EXHIBIT
10.1


EMPLOYMENT AGREEMENT


This Employment Agreement is entered into effective as
of January 1, 2007, by and between RONALD GIAMBRA
(“Executive”) and RENTRAK CORPORATION,  an Oregon corporation (the “Corporation”).


1.                                      SERVICES


1.1                                 Employment
Position.  Corporation agrees to
employ Executive as Senior Vice President of Corporation’s Theatrical
Operations division, and Executive accepts such employment, under the terms and
conditions of this Agreement.  Executive
also agrees to serve, if elected, without separate compensation, as an officer
and/or director of any subsidiary or affiliate of Corporation.  Corporation represents to Executive that it
currently has and will maintain directors and officers liability insurance.


1.2                                 Term.


1.2.1                        General.  The term of this Agreement (the “Term”) will
commence on January 1, 2007, and, subject to the other provisions of this
Section 1.2, will expire December 31, 2007.


1.2.2                        Renewal
Term or Terms.  The term of this
Agreement will automatically extend into one or more “Renewal Terms” of an
additional one-year period that will expire on December 31, 2008 (or December
31 of any such subsequent Renewal Term), unless Corporation, not later than
October 31, 2007 (or October 31 of any subsequent Renewal Term),
gives written notice (a “Notice of Non-Renewal”) to Executive that the Term
will not extend into a Renewal Term. 
Corporation may give a Notice of Non-Renewal for any reason or for no
reason.  Failure to extend the Term into a
Renewal Term will not constitute a termination of Executive’s employment
effective as of the end of the Term or any applicable Renewal Term for purposes
of this Agreement.  References to the “Term”
of this Agreement include the initial Term and, if the Agreement extends into
one or more Renewal Terms pursuant to this Section, the Renewal Term or Terms.


1.2.3                        Extension
of Term Upon Change in Control. 
Notwithstanding the foregoing, in the event of a Change in Control of
Corporation, as defined in Section 7.1 of this Agreement, during the Term
(or any Renewal Term) of this Agreement, the Term will automatically be
extended to December 31 of the second calendar year following the calendar
year in which the Change in Control occurs.


1.2.4                        At-Will
Employment.  The parties acknowledge
that Executive is and will be an at-will employee of Corporation and nothing in
this Agreement will limit the right of Corporation or Executive to terminate
this Agreement at any time for any reason or for no reason, subject to the
provisions of this Agreement describing the compensation payable, if any, in
connection with such a termination of employment.


1.2.5                        Compensation
Upon Termination Following Term Of Agreement.  Notwithstanding termination of this
Agreement, the provisions of Section 6 will continue to apply.


1.3                                 Duties.  During the Term, Executive will serve as
Senior Vice President of Corporation’s Theatrical Operations division (the “Theatrical
Division”).  Executive will report
directly to and be subject to the direction of Corporation’s Chief Executive
Officer.  Executive will manage all
aspects of the Theatrical Division’s day-to-day operations.  Executive will also be accountable for the
Theatrical Division’s annual operating budget and profitability, as well as
such other or different duties on behalf of Corporation as may be assigned from
time to time by Corporation’s 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



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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.


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
$247,200 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.  Executive’s annual base salary
will be increased to $275,000 effective June 1, 2007, and will be reviewed by
Corporation’s Chief Executive Officer and Compensation Committee (the “Committee”)
on or before April 1 of each year during the Term (commencing in 2008),
unless Executive’s employment has been terminated earlier pursuant to this
Agreement, to determine if such annual base salary should be increased (but not
decreased) for the following fiscal year in recognition of services to
Corporation.


2.2                                 Theatrical
Division Performance Improvement Incentive Plan.


2.2.1                        Definitions.  For purposes of this Section 2.2, the
following terms have this meanings set forth below:


“Bonus Income”
means, for any Fiscal Year, the excess of the Net Income for the Theatrical
Division for the Fiscal Year over the Threshold Income for the Fiscal Year.


