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Sample Business Contracts

Employment Agreement - Rentrak Corp. and Amir Yazdani

Employment Forms

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  • 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.
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                              EMPLOYMENT AGREEMENT


     This EMPLOYMENT  AGREEMENT is entered into effective as of July 1, 2001, by
and between RENTRAK  CORPORATION,  an Oregon corporation  ("Company"),  and AMIR
YAZDANI ("Executive").

                                    RECITALS

     Company and Executive desire to enter into an Employment  Agreement setting
forth the terms and conditions of Executive's employment with Company.

                                    AGREEMENT

     In  consideration  of the mutual covenants and agreements set forth in this
Agreement,  Company and  Executive  agree as follows:

     1. Employment

     1.1 Term.  Company agrees to employ Executive to serve as Chief Information
Officer and to serve in such  additional  or different  position or positions as
Company may determine in its sole discretion. The term of employment will be for
a period (the  "Employment  Period")  commencing on the  effective  date of this
Agreement and expiring June 30, 2006, unless earlier  terminated as set forth in
this Agreement.  However,  the Employment Period will  automatically be extended
for an additional 12  calendar-month  period unless,  on or before  December 31,
2004,  or  December 31 of any year of the  extended  Employment  Period,  either
Company or Executive gives written notice that the Employment Period will not be
extended.  This Agreement entirely  supersedes  Executive's  previous employment
agreement  (the "Prior  Agreement")  with  Company's  subsidiary  3PF.com  dated
effective January 1, 2000.

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<PAGE>


     1.2 Duties and  Responsibilities.  Executive will be reporting  directly to
Company's  President.  Within  the  limitations  established  by the  Bylaws  of
Company, the Executive will have each and all of the duties and responsibilities
of the position of Chief Information  Officer and such other or different duties
on behalf of Company as may be assigned from time to time by Company's President
or Chief  Executive  Officer  ("CEO") or the Board of  Directors of Company (the
"Board").

     1.3  Location.  The  principal  location at which  Executive  will  perform
services for Company will be Portland,  Oregon. Executive will do such traveling
as may be required from time to time 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 Company,  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 Company's business.

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

     2. Compensation

     2.1 Base Salary.  Executive  will be paid a base salary ("Base  Salary") at
the annual  rate of  $206,636.  The annual  Base  Salary will be reviewed by the
President or CEO on or before April 1 of each year (commencing in 2002),  unless
Executive's  employment has been terminated

                                       2
<PAGE>

earlier  pursuant to this Agreement,  to determine if such Base Salary should be
increased for the following year in recognition of services to Company.

     2.2  Payment.  Payment of all  compensation  to  Executive  will be made in
accordance  with the  relevant  Company  policies  in effect  from time to time,
including  normal  payroll  practices,  and will be  subject  to all  applicable
employment and withholding taxes.

     2.3 Bonuses.

     2.3.1 Initial Bonus.  In lieu of any bonus otherwise due to Executive under
the terms of the Prior Agreement, Company has paid Executive a bonus of $25,000.

     2.3.2 Annual Bonus.  Executive  will  participate,  together with Company's
other senior  executives,  in Company's  discretionary  annual bonus program and
will be  eligible  to receive an annual  bonus in such  amounts,  if any, as are
determined by the Board in its discretion.

     2.3.3 Other Discretionary Bonuses.  Company will, from time to time, in its
sole discretion,  consider giving additional  discretionary bonuses to Executive
for such reasons as successful  completion of significant projects undertaken by
Executive,  successful sales or licenses of software developed by Executive such
as the 3PF Essentials package, or other reasons as determined by Company.

     3. Other Employment Benefits

     3.1 Business  Expenses.  Upon submission of itemized expense  statements in
the manner specified by Company, Executive will be entitled to reimbursement for
reasonable  travel and other  reasonable  business  expenses  duly  incurred  by
Executive in the performance of his duties under this Agreement.

