**EXHIBIT 10.19**

**EMPLOYMENTAGREEMENT**

This Employment Agreement isentered into as of January 1, 2007, between **TIMOTHY J.ERWIN**(“Executive”) and **RENTRAK CORPORATION**,****an Oregon corporation (“Corporation”).

**1.****                                     ****SERVICES**

1.1                                 Employment Position. Corporation agrees to employ Executive asSenior Vice President of Corporation’s Pay Per Transaction (“PPT”) Division,and Executive accepts such employment, under the terms and conditions of thisAgreement. Executive also agrees to serve, if elected, without separate compensation,as an officer and/or director of any subsidiary or affiliate of Corporation. Corporationrepresents to Executive that it currently has and will maintain directors andofficers 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, willexpire December 31, 2007.

1.2.2                        Renewal Term or Terms. The term of this Agreement willautomatically extend into one or more “Renewal Terms” of an additional one-yearperiod that will expire on December 31, 2008 (or December 31 of any suchsubsequent Renewal Term), unless Corporation, not later thanOctober 31, 2007 (or October 31 of any subsequent Renewal Term),gives written notice (a “Notice of Non-Renewal”) to Executive that the Termwill not extend into a Renewal Term. Corporation may give a Notice ofNon-Renewal for any reason or for no reason. Failure to extend the Term into aRenewal Term will not constitute a termination of Executive’s employmenteffective as of the end of the Term or any applicable Renewal Term for purposesof this Agreement. References to the “Term” of this Agreement include theinitial Term and, if the Agreement extends into one or more Renewal Termspursuant to this Section, the Renewal Term or Terms.

1.2.3                        Extension of Term Upon Change in Control. Notwithstanding the foregoing, in the eventof a Change in Control of Corporation, as defined in Section 8.1 of thisAgreement, during the Term (or any Renewal Term) of this Agreement, the Termwill automatically be extended to December 31 of the second calendar yearfollowing the calendar year in which the Change in Control occurs.

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

1.2.5                        Compensation Upon Termination Following TermOf Agreement. Notwithstandingtermination of this Agreement, the provisions of Section 7 will continueto apply.

1.3                                 Duties. During the Term, Executive will serve in an executive capacity as VicePresident-Sales and Customer Relations of the Retailer Services Department ofCorporation’s PPT Division. Executive will report directly to the President ofthe PPT Division. Executive will be responsible for sales and customerrelations for the PPT Division and such other or different duties on behalf ofCorporation as may be assigned from time to time by the President ofCorporation’s PPT Division or by Corporation’s Chief Executive Officer or Boardof Directors (the “Board”). Executive will do such traveling as may be requiredin 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 thebusiness and affairs of Corporation, and to the promotion and advancement ofits interests. Executive will perform his services faithfully, competently, andto the best of his abilities and will not engage in professional or personalbusiness activities that may require an appreciable portion of Executive’s timeor effort to the detriment of Corporation’s business.

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1.5                                 Application of Corporate Policies. Executive will, except as otherwise providedin this Agreement, be subject to Corporation’s rules, practices, and policiesapplicable generally to Corporation’s senior executive employees, as suchrules, 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 willpay to Executive a base salary of $162,000 per year, payable in a mannerconsistent with Corporation’s payroll practices for management employees, assuch practices may be revised from time to time. Executive’s annual base salarywill be reviewed by Corporation’s Chief Executive Officer and CompensationCommittee (the “Committee”) on or before April 1 of each year during theTerm (commencing in 2007), unless Executive’s employment has been terminatedearlier pursuant to this Agreement, to determine if such annual base salaryshould be increased (but not decreased) for the following fiscal year inrecognition of services to Corporation.

2.2                                 Retailer Services Department PerformanceImprovement Incentive Plan.

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

**“BonusIncome”** means, for anyFiscal Year, the excess of the Net Income for the Retailer Services Departmentfor the Fiscal Year over the Threshold Income for the Fiscal Year.

**“Fiscal2007”** means the fiscalyear that began April 1, 2006, and ends March 31, 2007.

**“Fiscal2008”** means the fiscalyear beginning April 1, 2007, and ending March 31, 2008.

**“NetIncome”** means, foreach Fiscal Year, the net income before income taxes for the Retailer ServicesDepartment as determined for financial accounting purposes in accordance withCorporation’s standard accounting policies and principles, consistentlyapplied.

**“Parameters”** mean, for each Fiscal Year, the RetailerServices Department’s “Report Card” parameters and the “Personal Expectation”performance parameters established by the President of the PPT Division, withthe approval of Corporation’s CEO and the Compensation Committee for Executivefor a Fiscal Year. Executive’s Retailer Services Department Report Cardparameters and Personal Expectation performance parameters for Fiscal 2007 werepreviously designated by the President of the PPT Division, with the approvalof Corporation’s CEO and the Compensation Committee, and communicated toExecutive. For Fiscal 2008 and any subsequent Fiscal Year beginning in aRenewal Term, the President of the PPT Division, with the approval ofCorporation’s CEO and the Compensation Committee, will designate Executive’sRetailer Services Department Report Card parameters and Personal Expectationperformance parameters no later than May 31, 2007 (or May 31 of that FiscalYear).

