CENTRAL EUROPEAN MEDIA ENTERPRISES LTD. CASH AWARD AGREEMENT

This Cash Award Agreement (including the annex attached hereto, the “Agreement”) dated as of [●] is between Central European Media Enterprises Ltd. (the “Company”) and [●] (the “Grantee”).

WHEREAS, the Company’s Compensation Committee has determined that it would be in the best interests of the Company to grant a long-term cash incentive award to the Grantee.

NOW, THEREFORE, the Company and the Grantee agree as follows:

Subject to any withholding taxes pursuant to Section 4 and except as otherwise provided by this Agreement, the Company shall pay the Award in a lump sum as soon as practicable following each Payment Date, but in no event later than within 10 business days following the Payment Date. For purposes hereof, business day means a day that is not a Saturday, a Sunday or a day on which banking institutions are legally permitted to be closed in Bermuda, the U.S. or the Netherlands.

“Change in Control” means:

(i)    the consummation of any amalgamation, consolidation or merger of the Company pursuant to which the shareholders of the Company immediately prior to the amalgamation, merger or consolidation do not constitute, immediately after the amalgamation, consolidation or merger, the beneficial owners (within the meaning of Rule 13d-3 under the Exchange Act) of 50% or more of the voting power of the then outstanding securities of the Company (or the surviving entity) generally entitled to vote in the election of directors; provided, that any amalgamation, consolidation, merger or other business combination effected solely to change the domicile of the Company shall not constitute a Change in Control;

(ii)    the occurrence of an event the result of which is that any “person” or “group” of related persons (as defined in Section 13(d) and 14(d)(2) of the Exchange Act), becomes the beneficial owner, directly or indirectly, of securities representing more than 50% of the combined voting power of the then outstanding securities of the Company entitled to vote generally in the election of directors;

(iii)    the sale or other disposition (in one transaction or a series of transactions) of all or substantially all of the assets of the Company and its Affiliates to an unaffiliated third party or the liquidation or dissolution of the Company; or

(iv)    a change in the composition of the Board in any two-year period, such that a majority of the members of the Board are not (A) persons who were directors at the beginning of such period or (B) persons who are elected, or nominated for election, to the Board by an affirmative vote of the majority of the such directors (but shall not include an individual whose election or nomination is in connection with an actual or threatened proxy contest relating to the election of directors to the Board);

provided, however, that (I) a Change in Control shall not include a Time Warner Transaction, and (II) for purposes of any Award or subplan that may constitute deferred compensation within the meaning of Code section 409A, the Committee, in its discretion, may specify a different definition of Change in Control in order to comply with or cause an Award to be exempt from the provisions of Code section 409A.

“Delisting Event” means an event or circumstance as a result of which the Company is no longer publicly traded with its shares of Class A common stock listed on the NASDAQ Global Market.

“Disposition Event” means a transaction or series of related transactions following which the Company, in the judgement of the Committee, ceases to own a material portion of its assets.

“Employment Contract” means the [amended and restated] employment contract dated [●] between the Grantee and CME Media Services Limited, as amended, amended and restated, otherwise modified or superseded from time to time.

“Good Reason” means a material breach of the Employment Contract by CME Media Services Limited which results in the termination of the Employment Contract by the Grantee pursuant to clause [●] thereof.

“Qualifying Termination Event” means a termination of the Grantee’s employment with the Company or any Affiliate (i) by the Grantee for Good Reason or (ii) by the Company or such Affiliate which is not a Termination for Cause.

“Termination for Cause” shall have the meaning assigned to it in clause [●] of the Employment Contract.

“Time Warner Transaction” means (i) any transaction or event (including the exercise of conversion rights under any convertible security) the result of which is that AT&T Inc. (as the successor to the beneficial ownership interest of Time Warner Inc. in the Company) becomes the beneficial owner, directly or indirectly, of securities (including any securities attributed to it as part of a group under Section 13(d) of the Exchange Act) representing more than 50% of the combined voting power of the then outstanding securities of the Company entitled to vote generally in the election of directors; or (ii) the consummation of any amalgamation, consolidation or merger of the Company pursuant to which the shareholders of the Company immediately prior to the amalgamation, merger or consolidation do not constitute, immediately after the amalgamation, consolidation or merger, the beneficial owners (within the meaning of Rule 13d-3 under the Exchange Act) of 50% or more of the voting power

of the then outstanding securities of the Company (or the surviving entity) generally entitled to vote in the election of directors; provided, that AT&T Inc. is the beneficial owner of 20% of the voting power of the then outstanding securities of the Company (or the surviving entity) generally entitled to vote in the election of directors following such amalgamation, consolidation or merger. For the avoidance of doubt, in the event AT&T Inc. is the beneficial owner of less than 20% of the voting power of the then outstanding securities of the Company (or the surviving entity) generally entitled to vote in the election of directors following such amalgamation, consolidation or merger, such transaction shall constitute a Change in Control.