     3.2 Benefit  Plans.  Executive will be entitled to participate in Company's
medical and dental plans, life and disability insurance plans, retirement plans,
and other benefit plans offered


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<PAGE>

by  Company  to  its  senior  executives  during  the  term  of  this  Agreement
(collectively  the  "Benefit  Plans")  pursuant  to  the  respective  terms  and
conditions  of such  Benefit  Plans.  Nothing in this  Agreement  will  preclude
Company or any  affiliate  of Company from  terminating  or amending any Benefit
Plan or benefit program from time to time.

     3.3 Personal Time Off.  Executive will receive an annual grant of 208 hours
of credit (or such higher  number of hours as are  credited to  Company's  other
senior executives) under Company's Personal Time Off (PTO) program.

     3.4 Stock  Options.  Company  agrees  to grant  Executive  an  option  (the
"Option") to purchase  120,000 shares of Company's  common stock pursuant to the
terms of Company's 1997 Equity  Participation Plan (the "Plan"). The Option will
be evidenced by a stock option agreement (the "Option Agreement") subject to the
following terms and  conditions:

          (a) The  option  purchase  price  will be the fair  market  value  (as
     defined in the Plan) of a share of  Company's  common stock on the date the
     option is granted (the "Grant Date");

          (b) The Option will become  exercisable as to 40,000 shares on each of
     the first three anniversaries of the Grant Date;

          (c) The Option  will not  continue  to vest after  Executive's  death,
     disability, or termination of employment with Company for any reason;

          (d) The Option will be an incentive  stock option  (within the meaning
     of Internal Revenue Code ("IRC") ss. 422) to the extent possible within the
     $100,000 limitation of IRC ss. 422(d)(1),  and will be a nonqualified stock
     option as to the balance of the Option;

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<PAGE>


          (e) The Option will become fully and immediately  exercisable upon (1)
     a change in control  of Company  (as that term is defined in the Plan or in
     Executive's  Option  Agreement),  (2) any sale of a substantial  portion of
     Company's business operations, (3) a sale by Company of its Video-On-Demand
     business, or (4) a termination of Executive's employment by Company without
     Cause (as that term is defined in Section 4.3.2); and

          (f) The Option will be subject to such other terms and  conditions  as
     determined  by the  Committee (as defined in the Plan) and set forth in the
     Option Agreement.

     3.5 No Other  Benefits.  Executive  understands and  acknowledges  that the
compensation  specified in Sections 2, 3, 4, and 5 of this  Agreement will be in
lieu of any and all other compensation, benefits and plans.

     4. Termination of Employment Prior to a Change in Control

     4.1 Death.  Upon the death of the Executive  during the Employment  Period,
this Agreement will automatically  terminate and all rights of the Executive and
his heirs, executors and administrators to compensation and other benefits under
this  Agreement will cease,  except that the  Executive's  heirs,  executors and
administrators, as the case may be, will be entitled to:

          (a) Accrued Base Salary through the Executive's date of death;

          (b) Other  benefits  under  Benefit  Plans to which the  Executive was
     entitled on the  Executive's  date of death in accordance with the terms of
     such Benefit Plans; and

          (c) The accrued but unpaid annual  bonus,  if any, for any fiscal year
     of Company ended prior to the date of death.

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<PAGE>


     4.2  Disability.  Company  may, at its option,  terminate  the  Executive's
employment  under this  Agreement  upon written  notice to the  Executive if the
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. Upon such termination during the Employment
Period,  all obligations of the Company under this Agreement will cease,  except
that the Executive will be entitled to:

          (a)  Accrued  Base  Salary   through  the  date  of  the   Executive's
     termination of employment;

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

          (c) The accrued but unpaid annual  bonus,  if any, for any fiscal year
     ended  prior to the date of such  termination.  In the event of any dispute
     regarding the existence of the  Executive's  incapacity or disability,  the
     matter will be resolved by the determination of an independent physician to
     be selected by the Board.  The  Executive  agrees to submit to  appropriate
     medical examinations for purposes of such determination.