“Fiscal 2007”
means the fiscal year that began April 1, 2006, and ends March 31, 2007.


“Fiscal 2008”
means the fiscal year beginning April 1, 2007, and ending March 31, 2008.


“Net Income”
means, for each Fiscal Year, the net income before income taxes for the
Theatrical Division as determined for financial accounting purposes in
accordance with Corporation’s standard accounting policies and principles,
consistently applied.


“Parameters”
mean, for each Fiscal Year, the Theatrical Division’s “Report Card” parameters
and the “Personal Expectation” performance parameters established by
Corporation’s Chief Executive Officer, with the approval of the Compensation
Committee for Executive for a Fiscal Year. 
Executive’s Theatrical Division Report Card parameters and Personal
Expectation performance parameters for Fiscal 2007 were previously designated by
Corporation’s Chief Executive Officer, with the approval of the Compensation
Committee, and communicated to Executive. 
For Fiscal 2008 and any subsequent Fiscal Year beginning in a Renewal
Term, Corporation’s Chief Executive Officer, with the approval of the
Compensation Committee, will designate Executive’s Theatrical Division Report
Card parameters and Personal Expectation performance parameters no later than
May 31, 2007 (or May 31 of that Fiscal Year).


“Parameter Achievement Factors”
mean, for each Fiscal Year, the factors, expressed as percentages, determined
by Corporation’s Chief Executive Officer, with the approval of the Compensation
Committee, after the end of the Fiscal Year to reflect the extent to which the
Theatrical Division Report Card Parameters and Executive’s Personal Expectation
Parameters for the Fiscal Year have been accomplished.


“Participation Percentage”
means, for a Fiscal Year, a percentage specified by Corporation’s CEO, with the
approval of the Compensation Committee, to determine Executive’s



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Theatrical Division
Performance Improvement Incentive Plan bonus. 
For Fiscal 2007, Executive’s Participation Percentage is        %.  For Fiscal 2008 and any subsequent Fiscal
Year beginning in a Renewal Term, Corporation’s CEO, with the approval of the
Compensation Committee will specify Executive’s Participation Percentage no
later than May 31, 2007 (or May 31 of that Fiscal Year).


“Performance Achievement Factor”
means a factor, expressed as a percentage, rounded to the nearest whole percent,
based on the arithmetic average of the Parameter Achievement Factors for a
Fiscal Year; provided however that (a) if the average of the Parameter
Achievement Factors is less than 75%, the Performance Achievement Factor will
be zero, and (b) the Performance Achievement Factor may not exceed 100% unless
expressly approved by Corporation’s Chief Executive Officer, with the approval
of the Compensation Committee.


“Threshold Income”
means the level of Net Income for the Theatrical Division for a Fiscal Year as
designated by Corporation’s Chief Executive Officer, with the approval of the
Compensation Committee.  For Fiscal 2007,
the Threshold Income is the amount approved by the Compensation Committee
concurrently with approval of this Agreement. 
For Fiscal 2008 and any subsequent Fiscal Year beginning in a Renewal
Term, the Compensation Committee will designate the Threshold Income no later
than May 31, 2007 (or May 31 of that Fiscal Year).


2.2.2                        Determination
of Parameter Achievement Factors.  As
soon as practicable after March 31, 2007 (or March 31 of any Fiscal Year
beginning in a Renewal Term), Corporation’s CEO, with the approval of the
Compensation Committee will evaluate the extent to which the Theatrical
Division and Executive have met the Report Card and Personal Expectation
parameters and determine the Parameter Achievement Factors for Fiscal 2007 (or
such Fiscal Year).


2.2.3                        Incentive Bonus.  


(a)                                  Fiscal
2007.  Provided Executive remains an
employee of Corporation through at least March 31, 2007, Corporation will pay
Executive a bonus under the Theatrical Division Performance Improvement
Incentive Plan equal to the product of (a) the Bonus Income for Fiscal 2007,
(b) Executive’s Performance Achievement Factor for Fiscal 2007, and (c)
Executive’s Participation Percentage for Fiscal 2007.  Such bonus, if any, will be paid to Executive
by June 1, 2007.


