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 the votes cast in person or by proxy at such
meeting.”
5.
Non-Competition and
Non-Solicitation .
(i)
The introductory
clause of paragraph (a) of Section 9 of the Employment
Agreement is hereby deleted and replaced in its entirety with the
following:
“During the term of the
Executive’s employment and/or service on the Board of
Directors of the Company, and for a period of two (2) years
after the termination of his service on the Board of Directors of
the Company, the Executive will not directly or
indirectly:”
Mr. Rodnyansky
acknowledges his obligations to comply with the non-competition and
non-solicitation provisions set forth in Section 9 of the
Employment Agreement, as so amended, shall remain in full
force