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<PAGE>

     4.3 Cause.

          4.3.1 Termination for Cause. The Company may, at its option, terminate
the Executive's employment under this Agreement for Cause (as defined in Section
4.3.2). Any such termination for Cause must be authorized by the Board. At least
60 days prior to such Board  authorization,  the Executive must be given written
notice by the Board of the claimed bases for the  termination  of his employment
for Cause and must be given the  opportunity  to appear  before the Board,  with
legal representation, to present arguments and evidence on his own behalf.

          4.3.2 Definition.  As used in this Agreement,  the term "Cause" means:

          (a) Commission of an act of fraud, embezzlement, or theft constituting
     a felony; or

          (b) Willful  commission  of an act (or failure to take an action) that
     is  intentionally  against the interest of Company and that causes  Company
     material  injury.  For purposes of this  Agreement,  Executive  will not be
     deemed to be  terminated  for Cause  unless and until  Company  delivers to
     Executive a copy of a formal  resolution  duly  adopted by the  affirmative
     vote of not less than two-thirds of the entire membership of the Board at a
     meeting of the Board  called and held for this  purpose  (after  reasonable
     notice to Executive and an  opportunity  for  Executive,  together with his
     legal counsel,  to attend and be heard before the Board) expressly  finding
     that in the good faith opinion of the Board Executive was guilty of conduct
     constituting  Cause as defined in this Section and specifying in detail the
     particulars of such conduct.

          4.3.3  Effect  on Other  Remedies.  The  exercise  of the right of the
Company to terminate  this  Agreement  pursuant to this  Section  4.3.3 will not
abrogate the rights or remedies of the Company in respect of the actions  giving
rise to such termination.

          4.3.4 Effect of Termination for Cause.  If the Company  terminates the
Executive's  employment  for Cause,  all  obligations  of the Company under this
Agreement will cease, except that the Executive will be entitled to the payments
and benefits specified in Sections 4.2(a) and 4.2(b).

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<PAGE>


          4.4  Termination  Without Cause.  If during the Employment  Period and
prior to a Change  in  Control  or more  than two  years  following  a Change in
Control,  the Board  terminates  the  employment of the Executive for any reason
other than a reason set forth in Sections 4.1, 4.2, or 4.3, all  obligations  of
the Company under this Agreement  will cease,  except that the Executive will be
entitled  to:

          (a) The payments and benefits specified in Sections 4.2(a) and 4.2(b);
     and

          (b) The accrued but unpaid annual  bonus,  if any, for any fiscal year
     ended prior to the date of such termination; and, in addition

          (c)  Severance   payments  (the  "Severance   Payments")  equal  to  a
     continuation  of  Executive's  Base  Salary,  payable  in  accordance  with
     Company's  regular  payroll  practices,   through  the  later  of  (1)  the
     expiration of one year following the date of  termination,  or (2) June 30,
     2004;  provided,  however,  that  Executive's  right to  receive  Severance
     Payments is expressly  conditioned on execution by Executive of a valid and
     comprehensive  release  (in a form  satisfactory  to Company  and its legal
     counsel) of any and all claims that  Executive may have against  Company or
     any of its subsidiaries or affiliates.

     4.5 Good Reason.

          4.5.1  Termination  for Good Reason.  The  Executive may terminate his
employment  with the Company prior to the end of the Employment  Period for Good
Reason (as defined in Section  4.5.2) upon 60 days prior  written  notice to the
Company  (or such  shorter  period as may be  permitted  by the  Board).  If the
Executive  terminates his employment under this Agreement for Good Reason during
the  Employment  Period  and prior to a Change in

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<PAGE>

Control or more than two years following a Change in Control, all obligations of
the Company under this Agreement  will cease,  except that the Executive will be
entitled  to:

          (a) The payments and benefits specified in Sections 4.2(a) and 4.2(b);

          (b) The accrued but unpaid annual  bonus,  if any, for any fiscal year
     ended prior to the date of such termination; and

          (c) The Severance Payments described in Section 4.4(c), subject to the
     release condition set forth in that Section.