(b)                                 Fiscal
2008 and Subsequent Fiscal Years Beginning in a Renewal Term.  Provided Executive remains an employee of
Corporation through at least March 31, 2008 (or March 31 of any subsequent
Fiscal Year that begins during a Renewal Year), Corporation will pay Executive
a bonus under the Theatrical Division Performance Improvement Incentive Plan
equal to the product of (a) the Bonus Income for Fiscal 2008 (or such
subsequent Fiscal Year), (b) Executive’s Performance Achievement Factor for
Fiscal 2008 (or such subsequent Fiscal Year), and (c) Executive’s Participation
Percentage for Fiscal 2008 (or such subsequent Fiscal Year).  Such bonus, if any, will be paid to Executive
by June 1, 2008 (or June 1 of such subsequent Fiscal Year).


2.3                                 Equity-Based
or Other Long-Term Incentive Compensation. 
Executive will participate, together with Corporation’s other senior
executives, in Corporation’s 2005 Stock Incentive Plan (the “Plan”).  Executive will be granted options to purchase
shares of Corporation’s common stock and/or other equity-based awards under the
Plan, or under another long-term incentive compensation plan that may be
developed by Corporation for its senior executives, at the times and in the
amounts determined by the Committee.  All
awards will be subject to the provisions of the Plan or such other long-term
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



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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 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 Employee Confidentiality Agreement (the
“Prior Agreement”) between Corporation and Executive dated effective June 17,
1992, and that the Prior Agreement remains in full force and effect.



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4.                                      TERMINATION


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


4.1                                 Death.  Executive’s employment will terminate
automatically upon the date of Executive’s death.


4.2                                 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.


4.3                                 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) Executive’s willful material misconduct in performance of the
duties of his position with Corporation or a material breach by Executive of
this Agreement, (b) Executive’s willful commission of a material act of
malfeasance, dishonesty, or breach of trust against Corporation or its
successors that materially harms or discredits Corporation or its successors or
is materially detrimental to the reputation of Corporation or its successors,
or (c) Executive’s conviction of or a plea of nolo contendere to a felony
involving moral turpitude.  In all cases, Corporation will give
Executive notice setting for forth in reasonable detail the specific respects
in which the Corporation believes it has Cause to terminate Executive and allow
Executive a reasonable opportunity to correct such conduct.


4.4                                 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;



(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 at 15000
Ventura Boulevard, Suite 200, Sherman Oaks, California.


4.5                                 Termination
by Corporation Without Cause. 
Corporation may terminate Executive’s employment with Corporation
without Cause for any reason or for no reason at any time by written notice to
Executive.


4.6                                 Termination
by Executive Without Good Reason. 
Executive may terminate Executive’s employment with Corporation other
than for Good Reason for any other reason or for no reason at any time by
written notice to the Chief Executive officer of the Corporation.



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5.                                      COMPENSATION
UPON TERMINATION DURING TERM OF AGREEMENT


5.1                                 Definitions.  For purposes of Section 5.3 and
Section 6.2, the following terms have this meanings set forth below:


“Applicable Severance Period”
means the greater of (i) nine months, or (ii) a period equal to three months
for each full four years of continuous service as an employee of Corporation,
determined based on the number of full years of service as of the date of
termination.  For example, for an employee
with 18 years of continuous service as of the date of termination, the
Applicable Severance Period would be 12 months.


“Outside
Payment Date” means the 15th day of the third calendar month of the
calendar year immediately following the date of termination of Executive.


5.2                                 Death
or Disability.  Upon termination of
Executive’s employment pursuant to Section 4.1 or Section 4.2 prior
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; and


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


5.3                                 Termination
Without Cause or by Executive for Good Reason.


(a)                                  Monthly
Severance Payments.  


