printer-friendly

Sample Business Contracts

Employment Agreement - Rentrak Home Entertainment and Michael R. Lightbourne

Employment Forms

  • Employment Agreement. Employers can customize an employment agreement that states the salary, benefits, working hours and other important provisions for their new or existing employee.
  • Consulting Agreement. Answer simple questions to build a contract with a consultant. Specify the services rendered, when payment is due, as well as IP rights.
  • Commission Agreement. Employers who compensate their sales employees based on commissions can prepare an agreement to reduce misunderstandings by specifying the base salary and how commissions are calculated.
  • Executive Employment Agreement. Companies may offer their business executives a contract that is different from the one provided to their regular employees. Executive employment agreements may be more complex because the compensation structure may include a combination of salary and commissions, provide for bonuses based on sales, stock or other financial targets, and include non-compete, confidentiality and severance provisions.
  • Sales Representative Contract. Independent sales representatives offer companies the potential to increase the sale of products or services without the burden of increasing headcount. Both parties should understand how commissions are calculated, when commissions will be paid, as well as how the representative will treat confidential information from the company and whether the representative may also sell a competing line of products or services.
  • More Employment Agreements

Sponsored Links

                              EMPLOYMENT AGREEMENT

     EMPLOYMENT AGREEMENT (hereinafter referred to as the "Employment
Agreement"), made and  entered into effective January 1, 1995, by and between
RENTRAK HOME ENTERTAINMENT, a division of RENTRAK CORPORATION, an Oregon
corporation (hereinafter referred to as "Employer"), and MICHAEL R. LIGHTBOURNE
(hereinafter referred to as "Employee").

                              W I T N E S S E T H:

     WHEREAS, Employer is principally engaged in the business of distributing
prerecorded video cassettes to video stores and other retailers through it
innovative distribution system known as pay-per-transaction; and

     WHEREAS, Employer desires to employ Employee in the position of Senior Vice
President of Marketing, and Employee desires to be so employed.

     NOW, THEREFORE, in consideration of the mutual promises, covenants and
agreements herein contained, the recitals set forth hereinabove which by this
reference are incorporated herein, and other good and valuable consideration,
the receipt of which is hereby acknowledged, the parties hereby agree as
follows:

     SECTION 1.     EMPLOYMENT

     1.01   POSITION AND TITLE.    Employer shall employ and engage the services
of Employee, in the position of Senior Vice President of Marketing, for the term
of this Agreement as defined in Section 2, INFRA, pursuant to the terms and
conditions set forth in this Agreement.

     1.02   DUTIES AND PLACE OF EMPLOYMENT.  Employee shall be responsible for,
and perform duties associated with his position as Senior Vice President of
Marketing and other duties as may be directed by the Employer, from time to
time. Employee shall: (i) devote his full business time during normal business
hours to the business and affairs of Employer; (ii) use his best efforts to
promote the interests of Employer; and (iii) perform faithfully and efficiently
his responsibilities. Employee shall perform his duties at Employer's principal
executive offices which are currently located at 7227 N.E. 55th Avenue,
Portland, Oregon 97218, or such other locations as may be required from time to
time. Subject to the terms of this Agreement, Employee shall comply promptly and
faithfully with all of Employer's policies, instructions, directions, requests,
rules and regulations.

     SECTION 2.     TERM AND TERMINATION

     2.01   STATED TERM. Employment shall commence on the effective date of this
Agreement and shall continue until March 31, 2000, or until Employee's
employment under this Agreement is

<PAGE>

terminated pursuant to Section 2.02, Section 2.03, or Section 2.04, INFRA
("Term").

     2.02   AT WILL TERMINATION.   Notwithstanding anything herein to the
contrary, Employee's employment may be terminated at any time with or without
reason, by Employer upon written notice to Employee, or by Employee upon forty-
five (45) days written notice to Employer. Additional terms concerning this
Section 2.02 are contained in that certain First Addendum to Employment
Agreement of even date hereof ("Addendum") the form of which is attached hereto
as Exhibit A, and which by this reference is incorporated herein.

