**EXHIBIT 10.34**

 

**SEPARATION AGREEMENT AND MUTUAL RELEASE**

 

Theparties to this Separation Agreement and Release (“Agreement”) are RentrakCorporation (the “Company”) and Craig M. Berardi (“Employee”).  Employee and the Company desire to terminateEmployee’s employment on a mutually agreeable basis.  Employee and the Company therefore agree asfollows:

 

1.                                       Employee’semployment with the Company is terminated, effective March 17, 2005.

 

2.                                       After theexpiration of seven days after the Company receives this Agreement signed anddated by Employee without Employee revoking it, the Company will pay toEmployee as severance to which Employee would not otherwise be entitled a totalof $112,500, payable in 18 equal semi-monthly installments and less legallyrequired deductions and withholdings. The Company will deposit each payment due under this paragraphelectronically by electronic funds transfer (EFT) directly into Employee’sdesignated bank account or financial institution and provide writtenverification of each EFT to Employee.

 

3.                                       The Companywill also pay the same amount it paid during Employee’s employment toward thecost of the premiums for continuation of group health insurance coverage forEmployee and Employee’s covered spouse and dependents for the months of April 2005to and including December 2005, if continuation coverage is elected byEmployee.  The Company will provideEmployee with written verification of payment of monthly health insurancepremiums for the months of April 2005 to and including December 2005.  Thereafter, Employee will be entitled tocontinue group health insurance coverage at Employee’s own expense inaccordance with COBRA.

 

4.                                       In additionto the severance payments, Employee will be paid for all of Employee’s accruedbut unused PTO concurrent with the first severance payment installment made bythe Company to Employee.

 

5.                                       ThisAgreement will be enforceable in full, regardless of whether Employee obtainsor begins any subsequent employment at any time during the period the Companyis obligated to make any payments under this Agreement.  Also, Employee will have no affirmativeobligation to seek or obtain subsequent employment during this period.  The Company’s obligation to make any and allpayments due under this Agreement will not be construed in any way to becontingent upon Employee’s remaining unemployed for any given period of time.

 

6.                                       The Companywill not contest any claim for unemployment insurance benefits by Employeerelating to Employee’s employment with the Company.

 

7.                                       If theCompany receives a reference request from a prospective employer of Employee,the Company will disclose only Employee’s dates of employment and last positionheld (Vice President of Operations, Executive Level and Officer of the Company)with the Company.  The Company will alsogive Employee a letter of reference in the form of attached Exhibit A tothis Agreement, signed by Paul Rosenbaum (CEO). Employee may give this letter to any prospective employer in furtheranceof Employee’s seeking new employment.

 

8.                                       Employee andthe Company each hereby completely release and forever discharge the other andeach of the other’s past, present, and future related entities and each oftheir respective past, present, and future members, managers, partners,shareholders, officers, directors, agents, employees, attorneys, insurers,successors, and assigns from any and all claims, rights, demands, actions,liabilities, and causes of action of every kind and character, whether known orunknown, matured or unmatured, which either Employee or the Company may nowhave or has ever had arising from or in any way related to Employee’semployment with the Company, including without limitation the conditions ofemployment or the termination thereof, whether based on tort, contract (expressor implied), other common law, or any federal state or local statute,regulation, ordinance, or other law, including but not limited to, Title VII ofthe Civil Rights Act of 1964, 

 

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the Age Discriminationin Employment Act, and the Americans with Disabilities Act, based on any act oromission prior to Employee’s execution of this Agreement.

 

9.                                       Employee andthe Company will treat this Agreement as confidential and will not disclosethis Agreement or any of its provisions to any person or entity, except asrequired by law;  including, withoutlimitation, inclusion of information regarding or a copy of the Agreement inreports filed by the Company with the Securities and Exchange Commission (the “SEC”)and publicly available on the SEC’s and the Company’s web sites”; to implementor enforce this Agreement or any provision of it; or, to the extent necessaryto receive professional services, to their respective accountants, professionaltax preparers, or attorneys.

 

10.                                 Both theCompany and Employee specifically deny any liability or wrongdoingwhatsoever.  Neither this Agreement norany of its provisions, terms, or conditions constitute an admission ofliability or wrongdoing or may be offered or received in evidence in any actionor proceeding as evidence of an admission of liability or wrongdoing.