(i)                                     In
the event that no Change in Control (as defined in Section 7.1) has
occurred and, prior to the expiration of the Term, Executive terminates his
employment with Corporation for Good Reason under Section 4.4 or
Corporation terminates Executive’s employment with Corporation without Cause
under Section 4.5, Executive will be entitled to the benefits described in
Section 5.2, plus severance payments equal to the Applicable Severance
Period (or, if longer, the number of whole calendar months remaining in the
Term) 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”).  Monthly Severance
Payments will be paid in monthly installments commencing in the calendar month
following termination; provided however, that if the period over which Monthly
Severance Payments would otherwise be payable would extend beyond the Outside
Payment Date, the unpaid portion of the aggregate amount of Monthly Severance
Payments (plus the unpaid portion of any amounts being paid to or reimbursed to
Executive under Section 5.3(b) for medical and dental benefits) as of the
Outside Payment Date will be paid to Executive in a lump sum not later than the
Outside Payment Date.


(ii)                                  Corporation’s obligations to pay Monthly
Severance Payments under this Section 5.3(a) and to continue medical and dental
insurance benefits as provided in Section 5.3(b) are expressly conditioned on
(i) Executive’s execution of a release (in the form attached to this Agreement
as Appendix 5.3(a)(ii), 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.



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


(iv)                              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.


(b)                                 Medical,
Dental, Life, and Disability Insurance Benefits.  In addition to Monthly Severance Payments,
subject to the execution of a release as described in Section 5.3(a)(ii), Corporation will continue to
provide or will arrange to provide (at Corporation’s cost) Executive with
medical, dental, life, and disability 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, dental, life, and disability insurance benefits under another
employer-provided plan, Corporation’s obligation to provide the medical,
dental, life, and disability benefits described in this paragraph will
terminate automatically.


5.4                                 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 4.3, or Executive terminates his employment with
Corporation for other than Good Reason under Section 4.4, Corporation’s
obligations under this Agreement will cease and Executive will be entitled to
that portion of his base salary and 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. 


5.5                                 Compliance
with IRC Section 409A.  To the extent
required by IRC § 409A as enacted by the American Jobs Creation Act
of 2004, and regulations under that section, payment of severance benefits to
Executive under any provision of Sections 5, 6, or 7 of this Agreement will not be paid, or commenced, until the
expiration of six months following the date of termination of Executive’s
employment with Corporation.  If monthly
payments are deferred pursuant to this Section, all such deferred amounts will
be paid in a lump sum on the expiration of the six-month period.


6.                                      COMPENSATION
UPON TERMINATION FOLLOWING TERM OF AGREEMENT


6.1                                 Application
of Section.  The provisions of this
Section 6 apply only to officers of Corporation who have five or more
continuous years of employment with Corporation.


6.2                                 Termination
Without Cause or by Executive for Good Reason.


(a)                                  Monthly
Severance Payments.  


(i)                                     In
the event that no Change in Control (as defined in Section 7.1) has
occurred and, after the expiration of the Term, Executive terminates his
employment with Corporation for Good Reason under Section 4.4 or
Corporation terminates Executive’s employment with Corporation without Cause
under Section 4.5, Executive will be entitled to the benefits described in
Section 5.2, plus severance payments equal to the Applicable Severance
Period 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”).  For purposes of
this Section 6, Executive will not be entitled to any severance payment in
connection with any termination, including without limitation termination by
reason of or in connection with Executive’s death or Disability, other than an
involuntary termination by Corporation without Cause or a voluntary termination
by Executive with Good Reason after the expiration of the Term.  Monthly Severance



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Payments will be paid in
monthly installments commencing in the calendar month following termination;
provided however, that if the period over which Monthly Severance Payments
would otherwise be payable would extend beyond the Outside Payment Date, the
unpaid portion of the aggregate amount of Monthly Severance Payments (plus the
unpaid portion of any amounts being paid to or reimbursed to Executive under Section 6.2(b)
for medical and dental benefits) as of the Outside Payment Date will be paid to
Executive in a lump sum not later than the Outside Payment Date.


