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