Exhibit 10.68  CTC MEDIA, INC. STOCK OPTION AGREEMENT  THIS
STOCK OPTION AGREEMENT (this Agreement) made as of this 10th day
of December 2007, is entered into between CTC Media, Inc., a Delaware
corporation (the Company), and Boris Podolsky (Optionee).  Preliminary Statements:  A.The
Company desires to retain the services of Optionee by providing him with an
incentive to contribute to the financial success of the Company and its
subsidiaries.  B.All
capitalized terms in this Agreement shall have the meaning assigned to them in
the attached Appendix.  NOW, THEREFORE, it is hereby agreed as
follows:  1.Grant of Option. The Company hereby grants to Optionee, as of
the Grant Date, an option to purchase up to 400,000 shares of Common Stock (the
Option Shares).    The Option Shares
shall be purchasable from time to time during the option term specified in
Paragraph 2 at the Exercise Price.  2.Option Term.  This option shall have a term of ten (10) years
measured from the Grant Date and shall accordingly expire at the close of
business on the Expiration Date, unless sooner terminated in accordance with
Paragraph 5 or 6.  3.Limited Transferability.  During Optionees lifetime, this option shall
be exercisable only by Optionee and shall not be assignable or transferable
other than by will or by the laws of descent and distribution following
Optionees death.  1


4.Dates of Exercise.  This option shall become exercisable for the
Option Shares in accordance with the following schedule:  Aggregate number of Option Shares forDate:
  
  which
  the option is then exercisable:On or after
  December 10, 2008
  
  100,000On or after
  March 31, 2009
  
  125,000On or after
  June 30, 2009
  
  150,000On or after
  September 30, 2009
  
  175,000On or after
  December 31, 2009
  
  200,000On or after
  March 31, 2010
  
  225,000On or after
  June 30, 2010
  
  250,000On or after
  September 30, 2010
  
  275,000On or after
  December 31, 2010
  
  300,000On or after
  March 31, 2011
  
  325,000On or after
  June 30, 2011
  
  350,000On or after
  September 30, 2011
  
  375,000On or after
  December 10, 2011
  
  400,000  Provided, however, that,
without limiting the generality of Paragraph 6 below, if a Change of Control or
a Corporate Transaction occurs prior to December 10, 2008, this option
shall become exercisable for the Option Shares in accordance with the following
schedule (instead of the schedule set out above):  Aggregate number of Option Shares forDate:
  