(ii)                                  Corporation’s obligations to pay Monthly
Severance Payments under this Section 6.2(a) and to continue medical and
dental insurance benefits as provided in Section 6.2(b) are expressly
conditioned on (i) Executive’s execution of a release (in the form attached to
this Agreement as Appendix 5.3(a)(ii), 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.


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


(iv)                              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.


(b)                                 Medical,
Dental, Life, and Disability Insurance Benefits.  In addition to Monthly Severance Payments, subject
to the execution of a release as described in Section 5.3(a)(ii), Corporation will continue to provide or will arrange
to provide (at Corporation’s cost) Executive with medical, dental, life, and
disability 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, dental,
life, and disability insurance benefits under another employer-provided plan,
Corporation’s obligation to provide the medical, dental, life, and disability
benefits described in this paragraph will terminate automatically.


6.3                                 Effect
of Expiration of Term.  The
provisions of this Section 6 will continue to apply and will be binding on
Corporation and Executive after the expiration of the Term for so long as
Executive continues to be an employee of Corporation unless expressly revoked
or modified in writing by Corporation and Executive.


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



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Corporation representing 25% 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 75% 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.


(a)                                  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, following a Change
in Control and at any time during the Term of this Agreement (as extended
pursuant to Section 1.2), Executive will be entitled to the benefits
described in Section 5.1 plus the following payments (the “Change in
Control Payments”):


(i)                                     In
lieu of any further salary payments to Executive for the periods subsequent to
the date of termination, an amount of severance pay equal to 200% multiplied by
the sum of (A) Executive’s annual base salary, at the rate in effect on the
date the Change in Control occurs, plus (B) the average annual incentive cash
compensation (if any) paid to Executive or accrued to Executive’s benefit
(prior to any deferrals) in respect of the two fiscal years of Corporation last
ended prior to the fiscal year in which the Change in Control occurs, payable
in a lump sum within 60 days of Executive’s termination of employment with
Corporation; and


(ii)                                  Continuation
for a period of two years 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, at Corporation’s cost,
arrange to provide Executive with benefits substantially similar to those which
Executive was entitled to receive under the Benefit Plan.


(b)                                 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 § 280G(b) that is subject to the excise tax imposed on
so-called excess



 9
 









parachute payments pursuant to IRC §4999 (an “Excise
Tax”), the Change in Control Payments otherwise payable under Section 7.2(a)
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.  


(c)                                  Application.  For purposes of this Section 7.2:


(i)                                     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;


(ii)                                  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 § 280G;


(iii)                               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;


(iv)                              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 Section 7.2(b); and


(v)                                 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 § 280(G)(d)(3) and (4).


(d)                                 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 § 280G, the reduction in
Change in Control Payments pursuant to Section 7.2(b) 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(b))
in the following order of priority:


(i)                                     Change
in Control Payments under this Agreement;


(ii)                                  Benefit
Plan benefit continuation pursuant to Section 7.2(a)(ii); and


(iii)                               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 Section 3 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.



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Executive agrees that Corporation will be entitled to
specific performance, or to any other form of injunctive relief to enforce its
rights under Section 3 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 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.



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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 to such employment.  Executive acknowledges that he has read and
understood all of the provisions of this Agreement, that the restrictions
contained in Section 3 of this Agreement are reasonable and necessary for
the 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

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
  Ronald Giambra

  	
   

  	
  Title:

  	
  Chief Executive officer

  
					



 



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APPENDIX 5.3(a)(ii)


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 Ronald
Giambra (“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 January 1, 2007 (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 is a 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,
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.



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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 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:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Ronald Giambra

  
	
  Title:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Date:

  	
   

  	
   

  	
  Date:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  STATE OF

  	
   

  	
   

  	
  )

  	
   

  	
   

  
	
   

  	
  )

  	
  SS

  	
   

  
	
  COUNTY OF

  	
   

  	
   

  	
  )

  	
   

  	
   

  
											



 


This instrument was
acknowledged before me on                     ,
20      , by                         .



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