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Employment Agreement - Rentrak Corp. and Timothy J. Erwin

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                              EMPLOYMENT AGREEMENT


     This Employment Agreement is entered into effective as of November 1, 2002,
by and between Timothy J. Erwin ("Executive") and RENTRAK CORPORATION, an Oregon
corporation (the "Corporation").

1. SERVICES

      1.1 Employment  Position.  Corporation  agrees to employ Executive as Vice
President,  Customer Relations, and Executive accepts such employment, under the
terms and conditions of this Agreement.

      1.2 Term. The term of this Agreement (the "Term") commences on December 1,
2002, and will expire November 30, , 2005. Notwithstanding the foregoing, in the
event of a Change in  Control  of  Corporation,  as defined in Section 7 of this
Agreement,  during the Term of this Agreement,  the Term will  automatically  be
extended to December 31 of the second  calendar year following the year in which
the Change in Control occurs.

      1.3 Duties. During the Term, Executive will serve in an executive capacity
as Vice  President,  Customer  Relations.  Executive  will  report  directly  to
Corporation's  President.  Executive  will  be  responsible  for  direction  and
supervision of all customer  relations  activities on behalf of Corporation  and
such other or different  duties on behalf of Corporation as may be assigned from
time to time by Corporation's  President,  Chief Executive Officer,  or Board of
Directors (the "Board").  Executive will do such traveling as may be required in
the performance of his duties under this Agreement.

      1.4  Outside  Activities.  During his  employment  under  this  Agreement,
Executive  will devote his full business  time,  energies,  and attention to the
business and affairs of Corporation, and to the promotion and advancement of its
interests.  Executive will perform his services faithfully,  competently, and to
the best of his  abilities  and will not  engage  in  professional  or  personal
business  activities that may require an appreciable portion of Executive's time
or effort to the detriment of Corporation's business.  Corporation  acknowledges
and consents to Executives ownership interest and management  activities in Malt
Enterprises, Inc., doing business in Sandy Oregon as Star Video and acknowledges
that  Corporation  will not treat such activity as violating  the  provisions of
this Section 1.4 or of Section 4 of this Agreement

      1.5 Application of Corporate Policies. Executive will, except as otherwise
provided in this Agreement,  be subject to Corporation's rules,  practices,  and
policies applicable generally to Corporation's  senior executive  employees,  as
such rules,  practices,  and  policies  may be revised  from time to time by the
Board.

2. COMPENSATION AND EXPENSES

      2.1 Base  Salary.  As  compensation  for  services  under this  Agreement,
Corporation will pay to Executive a base salary of $150,000 per year, payable in
a  manner  consistent  with  Corporation's   payroll  practices  for  management
employees, as such practices may be revised from time to time. Annually,  during
the Term, Corporation's Compensation Committee (the

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"Committee")   will  review   Executive's   performance,   the   performance  of
Corporation,  and Corporation's economic prospects for the coming year, and will
consider in its sole discretion  whether to increase (but not decrease) the base
salary payable to Executive.

      2.2   Bonus Compensation.

            2.2.1   General.   Executive   will   participate,   together   with
      Corporation's other senior executives,  in Corporation's  Annual Incentive
      Compensation  Plan under which  Executive  will be assigned  predetermined
      incentive target levels and performance  criteria and factors  established
      in the  discretion  of the  Committee  and will  have the  opportunity  to
      receive bonus compensation based on such criteria.

            2.2.2 Fiscal  2003-2004.  For the fiscal year ending March 31, 2004,
      in  lieu  of  participation  in the  Annual  Incentive  Compensation  Plan
      described  above,  Corporation  and  Executive  will enter into a separate
      program  providing  Executive an opportunity to earn a commission bonus in
      accordance  with the terms and  conditions  set forth on  Appendix  2.2.2,
      based on the extent to which  Corporation  achieves  or exceeds  specified
      revenue goals during the fiscal year ending March 31, 2004.

      2.3 Stock Options. Executive will participate, together with Corporation's
other senior executives,  in Corporation's  1997 Equity  Participation Plan (the
"Plan").  Executive will be granted options to purchase shares of  Corporation's
common  stock and/or other awards under the Plan at the times and in the amounts
determined by the  Committee.  All options will be subject to the  provisions of
the Plan.