**“ParameterAchievement Factors”**mean, for each Fiscal Year, the factors, expressed as percentages, determinedby the President of the PPT Division, with the approval of Corporation’s CEOand the Compensation Committee, after the end of the Fiscal Year to reflect theextent to which the Retailer Services Department Report Card Parameters andExecutive’s Personal Expectation Parameters for the Fiscal Year have beenaccomplished.

**“ParticipationPercentage”** means, fora Fiscal Year, a percentage specified by Corporation’s CEO, with the approvalof the Compensation Committee, to determine Executive’s Retailer ServicesDepartment Performance Improvement Incentive Plan bonus. For Fiscal 2007,Executive’s Participation Percentage is 1.5 %. For Fiscal 2008 and anysubsequent Fiscal Year beginning in a Renewal Term, Corporation’s CEO, with theapproval of the Compensation Committee will specify Executive’s ParticipationPercentage no later than May 31, 2007 (or May 31 of that Fiscal Year).

**“PerformanceAchievement Factor”**means a factor, expressed as a percentage, rounded to the nearest wholepercent, based on the arithmetic average of the Parameter Achievement Factorsfor a Fiscal Year; provided however that (a) if the average of the ParameterAchievement Factors is less than 75%, the Performance Achievement Factor willbe zero, and (b) the Performance Achievement Factor may not exceed 

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100%unless expressly approved by the President of the PPT Division, with theapproval of Corporation’s CEO and the Compensation Committee.

**“ThresholdIncome”** means thelevel of Net Income for the Retailer Services Department for a Fiscal Year asdesignated by the President of the PPT Division, with the approval ofCorporation’s CEO and the Compensation Committee. For Fiscal 2007, theThreshold Income is the amount approved by the Compensation Committeeconcurrently with approval of this Agreement. For Fiscal 2008 and anysubsequent Fiscal Year beginning in a Renewal Term, the Compensation Committeewill designate the Threshold Income no later than May 31, 2007 (or May 31 ofthat 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’sCEO, with the approval of the Compensation Committee will evaluate the extentto which the PPT Division and Executive have met the Report Card and PersonalExpectation parameters and determine the Parameter Achievement Factors forFiscal 2007 (or such Fiscal Year).

2.2.3                        Incentive Bonus.

(a)                                  Fiscal 2007. Provided Executive remains an employee of Corporation through at leastMarch 31, 2007, Corporation will pay Executive a bonus under the RetailerServices Department Performance Improvement Incentive Plan equal to the productof (a) the Bonus Income for Fiscal 2007, (b) Executive’s PerformanceAchievement Factor for Fiscal 2007, and (c) Executive’s ParticipationPercentage for Fiscal 2007. Such bonus, if any, will be paid to Executive byJune 1, 2007.

(b)                                 Fiscal 2008 and Subsequent Fiscal YearsBeginning in a Renewal Term. ProvidedExecutive 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 Retailer Services DepartmentPerformance Improvement Incentive Plan equal to the product of (a) the BonusIncome for Fiscal 2008 (or such subsequent Fiscal Year), (b) Executive’sPerformance Achievement Factor for Fiscal 2008 (or such subsequent FiscalYear), and (c) Executive’s Participation Percentage for Fiscal 2008 (or suchsubsequent Fiscal Year). Such bonus, if any, will be paid to Executive byJune 1, 2008 (or June 1 of such subsequent Fiscal Year).

2.3                                 Equity-Based or Other Long-Term IncentiveCompensation. Executive willparticipate, together with Corporation’s other senior executives, in Corporation’s2005 Stock Incentive Plan (the “Plan”). Executive will be granted options topurchase shares of Corporation’s common stock and/or other equity-based awardsunder the Plan, or under another long-term incentive compensation plan that maybe developed by Corporation for its senior executives, at the times and in theamounts determined by the Committee. All awards will be subject to theprovisions of the Plan or such other long-term plan.

2.4                                 Additional Employee Benefits. Executive will receive an annual grant of208****hours of credit (or such higher numberof hours as are credited to Corporation’s other senior executives) underCorporation’s Personal Time Off (PTO) program. Personal time off and vacationmay be taken in accordance with Corporation’s rules, practices, and policiesapplicable to Corporation’s senior executive employees, as such rules,practices, and policies may be revised from time to time by the Board or theCommittee. During the Term, Executive will be entitled to any other employeebenefits approved by the Board or the Committee, or available to officers andother management employees generally, including any life and medical insuranceplans, 401(k) and other similar plans, and health and welfare plans, eachwhether now existing or hereafter approved by the Board or the Committee (“BenefitPlans”). The foregoing will not be construed to require Corporation toestablish any such plans or to prevent Corporation from modifying orterminating any such Benefit Plans.