     2.03   FOR CAUSE TERMINATION. Employee's employment may be terminated by
Employer without notice for "cause." Termination for "cause" is defined for
purposes of this subsection as termination for: (i) material failure of Employee
to substantially perform the reasonable and attainable instructions of Employer
as to his duties hereunder; or (ii) an act or acts of misconduct by Employee
which is determined by the Employer to be materially injurious to Employer
monetarily or otherwise; or (iii) material violation by Employee of any
provision of this Agreement. For purposes of this subsection, termination for
"cause" shall not include any act or failure to act on Employee's part if done
or omitted to be done by him in demonstrable good faith and with the reasonable
belief that his act or omission was in the best interest of the Employer or
pursuant to an express policy of Employer at the time of such act or omission.

     2.04   DISABILITY OR DEATH.   Employee's employment shall be terminable
immediately upon Employee's death or disability. "Disability" is defined for
purposes of this subsection as absence from Employee's full time duties with
Employer as a result of Employee's incapacity due to physical or mental illness
for ninety (90) days calculated on a cumulative basis over any two year period
during the term of this Agreement. Nothing in this Section 2.04 is intended to
violate any Oregon State law regarding parental or family leave policies or any
other applicable law.

     SECTION 3.     COMPENSATION

     3.01   BASE SALARY. Commencing January 1, 1995, through December 31, 1995,
Employee shall be paid an annual base salary in the amount of One hundred fifty
thousand dollars ($150,000.00); commencing January 1, 1996, through December 31,
1996, Employee shall be paid an annual base salary in the amount of One hundred
fifty seven thousand, five hundred dollars ($157,500.00); commencing January 1,
1997, through December 31, 1997 Employee shall be paid an annual base salary in
the amount of One hundred sixty seven thousand, five hundred dollars
($167,500.00); commencing January 1, 1998, through December 31, 1998, Employee
shall be paid an annual base salary in the amount of One hundred seventy five
thousand dollars ($175,000.00); commencing January 1, 1999, through December 31,
1999, Employee shall be paid an annual base salary in the amount of One hundred
eighty five thousand dollars ($185,000.00); and commencing

<PAGE>

January 1, 2000, through March 31, 2000, Employee shall be paid a quarterly
base salary in the amount of Forty six thousand five hundred dollars
($46,500.00) ("Base Salary"). The Base Salary shall be paid to Employee in equal
semi-monthly installments in arrears on the seventh (7th) and twenty-second
(22nd) day of each month, commencing as of the month following the effective
date of this Agreement. Should the seventh (7th) or the twenty-second (22nd) day
of any month not be a business day, Employee's semi-monthly installment of the
Base Salary otherwise due on such date shall be paid to Employee on the business
day closest to the date such semi-monthly installment is due (i.e., if the
seventh (7th) day of the month falls on a Saturday, the semi-monthly installment
shall be paid on the preceding business day or if the seventh (7th) day of the
month falls on a Sunday, the semi-monthly installment shall be paid on the next
following business day). Employee's Base Salary may be increased in the
discretion of Employer during the Term of this Agreement.

     3.02   BONUS COMPENSATION.    Nothing herein shall preclude the Employer
from authorizing the payment of additional compensation to Employee over and
above the Base Salary at any time payable to him under his Agreement, whether as
a bonus or otherwise. The payment of such additional compensation shall not
operate as an amendment obligating Employer to make any similar payment or to
pay additional compensation at any future time or for any future period, or be
deemed to affect Employee's Base Salary in any manner. Additional terms
concerning this Section 3.02 are contained in the Addendum attached hereto.

     3.03   STOCK OPTIONS.    Provided this Agreement is executed, Employer has
authorized a grant to Employee of two hundred thousand (200,000) options for
Employer's stock as of December 13, 1994. To the extent allowed under the
Internal Revenue Code of 1986, as amended ("Code"), the stock options will be
granted pursuant to that certain Incentive Stock Option Agreement, a copy of
which is attached to this Agreement as Exhibit B. The remaining options not
allowed as incentive stock options under the Code will be granted pursuant to
that certain Nonstatutory Stock Option Agreement, a copy of which is attached to
this Agreement as Exhibit C. The option price shall be the mean of the high and
low price reported by the WALL STREET JOURNAL on December 12, 1994.