      2.4 Additional Employee Benefits Executive will receive an annual grant of
208  hours of  credit  (or such  higher  number  of  hours  as are  credited  to
Corporation's  other senior  executives) under  Corporation's  Personal Time Off
(PTO)  program.  Personal time off and vacation may be taken in accordance  with
Corporation's rules, practices,  and policies applicable to Corporation's senior
executive employees, as such rules, practices,  and policies may be revised from
time to time by the Board or the Committee.  During the Term,  Executive will be
entitled to any other employee  benefits approved by the Board or the Committee,
or available to officers and other management employees generally, including any
life and medical insurance plans, 401(k) and other similar plans, and health and
welfare plans,  each whether now existing or hereafter  approved by the Board or
the Committee ("Benefit Plans").  The foregoing will not be construed to require
Corporation to establish any such plans or to prevent Corporation from modifying
or terminating any such Benefit Plans.

      2.5  Expenses.   Subject  to  review  and  approval  by  the  chairman  of
Corporation's   audit  committee,   Corporation  will  reimburse  Executive  for
reasonable  expenses  actually  incurred by  Executive  in  connection  with the
business   of   Corporation.   Executive   will  submit  to   Corporation   such
substantiation for such expenses as may be reasonably required by Corporation.

3. CONFIDENTIAL INFORMATION

      3.1 Definition.  "Confidential  Information" is all nonpublic  information
relating to  Corporation  or its business that is disclosed to  Executive,  that
Executive  produces,  or that Executive  otherwise  obtains  during  employment.
Confidential Information also includes


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information  received from third parties that Corporation has agreed to treat as
confidential.  Examples of Confidential Information include, without limitation,
marketing plans,  customer lists or other customer  information,  product design
and  manufacturing   information,   and  financial   information.   Confidential
Information  does not  include  any  information  that (i) is within  the public
domain  other than as a result of  disclosure  by Executive in violation of this
Agreement,  (ii) was, on or before the date of disclosure to Executive,  already
known  by  Executive,  or  (iii)  Executive  is  required  to  disclose  in  any
governmental,  administrative,  judicial, or quasi-judicial proceeding, but only
to the extent  that  Executive  is so required to  disclose  and  provided  that
Executive  takes  reasonable  steps to request  confidential  treatment  of such
information in such proceeding.

      3.2 Access to Information.  Executive  acknowledges  that in the course of
his  employment  he will have  access  to  Confidential  Information,  that such
information  is a valuable  asset of  Corporation,  and that its  disclosure  or
unauthorized use will cause Corporation substantial harm.

      3.3 Ownership.  Executive  acknowledges that all Confidential  Information
will continue to be the exclusive  property of  Corporation  (or the third party
that disclosed it to  Corporation),  whether or not prepared in whole or in part
by  Executive  and whether or not  disclosed  to  Executive  or entrusted to his
custody in connection with his employment by Corporation.

      3.4 Nondisclosure  and Nonuse.  Unless authorized or instructed in advance
in writing by  Corporation,  or required by law (as determined by licensed legal
counsel),  Executive will not, except as required in the course of Corporation's
business,  during  or  after  his  employment,  disclose  to  others  or use any
Confidential  Information,  unless and until,  and then only to the extent that,
such items become available to the public through no fault of Executive.

      3.5 Return of Confidential Information. Upon request by Corporation during
or after his  employment,  and without  request upon  termination  of employment
pursuant to this  Agreement,  Executive will deliver  immediately to Corporation
all  written,   stored,   saved,  or  otherwise  tangible  materials  containing
Confidential Information without retaining any excerpts or copies.

      3.6 Duration.  The  obligations  set forth in this Section 3 will continue
beyond the term of  employment  of Executive by  Corporation  and for so long as
Executive possesses Confidential Information.

      3.7 Effect of Prior Agreement.  Executive acknowledges that the provisions
of this Section 3 are in addition to and do not supersede the provisions of that
Confidentiality   and  Invention   Agreement  (the  "Prior  Agreement")  between
Corporation  and Executive  dated  effective  July 15, 1991,  and that the Prior
Agreement remains in full force and effect.

4. NONCOMPETITION

      Executive  acknowledges  and  agrees  that the  provisions  of  Section  5
captioned  "Covenant Against  Competition" in the Prior Agreement will remain in
full  force and  effect.  If, in any  judicial  proceeding,  a court  refuses to
enforce  this  covenant  not to  compete  because  it  covers  too

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extensive  a  geographic  area,  is too long in its  duration,  or for any other
reason,  the  parties  intend that it be  reformed  and  enforced to the maximum
extent permitted under applicable law.

5. TERMINATION

     Executive's employment under this Agreement will terminate prior to the end
of the Term as follows:

     5.1 Death.  Executive's  employment will terminate  automatically  upon the
date of Executive's death.


     5.2  Disability.   Company  may,  at  its  option,   terminate  Executive's
employment  under this  Agreement upon written notice to Executive if Executive,
because of physical or mental  incapacity  or  disability,  fails to perform the
essential functions of his position, with reasonable accommodation,  required of
him under this  Agreement  for a  continuous  period of 120 days or any 180 days
within any 12-month period.

