EXHIBIT 10.13
EMPLOYMENT AGREEMENT
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THIS EMPLOYMENT AGREEMENT (the "AGREEMENT") is entered into by CTC
Media,
Inc., a Delaware corporation (the "COMPANY"), and Vladimir
Sergeevich Khanumyan
(the "EXECUTIVE").
WHEREAS, the Executive currently serves as Chief Operating Officer
of the
Company, as well as First Deputy General Director of the Company's
subsidiaries,
ZAO Set Televissionnykh Stantsiy ("CTC NETWORK") pursuant to an
employment
agreement with such company dated January 11, 2005 (as such
agreement may be
amended from time to time, the "CTC NETWORK AGREEMENT"), and ZAO
Novy Kanal
("DOMASHNY NETWORK") pursuant to an employment agreement with such
company dated
December 27, 2004 (as such agreement may be amended from time to
time, the
"DOMASHNY NETWORK AGREEMENT"); and
WHEREAS, the Executive and the Company wish to memorialize the
terms of the
continued employment of the Executive by the Company and to provide
for the
common terms of the continued employment of the Executive in all
capacities with
the Company and its direct and indirect subsidiaries (together, the
"GROUP");
NOW, THEREFORE, 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, the parties agree as
follows:
1. Term of Employment. The Company hereby agrees to continue to
employ the
Executive, and the Executive hereby accepts continued employment
with the
Company, upon the terms set forth in this Agreement, effective as
of January 1,
2006. 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 Chief Operating Officer of the
Company
and his job duties shall include managing the operations of the
Group. In
addition, the Executive shall serve as a member of the Company's
operating
committee (for so long as such committee stands) and participate in
key
management decisions. The Executive agrees to perform such other
duties and
responsibilities as the Company's Chief Executive Officer or his
designee
shall from time to time reasonably assign to him.
(b) Without limiting the foregoing, the Executive shall continue to
serve as First Deputy General Director of the CTC Network pursuant
to, and
subject to the terms of, the CTC Network Agreement and First Deputy
General
Director of the Domashny Network pursuant to, and subject to the
terms of,
the Domashny Network Agreement. For purposes of Russian law, the
Executive's employment by the Company pursuant to this Agreement
shall be
deemed to be the Executive's principal employment; the Executive's
employment by the other Group entities pursuant to any Other Group
Employment Agreement (as defined below) shall be deemed to be the
Executive's secondary employment.
(c) The Executive shall be based at the Company's headquarters in
Moscow, Russia or such other location as the Company determines in
its
discretion.
(d) The Executive shall be subject to the supervision of, and shall
have
such authority as is delegated to him by, the Company's Chief
Executive
Officer or his designee or the Company's Board of Directors (the
"BOARD").
(e) The Executive agrees to devote his entire business time,
attention
and energies to the business and interests of the Group during his
employment with the Company and shall not engage in any other
business
activities without the prior written approval of the Chief
Executive
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 Group shall pay the Executive, in regular
installments in accordance with the Group's standard payroll
practices, an
annual base salary of $300,000, less all applicable Russian federal
and
local taxes and withholdings; which shall be the aggregate annual
base
salary payable to the Executive for his services as Chief Operating
Officer
of the Company, First Deputy General Director of the CTC Network,
First
Deputy General Director of the Domashny Network and any and all
other
capacities in which he serves for any Group company from time to
time. Such
salary may be adjusted from time to time in accordance with normal
business
practice and upon mutual agreement of the parties. For the
avoidance of
doubt, the total aggregate annual base salary payable to the
Executive
pursuant to this Agreement and the CTC Network Agreement, the
Domashny
Network Agreement and any other employment or service agreement
with any
Group company (collectively, the "OTHER GROUP EMPLOYMENT
AGREEMENTS" and,
individually, each an "OTHER GROUP EMPLOYMENT AGREEMENT") shall not
exceed
the amount as determined in accordance with this clause (a).
(b) Discretionary Bonus. The Executive shall be eligible for an
annual
discretionary award of up to $150,000, less all applicable Russian
federal
and local taxes and withholdings, subject to the Executive's
achievement of
performance targets set by the Board or a committee thereof; which
shall be
the aggregate annual discretionary award payable to the Executive
for his
services as Chief Operating Officer of the Company, First Deputy
General
Director of the CTC Network, First Deputy General Director of the
Domashny
Network and any and all other capacities in which he serves for any
Group
company. Whether such performance targets have been achieved will
be
decided by the Board or a committee thereof in its sole discretion.
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. For the avoidance of doubt, the total aggregate annual
discretionary bonus potentially payable to the Executive pursuant
to this
Agreement and all Other Group Employment Agreements shall not
exceed the
amount as determined in accordance with this clause (b).
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(c) Vacation. The Executive shall be obligated to take 28 calendar
days
of paid vacation per calendar year, at such times as may be
approved by and
in the sole discretion of the Company. The Executive shall document
such
vacation as required by Group procedures and Russian law. Such
vacation
days shall accrue at the rate of 2-1/3 days per month. For the
avoidance of
doubt, (i) the aggregate number of vacation days allowed pursuant
to this
Agreement and all Other Group Employment Agreements shall not
exceed the
number provided in this clause (c) and (ii) vacation days taken
pursuant to
this Agreement or any Other Group Employment Agreement shall be
deemed to
have been taken pursuant to all such agreements.
(d) Transportation. The Company shall provide the Executive with
the
exclusive use of an executive class car (which shall remain the
property of
the Group) and a driver during the term of the Executive's
employment with
the Company.
(e) Personal assistant. The Company shall provide the Executive
with a
personal assistant who shall work exclusively for the Executive.
(f) 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.
4. Taxes. The Executive shall be responsible for all of his own
taxes
payable in Russia or any other jurisdiction in which he is subject
to tax.
5. Employment Termination. The employment of the Executive by the
Company
pursuant to this Agreement shall terminate upon the occurrence of
any of the
following:
(a) At the election of the Company, for Cause, immediately upon
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