          4.5.2  Definition.  As used in this Agreement,  the term "Good Reason"
means the occurrence,  without the Executive's  written  consent,  of any one or
more of the  following,  to the extent not cured within a  reasonable  period of
time (not to exceed 30 days) after written  notice  specifying the basis for the
Executive's  termination of employment pursuant to this Section 5(e) is given to
Company by the Executive:

          (a) Any reduction in the Base Salary of the Executive;


          (b) Any reduction in the benefits,  taken as a whole,  provided to the
     Executive pursuant to the Benefit Plans;

          (c) Any  reduction  in the  Severance  Payments  or in the events upon
     which such payments are to be made to Executive under this Agreement;

          (d) Any reduction or elimination  of Executive's  right to participate
     in Company's annual bonus program or the 1997 Equity Participation Plan (or
     any successor or similar annual bonus program or  stock-based  compensation
     plan);

          (e) Any  diminution  in the title or  position or  reporting  level of
     Executive;

          (f) Any significant  diminution in the  responsibilities of Executive,
     as set forth in this Agreement; or

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<PAGE>


          (g) Any relocation of the principal  office of Executive to a location
     outside of the greater Portland metropolitan area.

     4.6  Voluntary  Termination  Other  Than For  Good  Reason.  Executive  may
voluntarily  terminate  his  employment  with  Company  prior  to the end of the
Employment  Period for any reason  other than a reason set forth in Section  4.5
upon 60 days prior written  notice to the Company (or such shorter period as may
be permitted by the Board). If Executive  voluntarily  terminates his employment
pursuant  to this  Section  4.6,  all  obligations  of the  Company  under  this
Agreement will cease, except that the Executive will be entitled to the payments
and benefits specified in Sections 4.2(a) and 4.2(b).

     4.7 Cooperation. After notice of termination, Executive will cooperate with
Company,  as  reasonably  requested  by  Company,  to  effect  a  transition  of
Executive's  responsibilities and to ensure that Company is aware of all matters
being handled by Executive.

     5. Effect Of Change In Control

     5.1  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  unless the events leading to
such condition have been approved by two-thirds of the directors of Company then
in office:

          (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 Company,  is or becomes a beneficial owner (within
     the meaning of Rule 13d-3 promulgated under the Exchange Act),  directly or
     indirectly, of securities of Company representing


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<PAGE>

25 percent or more of the combined  voting power of Company's  then  outstanding
securities;

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

          (c) The  shareholders of Company approve a merger or  consolidation of
     Company with any other  corporation,  other than a merger or  consolidation
     which  would  result  in  the  voting  securities  of  Company  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 75 percent of the combined  voting power of the
     voting  securities  of  Company  or of such  surviving  entity  outstanding
     immediately  after such merger or  consolidation,  or the  shareholders  of
     Company  approve a plan of complete  liquidation of Company or an agreement
     for the sale or disposition by Company of all or  substantially  all of its
     assets.

     "Excise  Tax"  means a tax  imposed  by IRCss.  4999(a),  or any  successor
provision,  with respect to "excess  parachute  payments" as described in IRCss.
280G(b).

     "Other Agreement" means a plan, arrangement, or agreement pursuant to which
an Other Payment is made.

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


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<PAGE>

any other  payments  or  benefits  pursuant  to any other  plan,  agreement,  or
arrangement  with  Company,  a person  whose  actions  result  in the  Change in
Control, or any person affiliated with Company or such person.