2.5                                 Expenses. Subject to review and approval by the chairman of Corporation’s auditcommittee, Corporation will reimburse Executive for reasonable expensesactually incurred by Executive in connection with the business of Corporation. Executivewill submit to Corporation such substantiation for such expenses as may bereasonably required by Corporation.

**3.****                                     ****CONFIDENTIAL INFORMATION**

3.1                                 Definition. “Confidential Information” is all nonpublic information relating toCorporation or its business that is disclosed to Executive, that Executive produces,or that Executive otherwise obtains during employment. Confidential Informationalso includes information received from third parties that Corporation hasagreed to treat as confidential. Examples of Confidential Information include,without limitation, marketing plans, customer lists or other customerinformation, product design and manufacturing information, and financialinformation. Confidential Information does not include any information that(i) is within the public domain other than as a result of disclosure byExecutive in violation of this Agreement, (ii) was, on or 

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before the date of disclosureto Executive, already known by Executive, or (iii) Executive is requiredto disclose in any governmental, administrative, judicial, or quasi-judicialproceeding, but only to the extent that Executive is so required to discloseand provided that Executive takes reasonable steps to request confidentialtreatment of such information in such proceeding.

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

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

3.4                                 Nondisclosure and Nonuse. Unless authorized or instructed in advancein writing by Corporation, or required by law (as determined by licensed legalcounsel), Executive will not, except as required in the course of Corporation’sbusiness, during or after his employment, disclose to others or use anyConfidential 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 afterhis employment, and without request upon termination of employment pursuant tothis Agreement, Executive will deliver immediately to Corporation all written,stored, saved, or otherwise tangible materials containing ConfidentialInformation without retaining any excerpts or copies.

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

**4.****                                     ****NONCOMPETITION**

4.1                                 Competitive Entity. For purposes of this Agreement, aCompetitive Entity is any firm, corporation, partnership, limited liabilitycompany, business trust, or other entity that is engaged in all or any of thefollowing business activities:

(a)                                  The wholesale and/or revenue sharing physicalor electronic distribution of home entertainment software in any media,including without limitation video cassettes, DVDs, video games, and PCsoftware (“Entertainment Software”);

(b)                                 The fulfillment, warehouse, or distributingbusiness in connection with the Entertainment Software industry;

(c)                                  The collection, aggregation, tracking, anddissemination of market information and data (such as sales, marketing,inventory, occurrence, expenditure, and advertising data) related to consumeractivity in the entertainment industry; or

(d)                                 The delivery of technological intelligence,industry analysis, and strategic and tactical guidance with respect to consumeractivity in the entertainment industry.

4.2                                 Covenant. During the Term of and for a period ending on the last day of theapplicable Noncompete Period described in Section 5.7, Executive will not,within any geographical area where Corporation engages in business:

(a)                                  Directly or indirectly, alone or with anyindividual, partnership, limited liability company, corporation, or otherentity, become associated with, render services to, invest in, represent,advise, or otherwise participate in any Competitive Entity; provided, however,that nothing contained in this Section 4.2 will prevent Executive fromowning less than 5 percent of any class of equity or debt securitieslisted on a national securities exchange or market, provided such involvementis solely as a passive investor;

(b)                                 Solicit any business on behalf of aCompetitive Entity from any individual, firm, partnership, corporation, orother entity that is a customer of Corporation during the 12 months immediatelypreceding the date Executive’s employment with Corporation is terminated; or

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(c)                                  Employ or otherwise engage, or offer to employfor Executive or any other person, entity, or corporation, the services oremployment of any person who has been an employee, sales representative, oragent of Corporation during the 12 months preceding the date Executive’semployment with Corporation is terminated.

For purposes of thisSection 4, “Corporation” means Corporation and its subsidiaries (whethernow existing or subsequently created) and their successors and assigns.

4.3                                 Severability; Reform of Covenant. If, in any judicial proceeding, a courtrefuses to enforce this covenant not to compete because it covers too extensivea geographic area or is too long in its duration, the parties intend that it bereformed and enforced to the maximum extent permitted under applicable law.

**5.****                                     ****TERMINATION**

Executive’s employment underthis Agreement may terminate as follows:

5.1                                 Death. Executive’s employment will terminate automatically upon the date ofExecutive’s death.

5.2                                 Disability. Corporation may, at its option, terminate Executive’s employment underthis Agreement upon written notice to Executive if Executive, because ofphysical or mental incapacity or disability, fails to perform the essentialfunctions of his position, with reasonable accommodation, required of him underthis Agreement for a continuous period of 120 days or any 180 days withinany 12-month period.

5.3                                 Termination by Corporation for Cause. Corporation may terminate Executive’semployment under this Agreement for Cause at any time. For purposes of thisAgreement, “Cause” means: (a) Executive’s willful material misconduct inperformance of the duties of his position with Corporation or a material breachby Executive of this Agreement, (b) Executive’s willful commission of amaterial act of malfeasance, dishonesty, or breach of trust against Corporationor its successors that materially harms or discredits Corporation or itssuccessors or is materially detrimental to the reputation of Corporation or itssuccessors, or (c) Executive’s conviction of or a plea of nolo contendereto a felony involving moral turpitude. In all cases, Corporation will giveExecutive notice setting for forth in reasonable detail the specific respectsin which the Corporation believes it has Cause to terminate Executive and allowExecutive a reasonable opportunity to correct such conduct.

