Exhibit 10.2


 


CTC MEDIA, INC.


 


AMENDMENT
NO. 1


TO


STOCK
OPTION 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 (the “Optionee”), for the purpose of amending the Stock
Option Agreement, dated as of July 14, 2006 (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, pursuant to the Prior Agreement, the Company
granted to the Optionee an option (the “Option”) to purchase up to
3,005,704 shares of the Company’s common stock;


 


WHEREAS, in accordance with the vesting schedule set
forth in the Prior Agreement, as of the date hereof the Option is exercisable
with respect to 2,755,239 shares of the Company’s common stock (the “Vested
Shares”);


 


WHEREAS, the Optionee has resigned from the Company’s
Board of Directors as of the date hereof, and therefore his Service to the
Company for the purposes of the Prior Agreement has terminated; and


 


WHEREAS, in connection with the Settlement Agreement
dated as of the date hereof (the “Settlement Agreement”), by and between
the Company and the Optionee, and notwithstanding Section 5 of the Prior
Agreement, the Company and the Optionee desire to amend the Prior Agreement as
set forth below;


 


NOW, THEREFORE, THE PARTIES HEREBY AGREE AS FOLLOWS:


 


1.                                       The number of Vested Shares with respect
to which the Option is exercisable as of the date hereof is hereby reduced by
one-third, such that the Option to purchase 918,413 Vested Shares is hereby
forfeited, cancelled and terminated; and the Option shall hereafter be
exercisable with respect to 1,836,826 shares of the Company’s common stock (the
“Adjusted Vested Shares”) in accordance with the terms of the
Agreement.  No additional Option Shares
shall vest under the Agreement after the date hereof.


 


2.                                       Paragraphs (a), (b) and (c) of Section 5
(Cessation of Service) of the Prior
Agreement are hereby deleted and shall have no further force or effect after
the date of this Amendment No. 1.


 


3.                                       The Option will remain exercisable with
respect to the Adjusted Vested Shares in accordance with the terms of the
Agreement for a period of six (6) months after the date hereof.  The Option shall accordingly terminate and
cease to be exercisable at 17:00 (Moscow time) on June 18, 2010.


 

















 


4.                                       Section 10 (Non-Competition
and Non-Solicitation; Proprietary Information) 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.


 


5.                                       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.


 


6.                                       The interpretation, performance and
enforcement of this Amendment No. 1 shall be governed by the laws of the
State of Delaware without resort to that state’s conflicts-of-law rules.


 


7.                                       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.


 


8.                                       The Company represents and warrants that
this Amendment No. 1 has been authorized by its Board of Directors and
that the person whose signature is affixed hereto is authorized to bind the
Company to this Amendment No. 1.


 


*****


 


2

















 


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

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Optionee:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ Alexander E.
  Rodnyansky

  
	
   

  	
  Alexander E. Rodnyansky

  



 


 


[Signature
page to Amendment No. 1 to Stock Option Agreement]