  which
  the option is then exercisable:On or after
  March 31, 2008
  
  25,000On or after
  June 30, 2008
  
  50,000On or after
  September 30, 2008
  
  75,000On or after
  December 31, 2008
  
  100,000On or after
  March 31, 2009
  
  125,000On or after
  June 30, 2009
  
  150,000On or after
  September 30, 2009
  
  175,000On or after
  December 31, 2009
  
  200,000On or after
  March 31, 2010
  
  225,000On or after
  June 30, 2010
  
  250,000On or after
  September 30, 2010
  
  275,000On or after
  December 31, 2010
  
  300,000On or after
  March 31, 2011
  
  325,000On or after
  June 30, 2011
  
  350,000On or after
  September 30, 2011
  
  375,000On or after
  December 10, 2011
  
  400,000  2


As the option becomes exercisable for such installments, those
installments shall accumulate and the option shall remain exercisable for the
accumulated installments until the Expiration Date or sooner termination of the
option term under Paragraph 5 or 6.  5.Cessation of Service.  The option term specified in Paragraph 2
shall terminate (and this option shall cease to be outstanding) prior to the
Expiration Date should any of the following provisions become applicable:  (a)Should
Optionee cease to remain in Service for any reason (other than death or
Disability) while this option is outstanding, then Optionee shall have a period
of ninety (90) days (commencing with the date of such cessation of Service)
during which to exercise this option, but in no event shall this option be
exercisable at any time after the Expiration Date.  (b)Should
Optionee die while this option is outstanding, then the personal representative
of Optionees estate or the person or persons to whom the option is transferred
pursuant to Optionees will or in accordance with the laws of inheritance shall
have the right to exercise this option. 
Such right shall lapse, and this option shall cease to be outstanding,
upon the earlier of (i) the expiration of the twelve (12) month period
measured from the date of Optionees death or (ii) the Expiration Date.  (c)Should
Optionee cease Service by reason of Disability while this option is
outstanding, then Optionee shall have a period of twelve (12) months
(commencing with the date of such cessation of Service) during which to exercise
this option.  In no event shall this
option be exercisable at any time after the Expiration Date.  (d)During
the limited period of post-Service exercisability, this option may not be
exercised in the aggregate for more than the number of Option Shares for which
this Option is, at the time of Optionees cessation of Service, exercisable
pursuant to the exercise schedule specified in Paragraph 4 or the special
acceleration provisions of Paragraph 6. 
Upon the expiration of such limited exercise period or (if earlier) upon
the Expiration Date, this option shall terminate and cease to be outstanding
for any vested Option Shares for which the option has not been exercised.  To the extent Optionee is not vested in the Option
Shares at the time of Optionees cessation of Service, this option shall
immediately terminate and cease to be outstanding with respect to those shares.  6.Acceleration
of Option.  (a)In the event of any
Corporate Transaction, the exercisability of this option, to the extent this
option is not otherwise fully exercisable, shall automatically accelerate in
full so that this option shall, immediately prior to the effective date of the
Corporate Transaction, become fully exercisable for all the Option Shares and
may be exercised for any or all of those Option Shares as fully-vested shares
of Common Stock.  However, the
exercisability of the Option Shares shall not so
accelerate if and to the extent:  (i) this
option is assumed by the successor corporation (or parent thereof) in the
Corporate Transaction of this option to the extent  3


this option is not
otherwise fully exercisable or (ii) this option is to be replaced with a
cash incentive program of the successor corporation which preserves the spread
existing on the unvested Option Shares at the time of the Corporate Transaction
(the excess of the Fair Market Value of those Option Shares over the Exercise
Price payable for such shares) and provides for subsequent payout in accordance
with the same exercise schedule applicable to those unvested Option Shares as
set forth in Paragraph 4.  (b)In
connection with any Corporate Transaction where the exercisability of this
option automatically accelerates in full, this option shall be exercised prior
to or in connection with the closing of such Corporate Transaction and, to the
extent that this option is not so exercised, it shall terminate and cease to be
outstanding immediately following the closing of such Corporate Transaction.  Without limiting the generality of Section 5,
a Change in Control that is not also a Corporate Transaction shall not effect
the term of the option.  (c)If
this option is assumed in connection with a Corporate Transaction, then this
option shall be appropriately adjusted, immediately after such Corporate
Transaction, to apply to the number and class of securities which would have
been issuable to Optionee in consummation of such Corporate Transaction had the
option been exercised immediately prior to such Corporate Transaction, and
appropriate adjustments shall also be made to the Exercise Price, provided the
aggregate Exercise Price shall remain the same.  (d)This
Agreement shall not in any way affect the right of the Company to adjust,
reclassify, reorganize or otherwise change its capital or business structure or
to merge, consolidate, dissolve, liquidate or sell or transfer all or any part
of its business or assets.  7.Adjustment in Option Shares.  Should any change be made to the Common Stock
by reason of any stock split, stock dividend, recapitalization, combination of
shares, exchange of shares or other change affecting the outstanding Common
Stock as a class without the Companys receipt of consideration, appropriate
adjustments shall be made to (i) the total number and/or class of
securities subject to this option and (ii) the Exercise Price in order to
reflect such change and thereby preclude a dilution or enlargement of benefits
hereunder.  8.Shareholder Rights.  The holder of this option shall not have any
shareholder rights with respect to the Option Shares until such person shall
have exercised the option, paid the Exercise Price and become a holder of
record of the purchased shares.  9.Manner
of Exercising Option.  (a)In
order to exercise this option with respect to all or any part of the Option
Shares for which this option is at the time exercisable, Optionee (or any other
person or persons exercising the option) shall provide written notice of
Optionees election to exercise all or a portion of the option and shall take
the following additional actions:  (i)Pay
the aggregate Exercise Price for the purchased shares in one or more of the
following forms:  4