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

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

(b)                                 The occurrence (without Executive’s expresswritten consent) of any of the following acts by Corporation or failures byCorporation to act:

(i)                                     A substantial adverse alteration in the natureor status of Executive’s title, position, duties, or reporting responsibilitiesas an executive of Corporation;

(ii)                                  A reduction in Executive’s base salary as setforth in this Agreement or as the base salary may be increased from time totime;

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

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

5.5                                 Termination by Corporation Without Cause. Corporation may terminate Executive’semployment with Corporation without Cause for any reason or for no reason atany time by written notice to Executive.

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5.6                                 Termination by Executive Without Good Reason. Executive may terminate Executive’semployment with Corporation other than for Good Reason for any other reason orfor no reason at any time by written notice to the Chief Executive officer ofthe Corporation.

5.7                                 Applicable Noncompete Periods upon Termination. The duration of Executive’s obligationsunder Section 4 (the “Noncompete Period”) will be as follows:

(a)                                  In the event Executive terminates hisemployment with Corporation for Good Reason under Section 5.4 orCorporation terminates Executive’s employment with Corporation without Causeunder Section 5.5, the Noncompete Period will continue so long asExecutive is entitled to receive Monthly Severance Payments underSections 6.3(a) or 7.2(a) (without giving effect to any prepaymentpursuant to the Outside Payment Date provisions of such Sections). Executive’sobligations under this Agreement will terminate immediately if Corporationfails to make a Monthly Severance Payment within 15 days after it is due. Forthis purpose, a check for a Monthly Severance Payment mailed within such 15-dayperiod (as evidenced by official postmark) will be deemed to be made withinsuch 15-day period.

(b)                                 Subject to extension by Corporation asprovided below, in the event Executive terminates his employment withCorporation other than for Good Reason under Section 5.6, the NoncompetePeriod will be one year from the date of termination. Corporation may in itssole discretion extend the Noncompete Period for a period not to extend beyond24 months from the date the Noncompete Period would otherwise expire byagreeing to make Monthly Severance Payments to Executive during the extendedNoncompete Period. To extend the Noncompete Period, Corporation must giveExecutive written notice (an “Extension Notice”) no later than 60 daysfollowing the date of termination, stating the elected duration of the extendedNoncompete Period. The Extension Notice will constitute a binding commitment byCorporation to make Monthly Severance Payments for the full duration of theextended Noncompete Period and no further extension of the Noncompete Periodwill be permitted. Executive’s obligations under this Agreement will terminateimmediately if Corporation fails to make a Monthly Severance Payment within 15days after it is due.

(c)                                  In the event Corporation terminates Executive’semployment for Cause, the Noncompete Period will be one year from the date oftermination.

**6.****                                     ****COMPENSATION UPON TERMINATIONDURING TERM OF AGREEMENT**

6.1                                 Definitions. For purposes of Section 6.3 and Section 7.2, the followingterms have this meanings set forth below:

**“ApplicableSeverance Period”**means the greater of (i) six months, or (ii) a period equal to three months foreach 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 oftermination. For example, for an employee with 18 years of continuous serviceas of the date of termination, the Applicable Severance Period would be 12months.

“**Outside Payment Date”** means the 15th day of the third calendar monthof the calendar year immediately following the date of termination ofExecutive.

6.2                                 Death or Disability. Upon termination of Executive’s employmentpursuant to Section 5.1 or Section 5.2 prior to the expiration of theTerm, all obligations of Corporation under this Agreement will cease, exceptthat Executive will be entitled to:

(a)                                  Accrued base salary through the date ofExecutive’s termination of employment; and

(b)                                 Other benefits under Benefit Plans to whichExecutive was entitled upon such termination of employment in accordance withthe terms of such Benefit Plans.

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6.3                                 Termination Without Cause or by Executive forGood Reason.

(a)                                  Monthly Severance Payments.

(i)                                     In the event that no Change in Control (asdefined in Section 8.1) has occurred and, prior to the expiration of theTerm, Executive terminates his employment with Corporation for Good Reasonunder Section 5.4 or Corporation terminates Executive’s employment withCorporation without Cause under Section 5.5, Executive will be entitled tothe benefits described in Section 6.2, plus severance payments equal tothe Applicable Severance Period (or, if longer, the number of whole calendarmonths remaining in the Term) multiplied by the sum of (A) Executive’s basesalary per month in effect as of the date of termination plus (B) the averageannual commissions paid to or accrued to Executive in respect of the two fiscalyears of Corporation last ended prior to the fiscal year in which suchtermination occurs, payable in equal monthly installments (each installment, a “MonthlySeverance Payment”). Monthly Severance Payments will be paid in monthlyinstallments commencing in the calendar month following termination; providedhowever, that if the period over which Monthly Severance Payments wouldotherwise be payable would extend beyond the Outside Payment Date, the unpaidportion of the aggregate amount of Monthly Severance Payments (plus the unpaidportion of any amounts being paid to or reimbursed to Executive underSection 6.3(b) for medical and dental benefits) as of the Outside PaymentDate will be paid to Executive in a lump sum not later than the Outside PaymentDate.

