X0303 5 2009-12-31 0 0 1 0001354513 CTC Media, Inc. CTCM 0001484113 Kudryashov Anton C/O CTC MEDIA, INC. 15A, PRAVDA STREET MOSCOW, 125124 Russia 0 1 0 0 Chief Executive Officer Employee Stock Option (right to buy) 22.07 2008-11-07 4 A 0 L 1521241 0 A 2018-08-04 Common Stock 1521241 3042482 D Employee Stock Option (right to buy) 5.49 2008-11-07 4 A 0 L 760621 0 A 2018-08-04 Common Stock 760621 3042482 D Employee Stock Option (right to buy) 5.49 2008-11-07 4 A 0 L 760620 0 A 2018-08-04 Common Stock 760620 3042482 D The option vested as to 507,081 shares on August 4, 2009, the first anniversary of Mr. Kudryashov's start date as the issuer's Chief Executive Officer, and as to an additional 126,770 shares at the end of each of the immediately following eight quarters. The exercise price is the official close price per share of the issuer's common stock on January 2, 2009, as reported by Nasdaq. This option is divided into three equal sub-tranches where vesting is subject to the issuer achieving revenue growth in 2009, 2010 and 2011 that exceeds by five percentage points the growth in the size of the Russian television advertising market in those years. Upon achieving the revenue objective for any relevant year, the option shares for that sub-tranche will vest immediately as to one-third of the shares and in two equal installments over the next two years. If the revenue objective for any one year is not achieved then the applicable option shares for that year shall not vest; provided, however, that if on a cumulative basis over the relevant years the compound annual growth rate of the issuer's revenues exceeds by five percentage points the compound annual growth rate of the Russian television advertising market, the option shares applicable to the earlier revenue objective will commence vesting from the year in which such cumulative revenue objective is achieved. This option is divided into three equal sub-tranches where vesting is subject to the issuer achieving a reduction in its direct operating expenses and selling, general and administrative expenses (as compared to those expenses in 2008) of 2.5%, 4.5% and 6% in 2009, 2010 and 2011, respectively, and putting into effect certain organizational objectives approved by the issuer's Board of Directors for each of such years. Upon achieving those objectives for any year, or, with respect to the cost-lowering objective, on a cumulative basis in a later year, one-third of these option shares shall be deemed to have commenced vesting from January 1, 2009 in 12 equal quarterly installments. /s/ Anna Poutko, Attorney-in-fact 2010-02-16