     5.2  Compensation  Upon Termination  Following a Change in Control.  In the
event of  Company's  termination  of Executive  without  Cause,  or  Executive's
termination of employment  with Company for Good Reason,  at any time within two
years  following a Change in Control during the  Employment  Period (as extended
pursuant to Section 1.1),  Executive will be entitled to the payments  described
in Section 4.4. The payments and benefits payable to Executive  pursuant to this
Section 5.2 in connection with a Change in Control of Company are referred to as
the "Change in Control Payments."

     5.3 Reduction in Change in Control  Payments to Avoid Excess  Parachute Tax
Payments.

          5.3.1  Reduction.  In the event that any portion of the Total Payments
payable to Executive  in  connection  with a Change in Control of Company  would
constitute an "excess  parachute  payment" within the meaning of IRC ss. 280G(b)
that is subject to an Excise  Tax,  the  Change in  Control  Payments  otherwise
payable under this  Agreement  will be reduced to the extent  necessary to avoid
such  excise  tax if,  and only if,  such  reduction  would  result  in a larger
after-tax  benefit to  Executive,  taking into account all  applicable  federal,
state,  and local  income and excise  taxes,  until either (i) no portion of the
Total  Payments  are  subject  to such  Excise Tax or (ii) the Change in Control
Payments are reduced to zero.

          5.3.2 Application.  For purposes of this limitation:


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<PAGE>

          (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 Company and reasonably acceptable
     to Executive  ("Tax  Counsel"),  does not constitute a "parachute  payment"
     within the meaning of IRC ss. 280G;

          (c) If Executive and Company 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 extent,  Change in Control Payments are to be reduced pursuant to this
     Section 5.3; 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 5.3,  will be determined by Company's  independent  accountants  in
     accordance with the principles of IRC ss. 280(G)(d)(3) and (4).


          5.3.3  Effect  on  Other  Agreements.  In the  event  that  any  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 this Section 5.3 will be given effect before any reduction
in

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<PAGE>

the Other  Payment  pursuant  to the Other  Agreement.  To the extent  possible,
Company and Executive agree that reductions in benefits under any plan, program,
or  arrangement  of Company  will be reduced  (only to the extent  described  in
Section  5.3.1) in the  following  order of  priority:

          (a) Change in Control Payments under this Agreement;

          (b) Benefit Plan benefit continuation; and

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

     6. Confidential Information

     6.1 Definition.  "Confidential  Information"  is all nonpublic  information
relating  to  Company or its  business  that is  disclosed  to  Executive,  that
Executive  produces,  or that Executive  otherwise  obtains  during  employment.
Confidential  Information also includes  information received from third parties
that  Company  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.

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<PAGE>


     6.2 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  Company,  and  that  its  disclosure  or
unauthorized use will cause Company substantial harm.

     6.3 Ownership.  Executive  acknowledges  that all Confidential  Information
will continue to be the  exclusive  property of Company (or the third party that
disclosed  it to  Company),  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 Company.

     6.4 Nondisclosure and Nonuse. Unless authorized or instructed in advance in
writing  by  Company,  or  required  by law (as  determined  by  licensed  legal
counsel),  Executive  will not,  except as required  in the course of  Company'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.

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

     6.6  Duration.  The  obligations  set forth in this Section 5 will continue
beyond  the  term of  employment  of  Executive  by  Company  and for so long as
Executive possesses Confidential Information.

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<PAGE>


     7. Noncompetition

     7.1 Covenant.  During the term of Executive's employment with Company under
this Agreement,  and for six months after termination of such employment for any
reason,  Executive  Agrees that he will not,  without  Company's  prior  written
consent,  own or have any interest directly in, or act as an officer,  director,
agent,  employee,  or consultant  of, or assist in any way or any capacity,  any
person, firm, association,  partnership, limited liability company, corporation,
or other entity (a "Competitive  Entity") that is engaged in the business of the
following:

          (a) The fulfillment, warehouse, or distributing business;

          (b) The  wholesale  distribution  of home video  cassettes  or related
     media (including without limitation DVDs); or

          (c) Any business  directly  competitive  with the core  business  then
     engaged in by  Company  within  fifty  miles of any  geographic  area where
     Company has engaged or planned to engage in any such business activities.