(ii)                                  Corporation’sobligations to pay Monthly Severance Payments under this Section 6.3(a) and tocontinue medical and dental insurance benefits as provided in Section 6.3(b)are expressly conditioned on (i) Executive’s execution of a release (in theform attached to this Agreement as Appendix 6.3(a)(ii), with suchmodifications specifically in response to changes in applicable law as counselfor Corporation determines to be reasonably necessary or desirable to ensureeffective release of all claims) of any and all claims that Executive may holdthrough the date such release is executed against Corporation or any of itssubsidiaries or affiliates, and (ii) the expiration of any applicablerevocation period specified in such release without revocation of the releaseby Executive.

(iii)                               Monthly Severance Payments will be payable ina manner consistent with Corporation’s payroll practices for managementemployees.

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

(b)                                 Medical and Dental Insurance Benefits. In addition to Monthly Severance Payments,subject to the execution of a release as described in Section 6.3(a)(ii), Corporation will continue toprovide or will arrange to provide (at Corporation’s cost) Executive withmedical and dental insurance benefits substantially similar to those to whichExecutive was entitled as of the date of termination until Corporation’sobligation to make Monthly Severance Payments expires; provided, however, thatif Executive is employed with another employer and is eligible to receivemedical and dental insurance benefits under another employer-provided plan,Corporation’s obligation to provide the medical and dental benefits describedin this paragraph will terminate automatically.

(c)                                  Effect of Competition. Corporation’s obligation to make MonthlySeverance Payments and provide medical and dental insurance benefits toExecutive will terminate if Executive breaches a material provision ofSection 4.

6.4                                 Termination For Cause or by Executive WithoutGood Reason. In the eventthat, prior to the expiration of the Term, Corporation terminates Executive’semployment with Corporation for Cause under Section 5.3, or Executive terminateshis employment with Corporation for other than Good Reason underSection 5.6, Corporation’s obligations under this Agreement will cease andExecutive will be entitled to that portion of his base salary and employmentbenefits for which he is qualified as of the date of termination and Executivewill not be entitled to any other compensation or consideration.

6.5                                 Compliance with IRC Section 409A. To the extent required byIRC § 409A as enacted by the American Jobs Creation Act of 2004, andregulations under that section, payment of severance benefits to Executiveunder any provision of Sections 6, 7, or 8 of this Agreement will not be paid,or commenced, until the expiration of six months following the date oftermination of Executive’s employment with Corporation. If monthly payments aredeferred pursuant to this Section, all such deferred amounts will be paid in alump sum on the expiration of the six-month period.

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**7.****                                     ****COMPENSATION UPON TERMINATIONFOLLOWING TERM OF AGREEMENT**

7.1                                 Application of Section. The provisions of this Section 7 applyonly to officers of Corporation who have five or more continuous years ofemployment with Corporation.

7.2                                 Termination Without Cause or by Executive forGood Reason.

(a)                                  Monthly Severance Payments.

(i)                                     In the event that no Change in Control (asdefined in Section 8.1) has occurred and, after the expiration of theTerm, Executive terminates his employment with Corporation for Good Reasonunder Section 5.4 or Corporation terminates Executive’s employment withCorporation without Cause under Section 5.5, Executive will be entitled tothe benefits described in Section 6.2, plus severance payments equal tothe Applicable Severance Period multiplied by the sum of (A) Executive’s basesalary per month in effect as of the date of termination plus (B) the averageannual commissions paid to or accrued to Executive in respect of the two fiscalyears of Corporation last ended prior to the fiscal year in which suchtermination occurs, payable in equal monthly installments (each installment, a “MonthlySeverance Payment”). For purposes of this Section 7, Executive will not beentitled to any severance payment in connection with any termination, includingwithout limitation termination by reason of or in connection with Executive’sdeath or Disability, other than an involuntary termination by Corporationwithout Cause or a voluntary termination by Executive with Good Reason afterthe expiration of the Term. Monthly Severance Payments will be paid in monthlyinstallments commencing in the calendar month following termination; providedhowever, that if the period over which Monthly Severance Payments wouldotherwise be payable would extend beyond the Outside Payment Date, the unpaidportion of the aggregate amount of Monthly Severance Payments (plus the unpaidportion of any amounts being paid to or reimbursed to Executive underSection 7.2(b) for medical and dental benefits) as of the Outside PaymentDate will be paid to Executive in a lump sum not later than the Outside PaymentDate.

(ii)                                  Corporation’sobligations to pay Monthly Severance Payments under this Section 7.2(a)and to continue medical and dental insurance benefits as provided in Section7.2(b) are expressly conditioned on (i) Executive’s execution of a release (inthe form attached to this Agreement as Appendix 6.3(a)(ii), with suchmodifications specifically in response to changes in applicable law as counselfor Corporation determines to be reasonably necessary or desirable to ensureeffective release of all claims) of any and all claims that Executive may holdthrough the date such release is executed against Corporation or any of itssubsidiaries or affiliates, and (ii) the expiration of any applicablerevocation period specified in such release without revocation of the releaseby Executive.

(iii)                               Monthly Severance Payments will be payable ina manner consistent with Corporation’s payroll practices for managementemployees.

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

(b)                                 Medical and Dental Insurance Benefits. In addition to Monthly Severance Payments,subject to the execution of a release as described in Section 6.3(a)(ii),Corporation will continue to provide or will arrange to provide (at Corporation’scost) Executive with medical and dental insurance benefits substantiallysimilar to those to which Executive was entitled as of the date of terminationuntil Corporation’s obligation to make Monthly Severance Payments expires;provided, however, that if Executive is employed with another employer and iseligible to receive medical and dental insurance benefits under anotheremployer-provided plan, Corporation’s obligation to provide the medical anddental benefits described in this paragraph will terminate automatically.

(c)                                  Effect of Competition. Corporation’s obligation to make MonthlySeverance Payments and provide medical and dental insurance benefits toExecutive will terminate if Executive breaches a material provision ofSection 4.

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7.3                                 Effect of Expiration of Term. The provisions of this Section 7 willcontinue to apply and will be binding on Corporation and Executive after theexpiration of the Term for so long as Executive continues to be an employee ofCorporation unless expressly revoked or modified in writing by Corporation andExecutive.

**8.****                                     ****EFFECT OF CHANGE IN CONTROL**

8.1                                 Definitions.

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

(a)                                  Any “person” (as that term is defined inSection 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 holdingsecurities under an employee benefit plan of Corporation, is or becomes abeneficial owner (within the meaning of Rule 13d-3 promulgated under theExchange Act), directly or indirectly, of securities of Corporationrepresenting 25% or more of the combined voting power of Corporation’s then outstandingsecurities;

(b)                                 A majority of the directors elected at anyannual or special meeting of shareholders are not individuals nominated byCorporation’s then incumbent Board; or

(c)                                  The shareholders of Corporation approve amerger or consolidation of Corporation with any other corporation, other than amerger or consolidation which would result in the voting securities ofCorporation outstanding immediately prior to such transaction continuing torepresent (either by remaining outstanding or by being converted into votingsecurities of the surviving entity) at least 75% of the combined voting powerof the voting securities of Corporation or of such surviving entity outstandingimmediately after such merger or consolidation, or the shareholders of Corporationapprove a plan of complete liquidation of Corporation or an agreement for thesale or disposition by Corporation of all or substantially all of its assets.

**“Other Payment”** means any payment or benefit payable toExecutive in connection with a Change in Control of Corporation pursuant to anyplan, arrangement, or agreement (other than this Agreement) with Corporation, aperson whose actions result in such Change in Control, or any person affiliatedwith Corporation or such person.

**“Total Payments”** means all payments or benefits payable toExecutive in connection with a Change in Control, including Change in ControlPayments pursuant to this Agreement and any Other Payments pursuant to anyother plan, agreement, or arrangement with Corporation, a person whose actionsresult in the Change in Control, or any person affiliated with Corporation orsuch person.

8.2                                 Compensation Upon Termination Following aChange in Control.

(a)                                  Change in Control Payments. In the event of Corporation’s termination ofExecutive without Cause, or Executive’s termination of employment withCorporation for Good Reason, following a Change in Control and at any timeduring the Term of this Agreement (as extended pursuant to Section 1.2),Executive will be entitled to the benefits described in Section 6.1 plusthe following payments (the “Change in Control Payments”):

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

(ii)                                  Continuation for a period of two yearsfollowing such termination of Executive’s participation in all Benefit Plans inwhich Executive was entitled to participate immediately before the Change inControl, provided that such continued participation is possible under thegeneral terms and provisions of such Benefit Plans. In the event Executive’scontinued participation in any Benefit Plan is barred by the provisions of theBenefit Plan, Corporation will, at 

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Corporation’scost, arrange to provide Executive with benefits substantially similar to thosewhich Executive was entitled to receive under the Benefit Plan.

(b)                                 Reduction. In the event that any portion of the Total Payments payable toExecutive in connection with a Change in Control of Corporation would constitutean “excess parachute payment” within the meaning of IRC § 280G(b)that is subject to the excise tax imposed on so-called excess parachutepayments pursuant to IRC §4999 (an “Excise Tax”), the Change in ControlPayments otherwise payable under Section 8.2(a) will be reduced to avoidsuch Excise Tax if, and to the extent that, such reduction will result in alarger after-tax benefit to Executive, taking into account all applicablefederal, state, and local income and excise taxes.