      5.3  Termination  by  Corporation  for Cause.  Corporation  may  terminate
Executive's  employment under this Agreement for Cause at any time. For purposes
of this  Agreement,  "Cause" means:  (a) a material  breach of this Agreement by
Executive;  (b) Executive's  refusal,  failure,  or inability to comply with the
general  policies or  standards of  Corporation  or to perform any job duties of
Executive;  (c) any act of  fraud by  Executive,  (d) any act of  dishonesty  by
Executive involving Corporation or its business;  (e) Executive's  conviction of
or a plea of nolo  contendere to a felony;  or (f) the  commission of any act in
direct  or  indirect  competition  with or  materially  detrimental  to the best
interests of Corporation  that is in breach of Executive's  fiduciary  duties to
Corporation;  provided that Cause will not include any actions or  circumstances
constituting  Cause under (a) or (b) above if  Executive  cures such  actions or
circumstances  within 30 days of  receipt  of written  notice  from  Corporation
setting forth the actions or circumstances constituting Cause.

      5.4 Termination by Executive for Good Reason.  Executive may terminate his
employment  with   Corporation   under  this  Agreement  for  "Good  Reason"  if
Corporation has not cured the actions or  circumstances  which are the basis for
such termination within 30 days following receipt by the Board of written notice
from  Executive  setting forth the actions or  circumstances  constituting  Good
Reason. For purposes of this Agreement, "Good Reason" means:

                    (a) Failure of  Corporation to comply with the terms of this
             Agreement; or

                    (b) The  occurrence  (without  Executive's  express  written
             consent) of any of the following acts by Corporation or failures by
             Corporation to act:

                    (i) A substantial adverse alteration in the nature or status
             of   Executive's    title,    position,    duties,   or   reporting
             responsibilities as an executive of Corporation;

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                    (ii) A reduction in Executive's  base salary as set forth in
             this  Agreement or as the base salary may be increased from time to
             time;

                    (iii) The  failure by  Corporation  to  continue  to provide
             Executive  with  benefits and  participation  in Benefit Plans made
             available by Corporation to its senior executives; or

                    (iv) The relocation of  Corporation's  executive  offices at
             which  Executive is to provide  services to a location more than 35
             miles  from  its  current  location  on N.E.  Ambassador  Place  in
             Portland, Oregon.

      5.5  Termination by Corporation  Without Cause.  Corporation may terminate
Executive's  employment  with  Corporation  without Cause at any time by written
notice to Executive.

      5.6 Termination by Executive Without Good Reason.  Executive may terminate
Executive's  employment with Corporation  other than for Good Reason at any time
by written notice to the Secretary of the Corporation.

6. COMPENSATION UPON TERMINATION

      6.1  Death,  Disability,  or  Expiration  of  Term.  Upon  termination  of
Executive's  employment  pursuant  to Section  5.1,  Section  5.2, or due to the
Expiration of the Term, all obligations of Corporation under this Agreement will
cease, except that Executive will be entitled to:

                    (a)  Accrued  base salary  through  the date of  Executive's
             termination of employment;

                    (b) A prorated portion of the bonus described in Section 2.2
             (not less than a pro rata portion of the minimum bonus described in
             that Section);

                    (c) Other  benefits  under Benefit Plans to which  Executive
             was entitled upon such termination of employment in accordance with
             the terms of such Benefit Plans.

      6.2  Salary   Continuation   Payments  Upon  Death  or  Disability.   Upon
termination  of Executive's  employment  pursuant to Section 5.1 or Section 5.2,
Executive will be entitled to the amounts  described in Section 6.1, plus salary
continuation  payments  equal to six months  multiplied  by the base  salary per
month  in  effect  as of the  date of  termination,  payable  in  equal  monthly
installments.  Such  salary  continuation  payments  will be payable in a manner
consistent with Corporation's payroll practices for management employees.

      6.3   Termination   Without   Cause  or  by  Executive  for  Good  Reason.

            6.3.1 Monthly Severance Payments.


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                    (a) In the event  that no Change in Control  (as  defined in
             Section 7) has occurred and,  prior to the  expiration of the Term,
             Executive  terminates  his  employment  with  Corporation  for Good
             Reason  under  Section 5.4 or  Corporation  terminates  Executive's
             employment  with  Corporation  without  Cause  under  Section  5.5,
             Executive will be entitled to the amounts described in Section 6.1,
             plus severance  payments  equal to twelve months  multiplied by the
             base  salary  per month in  effect  as of the date of  termination,
             payable in equal monthly installments (each installment, a "Monthly
             Severance Payment").

