, the
Company hereby irrevocably and unconditionally releases, remises and discharges
the Executive, his heirs and administrators, or any of them, from any and all
claims, charges, complaints, demands, actions, causes of action, suits, rights,
debts, sums of money, costs, account, reckonings, covenants, contracts,
agreements, promises, doings, omissions, damages, executions, obligations,
liabilities and expenses (including attorney fees and costs) of any kind and
nature which the Company ever had, could have had or now has against the
Executive whether known or unknown, suspected or unsuspected.


 


3.             Validity.  Should any provision of
this Release be declared or be determined by any court of competent
jurisdiction to be illegal or invalid, the validity of the remaining parts,
terms, or provisions shall not be affected thereby and said illegal or invalid
part, term or provision shall be deemed not to be a part of this Release.


 


4.             Applicable Law; Jurisdiction.  This Release shall be governed exclusively by
the laws of the State of Delaware, without regard to conflict of laws
provisions.  The parties hereby
irrevocably and unconditionally consent to submit to the exclusive jurisdiction
of the courts of the State of Delaware and the United States of America located
in the State of Delaware for any actions, suits or proceedings arising out of
or relating to this Agreement (and agree not to commence any action, suit or
proceeding relating thereto except in such courts), and further agree that
service of any process, summons, notice or document by registered mail to the
address set forth below such party’s signature on the signature page hereto
shall be effective service of process for any action, suit or proceeding
brought against such party in any such court. 
The parties hereby irrevocably and unconditionally waive any objection
to the laying of venue of any action, suit or proceeding arising out of this
Agreement in the courts of the State of Delaware or the United States of
America located in the State of Delaware, and hereby further irrevocably and
unconditionally waive and agree 


 


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not to plead or claim in any such court that any such
action, suit or proceeding brought in any such court has been brought in an
inconvenient forum.


 


5.             Acknowledgments.  The Executive acknowledges
that he has been given twenty-one (21) days to consider this Release and that
the Company advised him to consult with an attorney and tax advisor of his own
choosing prior to signing this Release. 
Further, the Executive acknowledges he may revoke this Release for a
period of seven (7) days after the execution of this Release, and this
Release shall not be effective or enforceable until the expiration of this seven
(7) day revocation period.


 


6.             Voluntary Assent.  The Executive affirms that
no other promises or agreements of any kind have been made to or with him by
any person or entity whatsoever to cause him to sign this Release, and that he
fully understands the meaning and intent of this Release.  The Executive states and represents that he
has had an opportunity to fully discuss and review the terms of this Release
with an attorney.  The Executive further
states and represents that he has carefully read this Release, 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.


 


IN WITNESS WHEREOF, all parties have set their hand
and seal to this Agreement as of the date written above.


 


 


	
  CTC MEDIA,
  INC.

  	
  EXECUTIVE

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ Anton
  Kudryashov

  	
   

  	
  /s/ Vladimir
  Khanumyan

  
	
   

  	
  Anton
  Kudryashov

  	
  Vladimir
  Khanumyan

  
	
   

  	
  Chief
  Executive Officer

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Date:

  	
  September 30,
  2008

  	
  Date:    September 30,
  2008

  
				



 


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