Employment Agreement [Addendum] - Rentrak Inc. and Chris Roberts
ADDENDUM TO EMPLOYMENT AGREEMENT
THIS CHANGE IN CONTROL ADDENDUM TO EMPLOYMENT AGREEMENT
("Addendum"), dated June 8th, 2000, is made by and between
Rentrak, Inc., an Oregon corporation (the "Company"), and Chris
Roberts (the "Employee").
WHEREAS, the Company considers it essential to the best interests
of the Company to foster the continued employment of its
management personnel; and
WHEREAS, the Company recognizes that, as is the case with many
publicly-held corporations, the possibility of a Change of
Control (as defined below) exists and that such possibility, and
the uncertainty and questions which it may raise among
management, may result in the departure or distraction of
management personnel to the detriment of the Company; and
WHEREAS, the Company has determined that appropriate steps should
be taken to reinforce and encourage the continued attention and
dedication of members of the Company's management, including the
Employee, to their assigned duties without distraction in the
face of potentially disturbing circumstances arising from the
possibility of a Change of Control;
WHEREAS, the Company and Employee executed an Employment
Agreement ("Employment Agreement") on October 27, 1997;
NOW, THEREFORE, in consideration of the promises and the mutual
covenants contained herein, the Company and the Employee hereby
amend their Employment Agreement as follows:
1. Terms. If Employee voluntarily terminates his
employment without "Good Reason" (as defined by Employee's
Employment Agreement) within two (2) months following a Change of
Control, Employee shall be eligible to receive the following
payment in proportion to Executive's years' of service to the
Company. Specifically, Employee shall be paid one week of
Employee's base salary for each full year that the Employee has
been employed with the Company. In no case, however, shall this
payment amount to less than two (2) months' of Employee's base
salary. This payment shall be subject to all normal withholdings
and deductions. Employee acknowledges that voluntary termination
by the Employee without Good Reason at any time following a
Change of Control, shall not constitute "Good Reason" as defined
by Section 2.05 of his Employment Agreement. Employee further
acknowledges that such termination shall not entitle him to any
rights or benefits provided by Section 4.03 of his Employment
Agreement.
2. Change of Control. For purposes of this Addendum, a "Change
of Control" shall be defined pursuant to Employee's Employment
Agreement.
3. Confidentiality, Proprietary, Trade Secret and Non-
Competition. Employee acknowledges that this Change of Control
Addendum is only a modification of the Change of Control
provision of his existing Employment Agreement already in effect
and that it in no way alters Employee's obligations under any
Agreements, including, but not limited to, the Employee
Confidentiality and Noncompetition Agreement which remains in
full force and effect.
IN WITNESS WHEREOF, the Company has caused this Addendum to
be executed on its behalf by its duly authorized officers, and
Employee has set his hand, as of the date first written above.
CHRIS ROBERTS RENTRAK, INC.
By:
Date: Title:
Date: