0001104659-09-070773 Sample Contracts

CTC MEDIA, INC. AMENDMENT NO. 1 TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • December 21st, 2009 • CTC Media, Inc. • Television broadcasting stations

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.

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CTC MEDIA, INC. AMENDMENT NO. 1 TO STOCK OPTION AGREEMENT
Stock Option Agreement • December 21st, 2009 • CTC Media, Inc. • Television broadcasting stations

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.

CTC MEDIA, INC. AMENDMENT NO. 1 TO SHARE APPRECIATION RIGHTS AGREEMENT
Share Appreciation Rights Agreement • December 21st, 2009 • CTC Media, Inc. • Television broadcasting stations

This Amendment No. 1 is entered into as of December 18, 2009 by and between CTC Media, Inc. (f/k/a StoryFirst Communications, Inc.), a Delaware corporation (the “Company”), and Alexander E. Rodnyansky (“Mr. Rodnyansky”), for the purpose of amending the Share Appreciation Rights Agreement, dated as of September 16, 2003, as amended by the Amended and Restated Employment Agreement dated as of October 8, 2008 (as so amended, the “Prior Agreement”, and as further amended by this Amendment No. 1, the “Agreement”). Capitalized terms used herein and otherwise not defined shall have the meanings ascribed thereto in the Prior Agreement.

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