Exhibit 10.15
AMENDED AND RESTATED EMPLOYMENT AGREEMENT
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THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the "Agreement") is
entered into by CTC Media, Inc., a Delaware corporation (the
"Company"), and
Leigh Sprague (the "Executive").
WHEREAS, the Company and the Executive are party to that certain
Employment Agreement dated October 25, 2005 (the "Prior
Agreement"); and
WHEREAS, the Company and the Executive desire to amend and restate
the
Prior Agreement to replace it in its entirety with this Agreement.
In consideration of the mutual covenants and promises contained
herein,
and other good and valuable consideration, the receipt and
sufficiency of which
are hereby acknowledged by the parties hereto, the parties agree as
follows:
1.
Term of Employment. The Company hereby agrees to employ the
Executive,
and the Executive hereby accepts employment with the Company, upon
the terms set
forth in this Agreement, effective as of August 15, 2005 (the
"Commencement
Date"). The Executive's employment shall continue until it is
terminated in
accordance with the provisions of Section 5.
2.
Title; Capacity.
a)
The Executive shall serve as Corporate Counsel and
his job duties shall include preparing the Company for a planned
U.S.
listing and public offering and, thereafter, being responsible for
ongoing SEC reporting, compliance and regulatory matters. The
Executive
will be responsible for managing the process through which the
Company
and its subsidiaries (collectively, the "Group") enter into legal
agreements and will be actively involved in corporate transactions
such
as mergers, acquisitions and financings. The Executive's duties
will
include board and investor communications, review of key contracts
and
providing guidance on various aspects of U.S. law and general
corporate
matters. The Executive agrees to perform such other duties and
responsibilities as the Company's Chief Financial Officer or his
designee shall from time to time reasonably assign to him.
b)
The Executive shall be based at the Company's
headquarters in Moscow, Russia or such other location as the
Company
and the Executive shall mutually agree.
c)
The Executive shall be subject to the supervision of,
and shall have such authority as is delegated to him by, the
Company's
Chief Financial Officer or his designee or the Company's Board of
Directors (the "Board").
d)
The Executive agrees to devote his entire business
time, attention and energies to the business and interests of the
Company during his employment with the Company and shall not engage
in
any other business activities without the prior written approval of
the
Chief Financial Officer. The Executive agrees to abide by the
rules,
regulations, instructions, personnel practices and policies of the
Company and any changes therein that may be adopted from time to
time
by the Company.
3.
Compensation and Benefits.
a)
Base Salary. The Company shall pay the Executive, in
regular installments in accordance with the Company's standard
payroll
practices, an annual base salary of $200,000, less all applicable
U.S.
and Russian federal, state and local taxes and withholdings (the
"Base
Salary"). Such salary may be adjusted from time to time in
accordance
with normal business practice and upon mutual agreement of the
parties.
b)
Discretionary Bonus. The Executive shall be eligible
for an annual discretionary target bonus of up to 30% of his then
current Base Salary, less all applicable U.S. and Russian federal,
state and local taxes and withholdings, subject to achievement of
performance goals set by either the Chief Financial Officer or the
Board or a committee thereof. Whether such performance targets, if
any,
have been achieved will be decided by the Chief Financial Officer
or
the Board or a committee thereof in his or its reasonable
discretion.
The Executive's target bonus for 2005 shall be prorated from the
Commencement Date and, therefore, the maximum discretionary bonus
award
that the Executive may be entitled to for 2005 shall be 11.25% of
his
Base Salary for 2005. In any event, the Executive must be an active
employee of the Company on the date the bonus for any fiscal year
is
distributed in order to be eligible for a bonus award.
c)
Vacation. The Executive shall be eligible to accrue a
maximum of 20 business days of paid vacation per calendar year,
subject
to proration to the Commencement Date and to be taken at such times
as
may be approved by and in the sole discretion of the Company. Such
vacation days shall accrue at the rate of 1.667 days per month.
d)
Insurance. While the Executive is employed by the
Company, the Company shall provide him with disability insurance
coverage to the extent of 60% of the then current Base Salary and
$750,000 in term life insurance coverage with a beneficiary or
beneficiaries of the Executive's designation. The Company also
shall
provide the Executive and his immediate family with worldwide
medical,
vision and dental insurance with CIGNA (or an alternative provider
mutually agreed by the Company and the Executive). The Executives
insurance coverage shall be governed by the terms of the insurance
policies.
e)
Retirement Benefits. The Company may establish a
401(k) plan in which the Executive shall be eligible to participate
subject to and in accordance with the formal plan documents
governing
such plan. If such a plan is established, the Company shall make a
matching contribution equal to 50% of any contribution made by the
Executive to the 401(k) plan, provided that the Company shall not
be
required to contribute more than $7,000 to the Executive's 401(k)
account in any calendar year. The Company is not responsible for
how
any such contributions are treated for tax purposes by taxing and
government authorities. In the event that the Company determines
not to
so establish a 401(k) plan for the Executive, the Company shall
provide
the Executive with an annual retirement benefit of $17,200 on or
before
December 31st of each year of the Executive's employment with the
Company (pro-rated for any partial employment years). The Executive
shall be responsible for all applicable U.S. and Russian federal,
state
and local taxes and withholdings on such benefit.
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f)
Russian visas. The Company shall use its best efforts
to assist the Executive and his immediate family to obtain the
necessary visas required for them to live in Russia and for the
Executive to work in Russia, in each case, for the term of the
Executive's employment with the Company. The Company will bear the
cost
of obtaining such visas. The Company makes no representations
regarding
the ability of the Executive and/or his immediate family members to
obtain any such visas and/or maintain such status. The Executive
shall
be responsible for maintaining any documents relating to his
continued
performance of work in Russia.
g)
Mobile phone. The Company shall provide the Executive
with a mobile phone and shall pay the line rental and service fees
and
the cost of any business-related calls.
h) Equipment. The Company shall consider on a case-by-case
basis the Executive's reasonable requests for home office equipment
(such as a laptop computer, printer and/or fax machine) and, to the
extent the Company believes the Executive's service to the Company
requires the use of such items, it shall provide them to the
Executive
(but, at all times, such items shall remain the property of the
Company).
i)
Indemnification Agreement. The Company shall enter
into an officer indemnification agreement with the Executive (the
"Indemnification Agreement") in the form attached hereto as Exhibit
A.
4.
Taxes. The Executive shall be responsible for all of his own
federal
and/or state taxes payable in the United States, Russia or any
other
jurisdiction in which he is subject to tax. During the term of the
Executive's employment with the Company and for any tax year which
includes a period during which the Executive was employed by the
Company, the Company shall pay the costs of retaining tax
accountants
to prepare the U.S. (federal and, if any, state) and Russian tax
returns for the Executive and his immediate family up to a maximum
of
$2,500 per annum.
5.
Employment Termination. The employment of