                    (b)  Corporation's  obligations  to  pay  Monthly  Severance
             Payments under this Section 6.3.1 are expressly  conditioned on (i)
             Executive's  execution  of a release (in the form  attached to this
             Agreement   as   Appendix   6.3.1(b),   with   such   modifications
             specifically  in response to changes in  applicable  law as counsel
             for Corporation  determines to be reasonably necessary or desirable
             to ensure  effective  release of all  claims) of any and all claims
             that  Executive  may hold through the date such release is executed
             against  Corporation or any of its subsidiaries or affiliates,  and
             (ii) the expiration of any applicable  revocation  period specified
             in such release without revocation of the release by Executive.

                    (c) Monthly  Severance  Payments will be payable in a manner
             consistent  with  Corporation's  payroll  practices for  management
             employees.

                    (d)  Executive  will not be required to mitigate the Monthly
             Severance  Payments  pursuant to this  Agreement  by seeking  other
             employment;  provided however,  that amounts payable by Corporation
             as Monthly  Severance  Payments  will be  reduced  by  compensation
             actually  received  by  Executive  from a new  employer  during the
             severance period described above.

            6.3.2 Medical and Dental Insurance Benefits.  In addition to Monthly
      Severance  Payments,  Corporation will continue to provide or will arrange
      to  provide   Executive  with  medical  and  dental   insurance   benefits
      substantially  similar to those to which  Executive was entitled as of the
      date  of  termination  until  Corporation's  obligation  to  make  Monthly
      Severance  Payments  expires;  provided,  however,  that if  Executive  is
      employed  with  another  employer  and is eligible to receive  medical and
      dental   insurance   benefits   under  another   employer-provided   plan,
      Corporation's  obligation  to provide  the  medical  and  dental  benefits
      described in this paragraph will terminate automatically.

            6.3.3  Effect  of  Competition.  Corporation's  obligation  to  make
      Monthly  Severance  Payments  and  provide  medical  and dental  insurance
      benefits to Executive  will  terminate  if  Executive  breaches a material
      provision  of  the  noncompetition   provisions  of  the  Prior  Agreement
      described in Section 4.

      6.4  Termination  For Cause or by Executive  Without  Good Reason.  In the
event  that,  prior  to the  expiration  of  the  Term,  Corporation  terminates
Executive's  employment  with  Corporation  for  Cause  under  Section  5.3,  or
Executive  terminates his employment with Corporation for other than Good Reason
under Section 5.6, Corporation's obligations under this Agreement will cease and
Executive  will be  entitled to that  portion of his base salary and

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employment  benefits for which he is qualified as of the date of termination and
Executive will not be entitled to any other compensation or consideration.

7. EFFECT OF CHANGE IN CONTROL

     7.1 Definitions.

      "Change in Control". For purposes of this Agreement, a "Change in Control"
will be deemed to have occurred upon the first fulfillment of the conditions set
forth in any one of the following three paragraphs:

                    (a) Any "person" (as that term is defined in Section 3(a)(9)
             and 13(d)(3) of the  Securities  Exchange  Act of 1934,  as amended
             (the  "Exchange  Act"),  other  than a trustee  or other  fiduciary
             holding  securities  under an employee benefit plan of Corporation,
             is or becomes a beneficial  owner (within the meaning of Rule 13d-3
             promulgated  under the Exchange Act),  directly or  indirectly,  of
             securities of  Corporation  representing  30 percent or more of the
             combined voting power of Corporation's then outstanding securities;

                    (b) A  majority  of the  directors  elected at any annual or
             special  meeting of shareholders  are not individuals  nominated by
             Corporation's then incumbent Board; or

                    (c) The  shareholders  of  Corporation  approve  a merger or
             consolidation of Corporation with any other corporation, other than
             a  merger  or  consolidation  which  would  result  in  the  voting
             securities of  Corporation  outstanding  immediately  prior to such
             transaction   continuing   to   represent   (either  by   remaining
             outstanding  or by being  converted  into voting  securities of the
             surviving  entity) at least 51 percent of the combined voting power
             of the voting securities of Corporation or of such surviving entity
             outstanding immediately after such merger or consolidation,  or the
             shareholders of Corporation approve a plan of complete  liquidation
             of  Corporation  or an  agreement  for the sale or  disposition  by
             Corporation of all or substantially all of its assets.