(A)cash
or check made payable to the Company; or  (B)a
promissory note payable to the Company, but only to the extent authorized by
the Board in accordance with Paragraph 13.  Should
the Common Stock be registered under Section 12(g) of the 1934 Act at
the time the option is exercised, then the Exercise Price may also be paid as
follows:  (C)in
shares of Common Stock held by Optionee (or any other person or persons
exercising the option) for the requisite period necessary to avoid a charge to
the Companys earnings for financial reporting purposes and valued at Fair
Market Value on the Exercise Date; or  (D)through
a special sale and remittance procedure pursuant to which Optionee (or any
other person or persons exercising the option) shall concurrently provide
irrevocable written instructions (a) to a Company-designated brokerage
firm to effect the immediate sale of the purchased shares and remit to the
Company, out of the sale proceeds available on the settlement date, sufficient
funds to cover the aggregate Exercise Price payable for the purchased shares plus
all applicable Federal, state and local income and employment taxes required to
be withheld by the Company by reason of such exercise and (b) to the
Company to deliver the certificates for the purchased shares directly to such
brokerage firm in order to complete the sale.  Except
to the extent the sale and remittance procedure is utilized in connection with
the option exercise, payment of the Exercise Price must accompany the notice
delivered to the Company in connection with the option exercise.  (ii)Furnish
to the Company appropriate documentation that the person or persons exercising
the option (if other than Optionee) have the right to exercise this option.  (iii)Execute
and deliver to the Company such written representations as may be requested by
the Company in order for it to comply with the applicable requirements of U.S.
Federal and state securities laws.  (iv)Make
appropriate arrangements with the Company (or Parent or Subsidiary employing or
retaining Optionee) for the satisfaction of all applicable federal, state and
local income and employment tax withholding requirements applicable to the
option exercise.  5


(b)As
soon as practical after the Exercise Date, the Company shall issue to or on
behalf of Optionee (or any other person or persons exercising this option) a
certificate for the purchased Option Shares, with the appropriate legends (if
any) affixed thereto.  (c)In
no event may this option be exercised for any fractional shares.  10.Compliance
with Laws and Regulations.  (a)The
exercise of this option and the issuance of the Option Shares upon such
exercise shall be subject to compliance by the Company and Optionee with all
applicable requirements of law relating thereto and with all applicable
regulations of any stock exchange (or The Nasdaq Global Select Market, if
applicable) on which the Common Stock may be listed for trading at the time of
such exercise and issuance.  (b)The
inability of the Company to obtain approval from any regulatory body having
authority deemed by the Company to be necessary to the lawful issuance and sale
of any Common Stock pursuant to this option shall relieve the Company of any
liability with respect to the non-issuance or sale of the Common Stock as to which
such approval shall not have been obtained. 
The Company, however, shall use its best efforts to obtain all such
approvals.  11.Successors and Assigns.  Except to the extent otherwise provided in
Paragraphs 3 and 6, the provisions of this Agreement shall inure to the benefit
of, and be binding upon, the Company and its successors and assigns and
Optionee, Optionees assigns and the legal representatives, heirs and legatees
of Optionees estate.  12.Notices.  Any notice required to be given or delivered
to the Company under the terms of this Agreement shall be in writing and
addressed to the Company at its principal corporate offices.  Any notice required to be given or delivered
to Optionee shall be in writing and addressed to Optionee at the address
indicated below Optionees signature line. 
All notices shall be deemed effective (i) upon personal delivery, (ii) five
business days after being sent by registered or certified mail, return receipt
requested, postage prepaid or (iii) two business days after being sent via
reputable international overnight courier.  13.Financing.  The Board may, in its absolute discretion and
without any obligation to do so, permit Optionee to pay the Exercise Price for
the purchased Option Shares by delivering a full-recourse, interest-bearing
promissory note secured by those Option Shares. 
The payment schedule in effect for any such promissory note shall be
established by the Board in its sole discretion.  14.Non-Statutory Option.  Optionee acknowledges that this option is not
intended to satisfy the requirements of Section 422 of the U.S. Internal
Revenue Code of 1986, as amended.  6


15.Governing Law.  The interpretation, performance and
enforcement of this Agreement shall be governed by the laws of the State of
Delaware without resort to that States conflict-of-laws rules.  7