     3.04   BENEFITS.

            3.04A   VACATION AND HOLIDAY PAY.     Employee
            shall be entitled to vacation and paid holidays as
            provided under Employer's then current policies and
            procedures. As of the effective date of this Agreement,
            Employee will be entitled to: (i) accrue vacation time
            at the rate of one hundred twenty (120) hours per year;
            and (ii) will be eligible to receive pay for Employer-
            paid holidays including: (i) New Years Day (ii) Memorial
            Day (iii) Independence Day (iv) Labor Day (v)
            Thanksgiving Day (vi) Friday following

<PAGE>

            Thanksgiving Day (vii) Christmas Eve and (viii)
            Christmas Day.

            3.04B   INSURANCE.     Employee shall be entitled to
            medical, life, worker's compensation, disability, social
            security and state unemployment insurance benefits as
            provided under Employer's then current terms, policies
            and procedures.

            3.04C   TUITION REIMBURSEMENT. Employee shall be
            entitled to reimbursement for all tuition, enrollment
            fee, and books pursuant to Employer's education
            assistance program. Employee shall comply with all
            Employer's terms, policies and procedures regarding its
            education assistance program.

            3.04D   MISCELLANEOUS BENEFITS.  In addition to any
            other compensation or benefits to be received by
            Employee pursuant to the terms of this Agreement, and
            the Addendum, Employee shall be entitled to participate
            in any employee benefits which Employer may from time to
            time provide its employees generally.

     SECTION 4.     PAYMENTS UPON TERMINATION OF EMPLOYMENT

     4.01   TERMINATION FOR CAUSE. In the event of the termination of Employee's
employment by Employer for cause as defined in Section 2.03, SUPRA, or in the
event of termination of Employee's employment by Employee, Employer shall pay to
Employee the amount of compensation accrued to Section 3.01, SUPRA, as of the
date of termination.

     4.02   TERMINATION FOR DEATH OR DISABILITY.  In the event of the
termination of Employee's employment due to his health or disability, Employer
shall pay to Employee or Employee's estate or legal representative as the case
may be, the amount of compensation accrued pursuant to Section 3.01, SUPRA, as
of the date of termination plus a lump sum severance payment equal to twenty-
five (25) percent of the Base Salary in effect for the twelve (12) months
preceding such death or disability.

     4.03   OTHER TERMINATION.     In the event of the termination of Employee's
employment by Employer other that as provided in Section 4.01 or 4.02, SUPRA, or
in the event Employee terminates his employment with Employer within one hundred
eighty (180) days following a change in control of Employer, including the
termination for any reason of Ron Berger's employment by Rentrak Corporation,
Employer shall pay Employee the amount of compensation accrued pursuant to
Section 3.01, SUPRA, as of the date of termination plus severance payments
calculated as the lesser of the Base Salary (including benefits) which would
have been due to Employee during the immediately succeeding twelve months or the
unexpired term of the Agreement, payable in installments as if still employed;
subject however, to Employee

<PAGE>

demonstrating that he is using his best efforts to find employment. For the
purposes of this Agreement, "employment" shall be defined to include self-
employment and the offering of consulting services. In the event Employee does
not use, or cannot demonstrate that he is using, his best efforts to obtain
other employment or if Employee does use his best efforts to obtain other
employment and is successful in obtaining such employment, severance payments
shall be reduced by the amount of any remuneration received from such
employment. For the purposes of this Agreement, "remuneration" shall be defined
to include cash payments, the face value of any promissory notes issued to
Employee regardless of the terms of payment or whether payments are ever
received, stock or stock options valued as the day granted, or any other
compensation given in any form whatsoever.

     4.04   OTHER COMPENSATION AND BENEFITS. Except as set forth in this Section
4, no other compensation or benefits shall be due or payable to Employee upon
termination of his employment.

     SECTION 5.     PERSONAL NATURE

     This Agreement is personal, and is being entered into based upon the
singular skill, qualifications and experience of Employee. Employee shall not
assign this Agreement or any rights hereunder without the express written
consent of Employer which may be withheld with or without reason. Employee
hereby grants to Employer the right to use Employee's name, likeness and/or
biography in connection with the services performed by Employee hereunder and in
connection with the advertising or exploitation of any project with respect to
which Employee performs services hereunder.