      "Other  Payment"  means any  payment or benefit  payable to  Executive  in
connection  with a Change  in  Control  of  Corporation  pursuant  to any  plan,
arrangement, or agreement (other than this Agreement) with Corporation, a person
whose actions result in such Change in Control,  or any person  affiliated  with
Corporation or such person.

      "Total  Payments"  means all payments or benefits  payable to Executive in
connection  with a Change  in  Control,  including  Change in  Control  Payments
pursuant to this  Agreement and any Other  Payments  pursuant to any other plan,
agreement, or arrangement with Corporation, a person whose actions result in the
Change in Control, or any person affiliated with Corporation or such person.

      7.2 Compensation Upon Termination Following a Change in Control.


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            7.2.1  Change in  Control  Payments.  In the event of  Corporation's
      termination  of Executive  without Cause,  or  Executive's  termination of
      employment  with  Corporation  for Good  Reason,  at any time  following a
      Change in Control during the Term of this Agreement (as extended  pursuant
      to Section 1.2), Executive will be entitled to the following payments (the
      "Change in Control Payments"):

                    (a) A  lump  sum  severance  payment  equal  to  the  sum of
             Executive's  annual base salary as in effect immediately before the
             Change in Control plus Executive's bonus  compensation for the most
             recent fiscal year ended prior to the Change in Control;

                    (b)  Continuation  for a period of one year  following  such
             termination  of Executive's  participation  in all Benefit Plans in
             which Executive was entitled to participate  immediately before the
             Change in Control,  provided that such continued  participation  is
             possible  under the general  terms and  provisions  of such Benefit
             Plans.  In the event  Executive's  continued  participation  in any
             Benefit  Plan is  barred by the  provisions  of the  Benefit  Plan,
             Corporation  will  arrange  to  provide   Executive  with  benefits
             substantially  similar to those  which  Executive  was  entitled to
             receive under the Benefit Plan.

            7.2.2 Reduction. In the event that any portion of the Total Payments
      payable to Executive in connection with a Change in Control of Corporation
      would constitute an "excess  parachute  payment" within the meaning of IRC
      ss. 280G(b) that is subject to the excise tax imposed on so-called  excess
      parachute  payments  pursuant to IRC ss.4999 (an "Excise Tax"), the Change
      in Control  Payments  otherwise  payable  under this Section 7.2.1 will be
      reduced  to  avoid  such  Excise  Tax if,  and to the  extent  that,  such
      reduction will result in a larger after-tax  benefit to Executive,  taking
      into account all applicable  federal,  state,  and local income and excise
      taxes.

            7.2.3 Application. For purposes of this Section 7.2:

                    (a) No  portion  of the  Total  Payments,  the  receipts  or
             enjoyment  of which  Executive  has  effectively  waived in writing
             prior to the date of payment  of any  Change in  Control  Payments,
             will be taken into account;

                    (b) No  portion  of the Total  Payments  will be taken  into
             account  which,   in  the  opinion  of  tax  counsel   selected  by
             Corporation and reasonably acceptable to Executive ("Tax Counsel"),
             does not constitute a "parachute payment" within the meaning of IRC
             ss. 280G;

                    (c)  If  Executive  and  Corporation  disagree  whether  any
             payment of Change in Control  Payments will result in an Excise Tax
             or  whether a  reduction  in any Change in  Control  Payments  will
             result in a larger after-tax benefit to Executive,  the matter will
             be conclusively resolved by an opinion of Tax Counsel;

                    (d)  Executive  agrees  to  provide  Tax  Counsel  with  all
             financial   information   necessary  to  determine   the  after-tax
             consequences of payments of Change in Control Payments for purposes
             of determining whether, or to what

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                    extent,  Change  in  Control  Payments  are  to  be  reduced
             pursuant to Section 7.2.2; and

                    (e) The value of any noncash benefit or any deferred payment
             or benefit  included in the Total Payments,  and whether or not all
             or a portion of any payment or benefit is a "parachute payment" for
             purposes of this Section 7.2, will be  determined by  Corporation's
             independent  accountants  in accordance  with the principles of IRC
             ss. 280(G)(d)(3) and (4).