(c)                                  Application. For purposes of this Section 8.2:

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

(ii)                                  No portion of the Total Payments will be takeninto account which, in the opinion of tax counsel selected by Corporation andreasonably acceptable to Executive (“Tax Counsel”), does not constitute a “parachutepayment” within the meaning of IRC § 280G;

(iii)                               If Executive and Corporation disagree whetherany payment of Change in Control Payments will result in an Excise Tax orwhether a reduction in any Change in Control Payments will result in a largerafter-tax benefit to Executive, the matter will be conclusively resolved by anopinion of Tax Counsel;

(iv)                              Executive agrees to provide Tax Counsel withall financial information necessary to determine the after-tax consequences ofpayments of Change in Control Payments for purposes of determining whether, orto what extent, Change in Control Payments are to be reduced pursuant toSection 8.2(b); and

(v)                                 The value of any noncash benefit or anydeferred payment or benefit included in the Total Payments, and whether or notall or a portion of any payment or benefit is a “parachute payment” forpurposes of this Section 8.2, will be determined by Corporation’sindependent accountants in accordance with the principles ofIRC § 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 aprovision that requires a reduction in the Other Payment governed by such OtherAgreement to avoid or eliminate an “excess parachute payment” for purposes ofIRC § 280G, the reduction in Change in Control Payments pursuant toSection 8.2(b) will be given effect before any reduction in the OtherPayment pursuant to the Other Agreement. To the extent possible, Corporationand Executive agree that reductions in benefits under any plan, program, orarrangement of Corporation will be reduced (only to the extent described inSection 8.2(b)) in the following order of priority:

(i)                                     Change in Control Payments under thisAgreement;

(ii)                                  Benefit Plan benefit continuation pursuant toSection 8.2(a)(ii); and

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

**9.****                                     ****REMEDIES**

The respective rights andduties 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 themby law or at equity. Executive acknowledges that any breach or threatenedbreach of Sections 3 or 4 of this Agreement will cause irreparable harm toCorporation and that any remedy at law would be inadequate to protect thelegitimate interests of Corporation. Executive agrees that Corporation will beentitled to specific performance, or to any other form of injunctive relief toenforce its rights under Sections 3 or 4 of this Agreement 

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without the necessity ofshowing actual damage or irreparable harm or the posting of any bond or othersecurity. Such remedies will be in addition to any other remedy available toCorporation at law or in equity.

**10.****                              ****SEVERABILITY OF PROVISIONS**

The provisions of thisAgreement are severable, and if any provision of this Agreement is heldinvalid, unenforceable, or unreasonable, it will be enforced to the maximumextent permissible, and the remaining provisions of the Agreement will continuein full force and effect.

**11.****                              ****NONWAIVER**

Failure of Corporation at anytime to require performance of any provision of this Agreement will not limitthe right of Corporation to enforce the provision. No provision of thisAgreement or breach of this Agreement may be waived by either party except inwriting signed by that party. A waiver of any breach of a provision of thisAgreement will be construed narrowly and will not be deemed to be a waiver ofany succeeding breach of that provision or a waiver of that provision itself orof any other provision.

**12.****                              ****NOTICES**

All notices required orpermitted under this Agreement must be in writing and will be deemed to havebeen 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 tothe other parties hereto): (i) if to Executive, to his residence as listedin Corporation’s records, and (ii) if to Corporation, to the address ofthe principal office of Corporation, at:

One Airport Center

7700 N.E. Ambassador Place

Portland, Oregon 97220

With a copy to:

David Culpepper

Miller Nash, LLP

111 SW Fifth Avenue, Suite 3400

Portland, Oregon 97204

**13.****                              ****ATTORNEY FEES**

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

**14.****                              ****GOVERNING LAW**

This Agreement will beconstrued in accordance with the laws of the state of Oregon, without regard toany conflicts of laws rules. Any suit or action arising out of or in connectionwith this Agreement, or any breach of this Agreement, must be brought andmaintained in the Multnomah County Circuit Court of the State of Oregon. Theparties irrevocably submit to the jurisdiction of such court for the purpose ofsuch suit or action and expressly and irrevocably waive, to the fullest extentpermitted by law, any claim that any such suit or action has been brought in aninconvenient forum.

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**15.****                              ****GENERAL TERMS AND CONDITIONS**

This Agreement constitutesthe entire understanding of the parties relating to the employment of Executiveby Corporation, and supersedes and replaces all written and oral agreementsheretofore made or existing by and between the parties relating to suchemployment. Executive acknowledges that he has read and understood all of theprovisions of this Agreement, that the restrictions contained inSections 4 and 5.7 of this Agreement are reasonable and necessary for theprotection of Corporation’s business and that Executive entered into thiscontract in connection with a bona fide advancement of Executive withCorporation in that Executive was granted a long-term employment contract. ThisAgreement will inure to the benefit of any successors or assigns of Corporation.All captions used in this Agreement are intended solely for convenience ofreference and will in no way limit any of the provisions of this Agreement.