     SECTION 6.     NOTICES

     Any and all notices or other communications required or permitted by this
Agreement or by law shall be deemed duly served and given when personally
delivered to the party to whom such notice or communication is directed or, in
lieu of such personal service, when deposited in the United States mail,
certified, return receipt requested, first class postage prepaid, addressed as
follows:

            EMPLOYER:         Rentrak Home Entertainment
                              7227 N.E. 55th Avenue
                              P.O. Box 18888
                              Portland, Oregon 97218
                              Attn: Ron Berger

            EMPLOYEE          Michael R. Lightbourne
                              745 N.W. Mawcrest Drive
                              P.O. Box 510
                              Gresham, Oregon 97030

     Each party may change its address for purposes of this Section by giving
written notice of such change in the manner provided for in this Section.

<PAGE>

     SECTION 7.     MISCELLANEOUS PROVISIONS.

     7.01   ATTORNEYS' FEES.  In the event that it should be become necessary
for any party to bring an action, including arbitration, either at law or in
equity, to enforce or interpret the terms of this Agreement, each party shall
pay its own legal fees in connection with such action.

     7.02   APPLICABLE LAW AND VENUE.   This Agreement is executed and intended
to be performed in the State of Oregon and the laws of such State shall govern
its interpretation and effect. If suit is instituted by any party hereto or by
any other party for any cause or matter arising from or in connection with the
respective rights or obligations of the parties hereunder, the sole jurisdiction
and venue for such action shall be the Circuit Court of the State of Oregon in
and for the County of Multnomah.

     7.03   INTEGRATION. Employee has simultaneously executed an Addendum
(attached hereto as Exhibit A, an Incentive Stock Option Agreement (attached
hereto as Exhibit B), a Nonstatutory Stock Option Agreement (attached hereto as
Exhibit C) and has previously executed an Employee Confidentiality and
Noncompetition Agreement (a copy of which is attached hereto as Exhibit D) which
remain in effect and are incorporated into the terms and conditions of
employment under this Agreement. Except as set forth in the preceding sentence,
this Agreement constitutes the entire agreement of the parties with respect to
the subject matter of this Agreement and supersedes all prior agreements,
negotiations, or understandings, whether oral or written, between the parties
with respect thereto.

     7.04   HEIRS and ASSIGNS.     Subject to any restriction on assignment
contained herein, this Agreement shall be binding upon and shall inure to the
benefit of the respective party's heirs, successors and assigns.

     7.05   SEVERABILITY.     Any provision of this Agreement which is, by
competent judicial authority, declared illegal, invalid or unenforceable in any
jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
such illegality, invalidity or unenforceability without invalidating the
remaining provisions hereof or affecting the legality, validity or
enforceability or such provision in any other jurisdiction. The parties hereto
agree to negotiate in good faith to replace any illegal, invalid or
unenforceable provision that, to the extent possible, will preserve the
economic bargain of this Agreement, or otherwise to amend this Agreement,
including the provision relating to choice of law, to achieve such result.

     7.06   COUNTERPARTS.     This Agreement may be executed in counterparts,
each of which shall be deemed an original, and the counterparts shall together
constitute one and the same agreement, notwithstanding that all of the parties
are not signatory to the original or the same counterpart.

     7.07   CAPTIONS.    The headings and captions herein are inserted solely
for the purpose of convenience of reference and

<PAGE>

are not intended to govern, limit, or aid in the construction of any term or
provision hereof.

     7.08   EXECUTION.   Each of the parties hereto shall execute, acknowledge
and deliver any instrument necessary to carry out the provisions of this
Agreement.

     7.09   CONSTRUCTION.     This Agreement has been prepared by legal counsel
for Employer. Employee has been advised and by his execution hereof
acknowledges, that he has the right to and should have this Agreement reviewed
by his own separate legal counsel. This Agreement has been negotiated at arms'
length with the benefit of or opportunity to seek legal counsel and,
accordingly, shall not be construed against any of the parties.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement on September
14, 1995.

EMPLOYER:                          EMPLOYEE:
RENTRAK CORPORATION,               I acknowledge that I have read
an Oregon Corporation              and agree to the foregoing
                                   Agreement including, without
                                   limitation, the provision
By /s/ Ron Berger                  allowing termination of my
   -----------------------         employment "at will" by
   Ron Berger, President           Employer in Section 2.01,
                                   SUPRA.

                                   Michael R. Lightbourne

                                   /s/ Michael R. Lightbourne
                                   --------------------------------