Exhibit 10.1


 


AMENDMENT NO. 1 TO SEPARATION
AGREEMENT


 


This Amendment No. 1 (this
“Amendment”) to that certain Separation Agreement dated as of September 30,
2008 (the “Separation Agreement”) between CTC Media, Inc., a Delaware
corporation (the “Company”), and Vladimir Khanumyan (the “Former Executive”)  is made as of January 15, 2009 and is
entered into by the Company and the Former Executive.


 


Preliminary Statement:


 


A.           Subject
to the terms and conditions set forth herein, the Former Executive and the Company
wish to amend the Separation Agreement to modify Section 3(c) thereof.


 


B.            Capitalized
terms used herein and not otherwise defined herein shall have the meanings
ascribed to such terms in the Separation Agreement.


 


In consideration of the mutual covenants contained
herein, and for other valuable consideration, receipt of which is hereby
acknowledged, the parties hereto agree as follows:


 


Agreements:


 


1.            Amendment
to the Separation Agreement.  Section 3(c) of
the Separation Agreement is hereby amended by deleting such section in its
entirety and replacing it with the following:


 


“(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 December 31,
2010 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.”


 


2.            General.


 


(a)          Section Headings.  The section headings herein are for the
convenience of the parties and in no way affect the validity or enforceability
of any other provision of this Amendment.


 


(b)          Severability.  The invalidity or unenforceability of any
provision of this Amendment shall not affect the validity or enforceability of
any other provision of this Amendment.


 

















 


(c)          Complete
Agreement.  The Separation Agreement,
as amended by this Amendment, constitutes the entire agreement and
understanding of 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.


 


(d)          Counterparts;
Facsimile Signatures.  This Amendment
may be executed in any number of counterparts, each of which shall be deemed to
be an original, and all of which together shall constitute one and the same
document.  This Amendment may be executed
by facsimile signatures.


 

















 


IN WITNESS WHEREOF, this Agreement has been executed
by the parties hereto as of the day and year first written above.


 


 


	
   

  	
  CTC MEDIA, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Boris Podolsky

  
	
   

  	
   

  	
   

  	
  Boris Podolsky

  
	
   

  	
   

  	
   

  	
  Chief Financial Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  FORMER EXECUTIVE

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  /s/ Vladimir Khanumyan

  
	
   

  	
  Vladimir Khanumyan