IN
WITNESS WHEREOF, the parties hereto have caused this option to be executed as
of the date set forth in the preamble.   CTC MEDIA, INC.By:
  /s/ Alexander RodnyanskyAlexander RodnyanskyPresident and CEOOptionee:/s/ Boris PodolskyBoris Podolsky  8


APPENDIX  The
following definitions shall be in effect under the Agreement:  A.Agreement shall mean this Stock
Option Agreement.  B.Board shall mean the Companys
Board of Directors.  C.Change in Control shall mean any
party either alone or with its affiliates (as such term is defined in the 1934
Act) achieving control of a majority of the voting power of the Companys then
outstanding capital stock through direct and/or indirect beneficial ownership.  D.Common Stock shall mean the Companys
common stock.  E.Corporate Transaction shall mean
either of the following shareholder-approved transactions to which the Company
is a party:  (i)a
merger or consolidation in which securities possessing more than fifty percent
(50%) of the total combined voting power of the Companys outstanding
securities are transferred to a person or persons different from the persons
holding those securities immediately prior to such transaction, or  (ii)the
sale, transfer or other disposition of all or substantially all of the Companys
assets in complete liquidation or dissolution of the Company.  F.Company shall mean CTC Media, Inc.,
a Delaware corporation.  G.Disabilityshall have the meaning assigned to such term in Optionees employment
agreement with the Company, as such agreement is amended from time to time.  H.Employee shall mean an individual
who is in the employ of the Company (or any Parent or Subsidiary), subject to
the control and direction of the employer entity as to both the work to be
performed and the manner and method of performance.  I.Exercise Date shall mean the date
on which the option shall have been exercised in accordance with Paragraph 9 of
the Agreement.  J.Exercise Price shall mean the
closing sales price per share of the Common Stock for the Grant Date as
reported on the Nasdaq Global Select Market, or $26.81 per share.  K.Expiration Date shall mean December 10,
2017.  L.Fair Market Value per share of
Common Stock on any relevant date shall be determined in accordance with the
following provisions:  (i)If
the Common Stock is at the time traded on the Nasdaq Global Select Market, then
the Fair Market Value shall be the closing selling price per share of Common
Stock on the date in question, as the price is reported by the National


Association
of Securities Dealers on the Nasdaq Global Select Market or any successor
system.  If there is no closing selling
price for the Common Stock on the date in question, then the Fair Market Value
shall be the closing selling price on the last preceding date for which such
quotation exists.  (ii)If
the Common Stock is at the time listed on any Stock Exchange, then the Fair
Market Value shall be the closing selling price per share of Common Stock on
the date in question on the Stock Exchange determined by the Board to be the
primary market for the Common Stock, as such price is officially quoted in the
composite tape of transactions on such exchange.  If there is no closing selling price for the
Common Stock on the date in question, then the Fair Market Value shall be the
closing selling price on the last preceding date for which such quotation
exists.  (iii)If the Common Stock is at the time
neither listed on any Stock Exchange nor traded on the Nasdaq Global Select
Market, then the Fair Market Value shall be determined by the Board after
taking into account such factors as the Board shall deem appropriate.  M.Grant Date shall mean December 10,
2007.  N.1934 Act shall mean the U.S.
Securities Exchange Act of 1934, as amended.  O.Option Shares shall mean the number
of shares of Common Stock subject to the option.  P.Optionee shall mean Boris Podolsky.  Q.Parent shall mean any corporation
(other than the Company) in an unbroken chain of corporations ending with the
Company, provided each corporation in the unbroken chain (other than the
Company) owns, at the time of the determination, stock possessing fifty percent
(50%) or more of the total combined voting power of all classes of stock in one
of the other corporations in such chain.  R.Service shall mean the Optionees
performance of services for the Company (or any Parent or Subsidiary) in the
capacity of an Employee, a non-employee member of the board of directors or an
independent consultant.  S.Stock Exchange shall mean any
market of the Nasdaq, the American Stock Exchange, the New York Stock Exchange
or the London Stock Exchange.  T.Subsidiary shall mean any
corporation (other than the Company) in an unbroken chain of corporations
beginning with the Company, provided each corporation (other than the last
corporation) in the unbroken chain owns, at the time of the determination,
stock possessing fifty percent (50%) or more of the total combined voting power
of all classes of stock in one of the other corporations in such chain.