The  restrictions  of this Section 7.1  prohibiting  ownership in a  Competitive
Entity will not apply to  Executive's  ownership  of less than 10 percent of the
publicly traded securities of any Competitive Entity.

Because  Company  conducts  business  in a number of  jurisdictions  with a wide
geographic scope, Company and Executive agree that the foregoing covenant not to
compete will apply anywhere in the United States or in any other geographic area
in which Company conducts its business,  plans to conduct its business, or sells
or  distributes  its  products or  services.  For  purposes of this Section 7.1,
making a sale or delivering a product or services constitutes doing business.

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<PAGE>


     7.2  Continuation  of  Prior  Agreement.  Executive  acknowledges  that the
covenant  not to  compete  set  forth in this  Section 7 is a  continuation  (on
substantially  identical  terms) of the  covenant  not to  compete  included  in
Executive's  Prior  Agreement  that  was  entered  into at the  commencement  of
Executive's employment with 3PF.com, a subsidiary of Company.


     7.3  Severability;  Reform of Covenant.  If, in any arbitration or judicial
proceeding,  an  arbitrator  or court  refuses to enforce  the  covenant  not to
compete  set  forth  in this  Section  7  because  it  covers  too  extensive  a
geographical  area or is too long in its duration,  the parties  intend that the
covenant be reformed and enforced to the maximum extent allowed under applicable
law.

     8. Exclusive Employment

     During  employment with Company,  Executive will not do anything to compete
with Company's  present or contemplated  business,  nor will he plan or organize
any competitive  business activity.  Executive will not enter into any agreement
which  conflicts with his duties or  obligations to Company.  Executive will not
during  his  employment  or within  one year  after it ends,  without  Company's
express  written  consent,  directly or  indirectly,  solicit or  encourage  any
employee, agent, independent contractor,  supplier, customer,  consultant or any
other person or company to terminate or alter a relationship with Company.

     9. Assignment and Transfer

     Executive's   rights  and   obligations   under  this   Agreement  are  not
transferable by assignment or otherwise, and any purported assignment,  transfer
or delegation of such rights or  obligations  will be void.  This Agreement will
inure to the benefit of, and be binding upon and  enforceable  by, any purchaser
of substantially all of Company's assets, any corporate  successor to Company or
any assignee from Company, such purchaser, or such successor.

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<PAGE>


     10. No Inconsistent Obligations Executive is aware of no obligations, legal
or  otherwise,  inconsistent  with  the  terms  of this  Agreement  or with  his
undertaking employment with Company.  Executive will not disclose to Company, or
use, or induce Company to use, any  proprietary  information or trade secrets of
others.  Executive  represents  and  warrants  that he or she has  returned  all
property and confidential information belonging to all prior employers.

     11. Miscellaneous

     11.1  Governing  Law. This  Agreement  will be governed by and construed in
accordance  with the laws of the State of Oregon  without  regard to conflict of
law principles.

     11.2 Entire  Agreement.  This Agreement  contains the entire  agreement and
understanding  between the parties and supersedes  any prior or  contemporaneous
written  or  oral  agreements,   representations  and  warranties  between  them
respecting the subject matter of this Agreement.

     11.3  Amendment.  This Agreement may be amended only by a writing signed by
Executive and by a duly authorized representative of Company.

     11.4 Severability.  If any term,  provision,  covenant or condition of this
Agreement,  or the  application  of  any  such  term,  provision,  covenant,  or
condition  to  any  person,  place  or  circumstance,  is  held  to be  invalid,
unenforceable or void, the remainder of this Agreement and such term, provision,
covenant or condition as applied to other persons, places and circumstances will
remain in full force and effect.

     11.5 Construction. The headings and captions of this Agreement are provided
for  convenience  only and are  intended  to have no  effect  in  construing  or
interpreting this Agreement.