            7.2.4  Effect  on Other  Agreements.  In the  event  that any  other
      agreement,  plan, or  arrangement  providing for Other Payments (an "Other
      Agreement") has a provision that requires a reduction in the Other Payment
      governed  by such  Other  Agreement  to  avoid  or  eliminate  an  "excess
      parachute  payment" for purposes of IRC ss. 280G,  the reduction in Change
      in Control Payments  pursuant to Section 7.2.2 will be given effect before
      any reduction in the Other Payment pursuant to the Other Agreement. To the
      extent  possible,  Corporation  and  Executive  agree that  reductions  in
      benefits under any plan,  program,  or arrangement of Corporation  will be
      reduced (only to the extent  described in Section  7.2.2) in the following
      order of priority:

                    (a) Change in Control Payments under this Agreement;

                    (b) Benefit  Plan benefit  continuation  pursuant to Section
             7.2.1(b); and

                    (c) The  acceleration  in the  exercisability  of any  stock
             option or other stock related award granted by Corporation.

8. REMEDIES

     The respective  rights and duties of Corporation  and Executive  under this
Agreement  are in  addition  to,  and not in lieu of,  those  rights  and duties
afforded to and imposed  upon them by law or at equity.  Executive  acknowledges
that any breach or threatened  breach of Sections 3 or 4 of this  Agreement will
cause  irreparable  harm to  Corporation  and that any  remedy  at law  would be
inadequate to protect the legitimate interests of Corporation.  Executive agrees
that Corporation will be entitled to specific performance,  or to any other form
of  injunctive  relief to  enforce  its  rights  under  Sections  3 or 4 of this
Agreement  without the necessity of showing actual damage or irreparable harm or
the posting of any bond or other security.  Such remedies will be in addition to
any other remedy available to Corporation at law or in equity.

9. SEVERABILITY OF PROVISIONS

      The provisions of this  Agreement are  severable,  and if any provision of
this  Agreement is held  invalid,  unenforceable,  or  unreasonable,  it will be
enforced to the maximum extent permissible,  and the remaining provisions of the
Agreement will continue in full force and effect.

10. NONWAIVER

      Failure of Corporation at any time to require performance of any provision
of this  Agreement  will not limit  the  right of  Corporation  to  enforce  the
provision.  No provision of this

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Agreement  or breach of this  Agreement  may be waived by either party except in
writing  signed by that  party.  A waiver of any breach of a  provision  of this
Agreement  will be  construed  narrowly and will not be deemed to be a waiver of
any succeeding  breach of that provision or a waiver of that provision itself or
of any other provision.

11. NOTICES

     All notices  required or permitted  under this Agreement must be in writing
and will be  deemed  to have  been  given if  delivered  by hand,  or  mailed by
first-class,  certified mail, return receipt requested,  postage prepaid, to the
respective  parties  as  follows  (or to such  other  address  as any  party may
indicate  by a  notice  delivered  to  the  other  parties  hereto):  (i)  if to
Executive,  to his residence as listed in Corporation's  records, and (ii) if to
Corporation, to the address of the principal office of Corporation, at:

         One Airport Center
         7700 N.E. Ambassador Place
         Portland, Oregon  97220

12. ATTORNEY FEES

      In the event of any suit or action or arbitration proceeding to enforce or
interpret any provision of this Agreement (or which is based on this Agreement),
the  prevailing  party will be entitled to recover,  in addition to other costs,
the reasonable attorney fees incurred by the prevailing party in connection with
such  suit,   action,  or  arbitration,   and  in  any  appeal  therefrom.   The
determination  of who is the  prevailing  party  and the  amount  of  reasonable
attorney  fees  to be paid  to the  prevailing  party  will  be  decided  by the
arbitrator or  arbitrators  (with respect to attorney fees incurred prior to and
during the arbitration  proceedings)  and by the court or courts,  including any
appellate courts, in which the matter is tried, heard, or decided, including the
court which hears any exceptions  made to an arbitration  award  submitted to it
for  confirmation  as a judgment (with respect to attorney fees incurred in such
confirmation proceedings).

13. GOVERNING LAW

      This Agreement will be construed in accordance  with the laws of the state
of Oregon,  without  regard to any  conflicts of laws rules.  Any suit or action
arising  out of or in  connection  with this  Agreement,  or any  breach of this
Agreement,  must be brought and maintained in the Circuit Courts of the State of
Oregon.  The parties hereby irrevocably submit to the jurisdiction of such court
for the  purpose  of such suit or action and hereby  expressly  and  irrevocably
waive,  to the fullest extent  permitted by law, any claim that any such suit or
action has been brought in an inconvenient forum.

