Exhibit 10.3


 


CTC MEDIA, INC.


 


AMENDMENT
NO. 1


TO


AMENDED
AND RESTATED EMPLOYMENT AGREEMENT


 


This Amendment No. 1 is entered into as of December 18,
2009, by and between CTC Media, Inc., a Delaware corporation (the “Company”), and Alexander E. Rodnyansky (“Mr. Rodnyansky”), for the purpose of amending the Amended
and Restated Employment Agreement, dated as of October 8, 2008 (as amended
by the Separation Agreement and Release dated as of June 23, 2009 between
the Company and Mr. Rodnyansky, the “Prior Agreement” and, as
amended by this Amendment No. 1, the “Agreement”).  Capitalized terms used herein and otherwise
not defined shall have such meanings ascribed thereto in the Prior Agreement.


 


WHEREAS, in connection with the Settlement Agreement
dated as of the date hereof (the “Settlement Agreement”), by and between
the Company and Mr. Rodnyansky, the Company and Mr. Rodnyansky desire
to amend the Prior Agreement as set forth below;


 


NOW, THEREFORE, THE PARTIES HEREBY AGREE AS FOLLOWS:


 


1.                                       Section 9 (Non-Competition
and Non-Solicitation) of the Prior Agreement is hereby deleted in
its entirety and has no further force or effect after the date of this
Amendment No. 1.


 


2.                                       Section 10(d) (relating to the
survival of Mr. Rodnyansky’s obligations with respect to Proprietary
Information) of the Prior Agreement is hereby deleted in its entirety and
replaced with the following text:


 


“(d)                           The provisions of this Section 10
shall survive until December 18, 2011.”


 


3.                                       This Amendment No. 1 may be executed
in one or more counterparts, each of which shall be deemed an original but all
of which together shall constitute one and the same instrument.


 


4.                                       This Amendment No. 1 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 Amendment No. 1 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 Mr. Rodnyansky each consents
to the exclusive jurisdiction of such a court.


 


5.                                       The Agreement remains in full force and
effect, except as specifically modified by this Amendment No. 1, and the
terms and conditions thereof, as specifically modified by this Amendment No. 1,
are hereby ratified and confirmed.


 


*****


 

















 


IN WITNESS WHEREOF, the
parties hereto have caused this Amendment No. 1 to be executed as of the
date set forth in the preamble.


 


 


	
   

  	
  CTC MEDIA, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Anton Kudryashov

  
	
   

  	
   

  	
   Anton
  Kudryashov

  
	
   

  	
   

  	
   Chief
  Executive Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ Alexander E.
  Rodnyansky

  
	
   

  	
  Alexander E. Rodnyansky

  



 


 


[Signature page to Amendment No.
1 to Amended and Restated Employment Agreement]