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<PAGE>

The  language  in all parts of this  Agreement  will be in all  cases  construed
according  to its fair  meaning  and not  strictly  for or  against  Company  or
Executive.

     11.6 Rights Cumulative.  The rights and remedies provided by this Agreement
are  cumulative,  and the exercise of any right or remedy by either party (or by
his  or its  successor),  whether  pursuant  to  this  Agreement,  to any  other
agreement,  or to law,  will not  preclude or waive its right to exercise any or
all other rights and remedies.

     11.7  Nonwaiver.  No failure or neglect of either  party in any instance to
exercise any right,  power or privilege  under this  Agreement or under law will
constitute a waiver of any other right, power or privilege or of the same right,
power or  privilege in any other  instance.  All waivers by either party must be
contained in a written  instrument signed by the party to be charged and, in the
case of Company, by an officer of Company (other than Executive) or other person
duly authorized by Company.

     11.8 Equitable Remedies for Breach. The parties agree that, in the event of
breach or  threatened  breach  of any  covenants  of  Executive,  the  damage or
imminent  damage to the value and the  goodwill of  Company's  business  will be
inestimable,  and  that  therefore  any  remedy  at law or in  damages  will  be
inadequate.  Accordingly,  the parties  agree that  Company  will be entitled to
injunctive  relief  against  Executive in the event of any breach or  threatened
breach of any of such  provisions by Executive,  in addition to any other relief
(including damages) available to Company under this Agreement or under law.

     11.9  Notices.  Any  notice,  request,  consent  or  approval  required  or
permitted to be given under this Agreement or pursuant to law will be sufficient
if in  writing,  and if and when sent by  certified  or  registered  mail,  with
postage prepaid, to Executive's residence (as noted in Company's records), or to
Company's principal office, as the case may be.

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<PAGE>


     11.10   Assistance  in  Litigation.   Executive  will,   during  and  after
termination of employment,  upon reasonable notice, furnish such information and
proper  assistance  to  Company  as may  reasonably  be  required  by Company in
connection  with  any  litigation  in  which  it or any of its  subsidiaries  or
affiliates is, or may become a party;  provided,  however,  that such assistance
following  termination  will be  furnished at mutually  agreeable  times and for
mutually agreeable compensation.

     11.11 Arbitration.  Any dispute or claim that arises out of or that relates
to this  Agreement or to the  interpretation,  breach,  or  enforcement  of this
Agreement, must be resolved by mandatory arbitration in accordance with the then
effective  arbitration rules of Arbitration  Service of Portland,  Inc., and any
judgment upon the award rendered  pursuant to such arbitration may be entered in
any court having jurisdiction thereof.

     11.12  Attorneys'  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),  Executive  (if he is the  prevailing  party) will be
entitled to recover, in addition to other costs,  reasonable  attorneys' fees in
connection  with  such  suit,  action,  arbitration,  and  in  any  appeal.  The
determination  of who is the  prevailing  party  and the  amount  of  reasonable
attorneys'  fees to be paid  to the  prevailing  party  will be  decided  by the
arbitrator or arbitrators (with respect to attorneys' 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 attorneys' fees incurred in such
confirmation  proceedings).  Notwithstanding  the provisions of ORS 20.096 , the
parties  intend that in the event

                                       20
<PAGE>

Company  is the  prevailing  party in any such suit or  action  or  arbitration,
Company will not be entitled to recover its attorneys' fees from Executive.

     The parties  have duly  executed  this  Agreement  as of the date set forth
below.

RENTRAK CORPORATION                       EXECUTIVE:


By  /s/ F. Kim Cox                        /s/ Amir Yazdani
  ----------------------------------      ------------------------------------
Name:   F. Kim Cox                            Amir Yazdani
      ------------------------------
Title:  President
       -----------------------------


Date: August         , 2001
     -----------

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