 

11.                                 If anyaction is brought to enforce this Agreement or any part of it, the prevailingparty will be entitled to recover its reasonable attorney fees and costsincurred therein, including all attorney fees and costs on appeal.

 

12.                                 ThisAgreement constitutes the entire agreement of the parties.  All agreements, covenants, andrepresentations, express or implied, oral or written, concerning the subjectmatter of this Agreement are contained in this Agreement.  This is the entire integrated agreement.

 

13.                                 The partiesacknowledge that the only consideration for this Agreement is the considerationexpressly described herein and that this Agreement has been executed freely andvoluntarily without any undue influence or duress.

 

14.                                 ThisAgreement will be construed and enforced in accordance with the laws of thestate of Oregon.  Any suit or actionrelating to this Agreement will be commenced exclusively in the Circuit Courtfor the County of Multnomah, State of Oregon, or the United States DistrictCourt for the District of Oregon and both parties waive the right to changesuch venue and consent to the jurisdiction of such courts for this purpose.

 

15.                                 The Companyhereby advises Employee to consult with an attorney before signing thisAgreement, and Employee acknowledges that he was given at least 21 days toconsider whether to execute this Agreement. Employee may revoke this Agreement by written notice delivered to Rita Coeat the Company within seven days following the date Employee signed thisAgreement.  If not revoked under thepreceding sentence, this Agreement becomes effective and enforceable on theeighth day following the date Employee signed this Agreement.

 

 
| /s/ Craig M. Berardi |                    | /s/    | Paul Rosenbaum for Rentrak Corporation |                |
|----------------------|-------------------------|--------|----------------------------------------|---------------------|
| Craig M. Berardi     | Paul Rosenbaum          |
|                 | CEO & Chairman |
|                 |                    |
|                 |                    |
| Date                 | March 17, 2005     |   | Date                                   | March 17, 2005 |   |
|                      |                         |        |                                        |                     |  |  |  |  |

 

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**EXHIBIT A**

 

To Whom Itmay Concern;

 

As CEO and Chairman ofRentrak Corporation, I have known Craig during my four years since I joinedRentrak.  When I arrived at Rentrak I hadreviewed my executive staff history and was impressed with Craig’s role intaking control of difficult projects. Craig was a member of the Executive Management team involved in carryingout the corporate strategy, and his contributions to managing our operationssuccessfully increased the profitability of our core business.  He was given additional operationsresponsibilities and consistently improved the performance and significantlyreduced our operating expenses.  Hisdedication to the company, working long hours, exceeding revenue projectionsand reducing expenses has been instrumental to our bottom line.

 

During his eleven years atRentrak, Craig played a key role in the following areas:

 

•                  Threeyears ago Craig was given operations responsibility for our Home Video BusinessIntelligence tracking system.  With ourIT staff he managed the development of a critical system and was a key contactwith the studios in support of the system that has resulted in over $14,000,000in 80% gross margin revenue.

•                  His focusto the bottom-line to increase efficiency and reduce expenses has resulted in asavings to the company of over $1,500,000 in the past four years.

•                  As memberof the Sarbanes-Oxley Steering Committee, he provided valuable support inassisting our consultants utilizing his knowledge of the overall companyoperations and his vast experience in controls.

•                  Last yearCraig managed the rapid transition to outsourcing our distribution afterclosing our own warehouse.  This hasresulted in substantial savings to the company.

•                  Craig’srole in an advisory capacity to the prior CEO, helped identify problems withtwo troubled retail subsidiaries.  During1996 at the request of the Board and CEO he spent most of that year living inanother city negotiating the sale of the assets and lease settlements andclosure of the remaining assets of one of these subsidiaries.  His hard work reduced the potential losses bymillions of dollars.

•                  Craig tookon the same role with a second subsidiary helping to eliminate a non-performingasset.

•                  Two yearsago Craig was given the added responsibility for inventory control and greatlyimproved an area that was for years problematic.  This resulted in turning unused inventoryinto one million dollars annual  revenue at 70% gross margin with nooverhead.

•                  Sevenyears ago we partnered with a major entertainment company in Quebec for HomeVideo Distribution.  Craig has managedthe support of this partnership since the beginning and we have achieved 300%ROI on our investment.

 

These are a few examples ofthe vital role Craig has played at helping to improve Rentrak.   I highly recommend Craig in fulfilling anexecutive operations position.  His manyyears of management experience and hard work ethics are a tremendous asset.

 

Sincerely

 

 

Paul Rosenbaum

 

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