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

|                  |   | **RENTRAK CORPORATION** |
|------------------|--------|-------------------------|
|             |   | ** **              |
|             |   | ** **              |
|             |   | By:                     | ** ** | ** ** |
| Timothy J. Erwin |   | Title:                  | Paul Rosenbaum, |
|             |   | ** **              | Chief Executive Officer |
|                  |        |                         |  |  |  |

 

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**APPENDIX 6.3(a)(ii)**

**FORM OF****AGREEMENT AND RELEASE**

THIS AGREEMENT AND RELEASE (“Release”)is made on this      day of                    ,     , by and between **RentrakCorporation,**an Oregon corporation (“Corporation”) and **Timothy J. Erwin** (“Executive”). Corporation and Executiveagree as follows:

**1.****                                     ****Payment to Executive.**

(a)                                  Upon the execution of this Release, and afterexpiration of the revocation period specified in Section 9 of thisRelease, Corporation will commence payment of the applicable Monthly SeverancePayments described in Section 6 of Executive’s Employment Agreement datedeffective January 1, 2007 (the “Employment Agreement”), less normal deductionsand withholdings.

(b)                                 Executive specifically acknowledges and agreesthat Corporation has paid Executive all wages and other compensation andbenefits to which Executive is entitled except those described in Paragraph1(a) of this Release and that the execution of this Release (and compliancewith the noncompetition provisions of Section 4 of the Employment Agreement)are conditions precedent to Corporation’s obligation to make the MonthlySeverance Payments.

**2.****                                     ****Release by Executive.**

Executive completely releasesand forever discharges Corporation and each of its past, present, and futureparent and subsidiary corporations and affiliates and each of their respectivepast, present, and future shareholders, officers, directors, agents, employees,insurers, successors, and assigns (collectively, the “Released Parties”), fromany 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 inequity, and whether known or unknown, foreseen or unforeseen, in any wayarising out of, concerning, or related to, directly or indirectly, Executive’semployment with Corporation, including, but not limited to, the termination ofExecutive’s employment based on any act or omission on or prior to theeffective date of this Release, but not including (i) any claim for workers’compensation or unemployment insurance benefits, (ii) any claims to enforce theEmployment Agreement, or (iii) any claims by Executive for indemnification orinsurance coverage relating to claims brought or asserted against Executive bythird parties arising from Executive’s employment with Corporation or status asan officer, shareholder, and/or director of Corporation or any of itssubsidiaries. Without limiting the generality of the foregoing, this releasespecifically includes, but is not limited to, a release of claims arising underTitle VII of the Civil Rights Act of 1964; the Age Discrimination in EmploymentAct; the Americans with Disabilities Act; the Family and Medical Leave Act; theEmployee Retirement Income Security Act; the Worker Adjustment and RetrainingNotification Act; and ORS chapters 652, 653, and 659A, and any amendments toany of such laws.

**3.****                                     ****Return of Corporation Property.**

Executive represents andwarrants that Executive has returned to Corporation all property belonging toCorporation, including, but not limited to, all documents or other mediacontaining confidential or proprietary information of Corporation (includingwithout limitation customer, production, and pricing information), and allCorporation credit cards, keys, cellular telephones, and computer hardware andsoftware.

**4.****                                     ****No Liability or Wrongdoing.**

Corporation specificallydenies any liability or wrongdoing whatsoever. Neither this Release nor any ofits provisions, terms, or conditions constitute an admission of liability or wrongdoingor may be offered or received in evidence in any action or proceeding asevidence of an admission of liability or wrongdoing.

**5.****                                     ****Severability.**

If any provision of thisRelease 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 andeffect.

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**6.****                                     ****Attorney Fees.**

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

**7.****                                     ****Choice of Law.**

This Release will be governedby the laws of the state of Oregon, without regard to its principles ofconflicts of laws.

**8.****                                     ****Consideration of Agreement.**

Executive acknowledges thatCorporation has advised him in writing to consult with an attorney beforesigning this Release and that he has been given at least 21 days to considerwhether to execute this Release. For purposes of this 21-day period, Executiveacknowledges 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 theRelease.

**9.****                                     ****Revocation.**

Executive may revoke thisRelease by written notice, delivered to                  within seven days following his date of signature as set forth below. ThisRelease becomes effective and enforceable after such seven-day period hasexpired.

**10.****                              ****Knowing and Voluntary Agreement.**

Executive acknowledges andagrees that: (a) the only consideration for this Release is the considerationexpressly described in this document; (b) he has carefully read the entireRelease; (c) he has had the opportunity to review this Release and to have itreviewed and explained to him by an attorney of his choosing; (d) he fullyunderstands the final and binding effect; and (e) he is signing this Releasevoluntarily and with the full intent of releasing Corporation from all claims.

**11.****                              ****Miscellaneous.**

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

**RENTRAKCORPORATION**

| By:    |   |             |   |
|--------|--------|------------------|--------|
|   |   | Timothy J. Erwin |
| Title: |   |             |   |
|   |   |             |
| Date:  |   |             | Date:  |   |
|        |        |                  |        |  |  |

 
| STATE OF  | ) |   |
|-----------|---|--------|
|      | ) | SS     |
| COUNTY OF | ) |   |

 

This instrument wasacknowledged before me on                 ,20     , by                                     .

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