14. GENERAL TERMS AND CONDITIONS

      This  Agreement  constitutes  the  entire  understanding  of  the  parties
relating to the  employment  of Executive by  Corporation,  and  supersedes  and
replaces  all written  and oral  agreements  heretofore  made or existing by and
between the parties relating  thereto.  Executive  acknowledges that he has read
and understood all of the provisions of this  Agreement,  that the  restrictions
contained in Section 4 of this  Agreement are  reasonable  and necessary for the

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<PAGE>


protection  of  Corporation's  business  and that  Executive  entered  into this
contract  in  connection  with  a  bona  fide   advancement  of  Executive  with
Corporation in that Executive was granted a long-term employment contract.  This
Agreement will inure to the benefit of any successors or assigns of Corporation.
All captions  used in this  Agreement  are intended  solely for  convenience  of
reference and will in no way limit any of the provisions of this Agreement.

      The parties have executed this Employment  Agreement as of the date stated
above.


                                                     RENTRAK CORPORATION

/s/ Timothy J. Erwin                                 By: F. Kim Cox
    Timothy J. Erwin                                 Title:   President



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<PAGE>



                                 APPENDIX 2.2.2

                            COMMISSION BONUS PROGRAM
                        Fiscal Year Ending March 31, 2004

      1.  Terminology.  Capitalized terms not otherwise defined in this Appendix
or the Agreement have the meanings set forth in paragraph 5.

      2.  Quarterly  Bonuses.  On or before each of July 31,  2003,  October 30,
2003, and January 31, 2004,  subject to the overall  limitations of paragraph 4,
Corporation  will pay Executive a Quarterly Bonus equal to the sum of (a) $2,500
and (b) 0.001% of the Excess Quarterly Revenues for the preceding fiscal quarter
(ending June 30, September 30, and December 31, 2003 respectively).

      3.  Annual  Bonus.  On or before  June 30,  2004,  subject to the  overall
limitations of paragraph 4, Corporation will pay Executive an Annual Bonus equal
to the excess (if any) over the aggregate  amounts  previously paid as Quarterly
Bonuses pursuant to paragraph 2 of the sum of (a) $10,000 plus (b) 0.003% of the
Excess Annual Revenues for the fiscal year ending March 31, 2004.

      4. Overall Limitation. In no event will the aggregate of Quarterly Bonuses
and Annual  Bonus  payable to  Executive  for the Plan Year exceed  $50,000.  If
Qualified  Revenues  exceed  $*  million  for  the  Plan  Year,   Corporation's
Compensation  Committee  may,  in its sole  discretion,  consider  payment of an
additional bonus.

      5. Subsequent  Fiscal Years. As provided in Section 2.2.1 of Participant's
Employment  Agreement,  for periods following  Corporation's  fiscal year ending
March 31, 2004,  Participant will participate in Corporation's  Annual Incentive
Compensation Plan.

      6. Definitions. For purposes of this program:

                  "Annual Bonus" means the bonus payable pursuant to paragraph
3.

                  "Benchmark Amount" means an amount equal to *

                  "Excess Annual Revenues" means Corporation's Qualified
Revenues for the Plan Year in excess of the Benchmark Amount.

                  "Excess Quarterly Revenues" means, for each of the fiscal
         quarters ending June 30, September 30, and December 31, 2003,
         Corporation's Qualified Revenues for such quarter in excess of 25% of
         the Benchmark Amount.

                  "Plan Year" means the fiscal year beginning April 1, 2003, and
ending March 31, 2004.

                  "Qualified Revenues" means the following categories of
Corporation's revenues from video leasing activities;

(a) Order processing fees;

(b) Transaction fees;


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<PAGE>


(c) Sell-through fees;

(d) End of term fees; and

         (e) Data communication fees

         "Quarterly Bonus" means a bonus payable pursuant to paragraph 2.

*Confidential portions omitted pursuant to a request for confidential treatment.


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<PAGE>

                                APPENDIX 6.3.1(b)

                                     FORM OF
                              AGREEMENT AND RELEASE

      THIS  AGREEMENT  AND  RELEASE  ("Release")  is  made  on  this  ___ day of
_______________,   200__,  by  and  between  Rentrak   Corporation,   an  Oregon
corporation  ("Corporation") and  _______________("Executive").  Corporation and
Executive agree as follows:

1. Payment to Executive.

      (a) Upon the  execution  of this  Release,  and  after  expiration  of the
revocation  period  specified  in Section 9 of this  Release,  Corporation  will
commence  payment of the  applicable  Monthly  Severance  Payments  described in
Section  6 of  Executive's  Employment  Agreement  dated  __________,  2002 (the
"Employment Agreement"), less normal deductions and withholdings.

      (b) Executive  specifically  acknowledges  and agrees that Corporation has
paid Executive all wages and other  compensation and benefits to which Executive
is entitled  except those  described in Paragraph  1(a) of this Release and that
the execution of this Release (and compliance with the noncompetition provisions
of  Section  4  of  the  Employment   Agreement)  are  conditions  precedent  to
Corporation's obligation to make the Monthly Severance Payments.

