Exhibit 10.1
SEPARATION AGREEMENT AND RELEASE
This SEPARATION AGREEMENT AND RELEASE (this "Agreement") is entered into between
CTC Media, Inc., a Delaware corporation (the "Company"), and Alexander
Rodnyansky.
The parties agree as follows:
1.
LAST DATE OF EMPLOYMENT.
MR. RODNYANSKY'S LAST DAY OF EMPLOYMENT WITH THE COMPANY SHALL BE AUGUST 1, 2009
(THE "SEPARATION DATE").
THE TERMINATION OF HIS EMPLOYMENT WITH THE COMPANY IS
AT THE ELECTION OF MR. RODNYANSKY PURSUANT TO SECTION 7(C) OF THE AMENDED AND
RESTATED EMPLOYMENT AGREEMENT ENTERED INTO BETWEEN THE COMPANY AND
MR. RODNYANSKY AS OF OCTOBER 8, 2008 (THE "EMPLOYMENT AGREEMENT").
THE COMPANY
HEREBY WAIVES THE REQUIRED NOTICE PERIOD UNDER SUCH SECTION 7(C).
2.
EMPLOYMENT AGREEMENT.
UP TO AND
INCLUDING THE SEPARATION DATE, THE EMPLOYMENT AGREEMENT SHALL REMAIN IN FULL
FORCE AND EFFECT.
3.
SEPARATION BENEFITS.
THE COMPANY SHALL
PAY MR. RODNYANSKY ANY VACATION PAY IN RESPECT OF VACATIONS DAYS ACCRUED BY
UNTAKEN THROUGH THE SEPARATION DATE, LESS ALL APPLICABLE TAXES AND WITHHOLDINGS,
IN ONE LUMP SUM PAYMENT PROMPTLY FOLLOWING THE SEPARATION DATE; IN ADDITION,
MR. RODNYANSKY SHALL CONTINUE TO HAVE USE OF HIS CURRENT COMPANY CAR UNTIL
OCTOBER 31, 2009 (TOGETHER, THE "SEPARATION BENEFITS"). MR. RODNYANSKY
ACKNOWLEDGES AND AGREES THAT, OTHER THAN THE FOREGOING, FROM THE SEPARATION
DATE, MR. RODNYANSKY IS ENTITLED TO NO OTHER SALARY, BONUS, CONSIDERATION AND/OR
BENEFITS UNDER THE EMPLOYMENT AGREEMENT OR ANY OTHER EMPLOYMENT AGREEMENT
BETWEEN MR. RODNYANSKY AND ANY OF THE COMPANY'S DIRECT OR INDIRECT SUBSIDIARIES
(TOGETHER WITH THE COMPANY, COLLECTIVELY, THE "GROUP").
IT IS ACKNOWLEDGED THAT
IN ACCORDANCE WITH RUSSIAN LAW THOSE RUSSIAN MEMBERS OF THE GROUP THAT EMPLOY
MR. RODNYANSKY MAY BE REQUIRED TO ENTER INTO AGREEMENTS WITH MR. RODNYANSKY
REGARDING THE TERMINATION OF HIS EMPLOYMENT WITH SUCH GROUP MEMBERS.
TO THE
EXTENT THAT RUSSIAN LAW REQUIRES ANY MEMBER OF THE GROUP TO MAKE ANY SEVERANCE,
SEPARATION OR TERMINATION PAYMENTS TO MR. RODNYANSKY PURSUANT TO SUCH AGREEMENTS
OR OTHERWISE, THE AGGREGATE AMOUNT OF SUCH PAYMENTS SHALL BE DEDUCTED FROM THE
PAYMENT TO BE MADE TO MR. RODNYANSKY PURSUANT TO THIS SECTION 3.
4.
BOARD MEMBERSHIP.
(a)
Notwithstanding clause (i) of Section 3 of
the Employment Agreement, Mr. Rodnyansky shall not be obligated to resign (and
shall not be deemed to have resigned)
from the Company's board of directors upon the termination of his employment
with the Company on the Separation Date.
(b)
The second sentence of Section 3 of the
Employment Agreement is hereby deleted and replaced in its entirety with the
following:
"Mr. Rodnyansky hereby irrevocably resigns from the Board on the earliest to
occur of (i) ninety (90) days following receipt by Mr. Rodnyansky of written
notice from either the Company, MTG or Alfa stating that either or both of MTG
or Alfa no longer support his remaining a member of the Board and
(ii) Mr. Rodnyansky's failure to receive, at any meeting of the shareholders of
the Company at which a proposal for the re-election of Mr. Rodnyansky as a
member of the Board is being voted upon, a simple majority of