2. Release by Executive.

      Executive hereby completely  releases and forever  discharges  Corporation
and each of its past, present, and future parent and subsidiary corporations and
affiliates and each of their respective past, present,  and future shareholders,
officers,  directors,  agents,  employees,  insurers,  successors,  and  assigns
(collectively,  the "Released Parties"),  from any and all claims,  liabilities,
demands,  and causes of action of any kind,  whether statutory or common law, in
tort, contract, or otherwise, in law or in equity, and whether known or unknown,
foreseen or unforeseen,  in any way arising out of,  concerning,  or related to,
directly or indirectly, Executive's employment with Corporation,  including, but
not limited to, the  termination of Executive's  employment  based on any act or
omission on or prior to the effective  date of this  Release,  but not including
any claim for workers' compensation or unemployment insurance benefits.  Without
limiting the generality of the foregoing,  this release  specifically  includes,
but is not limited to, a release of claims  arising under Title VII of the Civil
Rights Act of 1964; the Age Discrimination in Employment Act; the Americans with
Disabilities  Act; the Family and Medical  Leave Act;  the  Employee  Retirement
Income Security Act; the Worker Adjustment and Retraining  Notification Act; and
ORS chapters 652, 653, and 659A, and any amendments to any of such laws.

3. Return of Corporation Property.

      Executive   represents   and  warrants  that  Executive  has  returned  to
Corporation all property  belonging to Corporation,  including,  but not limited
to,  all  documents  or  other  media  containing  confidential  or  proprietary
information of Corporation  (including without limitation customer,



                                       1
<PAGE>



production,  and pricing  information),  and all Corporation credit cards, keys,
cellular telephones, and computer hardware and software.

4. No Liability or Wrongdoing.

      Corporation  specifically  denies any liability or wrongdoing  whatsoever.
Neither this Release nor any of its provisions,  terms, or conditions constitute
an  admission  of  liability  or  wrongdoing  or may be offered or  received  in
evidence in any action or proceeding as evidence of an admission of liability or
wrongdoing.

5. Severability.

      If any  provision  of this  Release is found by any court to be illegal or
legally  unenforceable for any reason, the remaining  provisions of this Release
will continue in full force and effect.

6. Attorney Fees.

      If any action is brought to  interpret or enforce this Release or any part
of it, the prevailing party will be entitled to recover from the other party its
reasonable attorney fees and costs incurred therein, including all attorney fees
and costs on any appeal or review.

7. Choice of Law.

      This Release will be governed by the laws of the state of Oregon,  without
regard to its principles of conflicts of laws.

8. Consideration of Agreement.

      Executive  acknowledges  that  Corporation  has  advised him in writing to
consult with an attorney  before signing this Release and that he has been given
at least 21 days to consider  whether to execute this  Release.  For purposes of
this 21-day period,  Executive  acknowledges  that this Release was delivered to
him on ________, 20__, that the 21-day period will expire ___________, 20__, and
that he may have until that date to consider the Release.

9. Revocation.

     Executive  may  revoke  this  Release  by  written  notice,   delivered  to
___________  within  seven days  following  his date of  signature  as set forth
below.  This Release  becomes  effective and  enforceable  after such  seven-day
period has expired.

10. Knowing and Voluntary Agreement.

     Executive acknowledges and agrees that: (a) the only consideration for this
Release is the consideration  expressly  described in this document;  (b) he has
carefully read the entire Release; (c) he has had the opportunity to review this
Release  and to have it  reviewed  and  explained  to him by an  attorney of his
choosing;  (d) he fully understands the final and binding



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<PAGE>



effect;  and (e) he is
signing  this  Release  voluntarily  and  with  the  full  intent  of  releasing
Corporation from all claims.

11. Miscellaneous.

      The benefits of this Release will inure to the  successors  and assigns of
the parties.  This is the entire  agreement  between  Executive and  Corporation
regarding the subject matter of this Release and neither party has relied on any
representation  or  statement,  written  or oral,  that is not set forth in this
Release.  Executive  represents and warrants that Executive has not assigned any
claim that  Executive  may have  against the  Released  Parties to any person or
entity.


RENTRAK CORPORATION


By:
    ---------------------------------       ----------------------------------
Title:
       ------------------------------

Date:                                       Date:
      -------------------------------       ----------------------------------




STATE OF  ___________________                    )
                                                 )   SS
COUNTY OF __________________                     )


This instrument was acknowledged before me on __________, 20___, by _______


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