**Exhibit 10.43**

**FORM OF AWARD AGREEMENT**

**for**

**NON-QUALIFIED STOCK OPTION**

**(Time-Vested)**

This **AWARD AGREEMENT** (the “Agreement”), effective as of**                    ,                    **, is made by and between **RENTRAK CORPORATION**, an Oregon corporation (“Corporation”), and**                    **, an employee of Corporation (“Employee”): 

**RECITALS**

A. Corporation wishes to afford Employee the opportunity to purchase shares of its Common Stock. 

B. Corporation has adopted the Amended and Restated 2005 Stock Incentive Plan of Rentrak Corporation (the “Plan”). 

C. The Committee appointed to administer the Plan has determined that it would be to the advantage and best interest of Corporation andits shareholders to grant the Non-Qualified Stock Option Award (the “Option”) provided for in this Agreement to Employee as an inducement to remain in the service of Corporation and as an incentive for increased efforts during suchservice. 

**AGREEMENT**

NOW, THEREFORE, in consideration of the mutual covenants in this Agreement and other good and valuable consideration, receipt of which isacknowledged, the parties agree as follows: 

**1. GRANT OF OPTION**

1.1 Grant of Option In consideration of Employee’s agreement to remain in the employ of Corporation or its Subsidiaries andfor other good and valuable consideration, effective as of the date of this Agreement, Corporation irrevocably grants to Employee an Option to purchase any part or all of an aggregate of      Shares upon the terms andconditions set forth in this Agreement and the Plan. 

1.2 Purchase Price The purchase price of the Shares covered bythe Option is **$        **per Share, without commission or other charge, subject to adjustment as provided in Section 13 of the Plan. 

1.3 Consideration to Corporation In consideration of the granting of this Option by Corporation, Employee agrees to renderfaithful and efficient services to Corporation or a Subsidiary. Nothing in this Agreement or in the Plan confers upon Employee any right to continue in the employ of Corporation or any Subsidiary or will interfere with or restrict in any way therights of Corporation and its Subsidiaries, which are expressly reserved, to discharge Employee at any time for any reason whatsoever, with or without Cause. 

1.4 Cause For purposes of this Agreement, “Cause” for termination of employment has the meaning set forth in theEmployee’s employment agreement, if any, or otherwise means any discharge for material or flagrant violation of the policies and procedures of Corporation or for other performance or conduct which is materially detrimental to the best interestsof Corporation, as determined by the Committee. 

1.5 Adjustments in Option The Option is subject to adjustment asprovided in Section 13 of the Plan. 

 

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**2. PERIOD OF EXERCISABILITY**

2.1 Commencement of Exercisability

(a) Subject to Sections 2.1(b), 2.1(c) and 2.3, the Option will vest and become exercisable in four cumulativeinstallments as follows: 

(i) The first installment consists of 25% of the Shares covered by the Option andwill become exercisable on the first anniversary of the date the Option is granted. 

(ii) The secondinstallment consists of 25% of the Shares covered by the Option and will become exercisable on the second anniversary of the date the Option is granted. 

(iii) The third installment consists of 25% of the Shares covered by the Option and will become exercisable on the thirdanniversary of the date the Option is granted. 

(iv) The fourth installment consists of 25% of the Sharescovered by the Option and will become exercisable on the fourth anniversary of the date the Option is granted. 

(b) No portion of the Option which is unexercisable at termination of Employee’s employment with Corporation or aSubsidiary will subsequently become exercisable. 

(c) Notwithstanding Sections 2.1(a) and 2.1(b), theOption will become fully and immediately exercisable in the event that, after the occurrence of an event that would constitute a “Change in Control” of Corporation and prior to expiration of the Option pursuant to Section 2.3,Corporation terminates Employee’s employment with Corporation without Cause. For purposes of this Agreement, “Change in Control” is defined as the first occurrence of any of the following: 

(i) Any person (including any individual, corporation, limited liability company, partnership, trust, group, association,or other “person,” as such term is used in Section 13(d)(3) or 14(d) of 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 Corporation representing more than 50% of the combined voting power of Corporation’s then outstanding securities; 

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

(iii) The shareholders of Corporation approve (i) a merger orconsolidation of Corporation with any other corporation, other than a merger or consolidation which would result in the Voting Securities (defined as all issued and outstanding securities ordinarily having the right to vote at elections ofCorporation’s directors) 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) 50% or more of the combinedvoting power of the Voting Securities of Corporation or of such surviving entity outstanding immediately after such merger or consolidation, (ii) a plan of complete liquidation of Corporation, or (iii) an agreement for the sale ordisposition by Corporation of all or substantially all of its assets. 

2.2 Duration of Exercisability Once any portionof the Option becomes exercisable pursuant to Section 2.1, such portion will remain exercisable until it becomes unexercisable under Section 2.3. 

 

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2.3 Expiration of Option The Option may not be exercised to any extent by anyoneafter the first to occur of the following events: 

(a) The expiration of 10 years from the date the Option wasgranted; 

(b) The expiration of one month from the date of Employee’s voluntary termination of employment;

(c) The expiration of three months from the date of Employee’s termination of employment by reason of hisretirement or his being discharged without Cause, unless Employee dies within said three-month period; 

(d) Theexpiration of one year from the date of Employee’s termination of employment by reason of his permanent and total disability (within the meaning of Section 22(e)(3) of the Code); 

(e) The expiration of one year from the date of Employee’s death; 

(f) Immediately if Employee’s employment is terminated by Corporation for Cause; or 

(g) On the date specified in Section 2.4(b) in connection with a Terminating Event (as that term isdefined in Section 2.4(b)). 

2.4 Adjustments to and/or Cancellation of the Option 

(a) Neither (i) the issuance of additional shares of stock of Corporation in exchange for adequate consideration(including services), nor (ii) the conversion of outstanding preferred shares of Corporation into Common Stock, will be deemed to require an adjustment in the Shares covered by the Option or in the purchase price of Shares subject to the Optionpursuant to Section 13 of the Plan. In the event the Committee determines that an event has occurred affecting Corporation such that an adjustment to the Option under Section 13 of the Plan should be made but that it is not practical orfeasible to make such an adjustment, such event will be deemed a Terminating Event subject to the following paragraph. 

(b) Subject to Section 13 of the Plan, in the event of a Change in Control of Corporation or the occurrence of anevent in accordance with the last sentence of the previous paragraph (any of such events is herein referred to as a “Terminating Event”), the Committee will determine whether a provision will be made in connection with the TerminatingEvent for an appropriate assumption of the Option by, or substitution of appropriate new options covering stock of, a successor corporation employing Employee or stock of an affiliate of such successor employer corporation. If the Committeedetermines that such an appropriate assumption or substitution will be made, the Committee will give notice of the determination to Employee and the terms of such assumption or substitution, and any adjustments made (i) to the number and kindof shares subject to the Option outstanding under the Plan (or to options issued in substitution therefor), (ii) to the Option purchase price, and (iii) to the terms and conditions of the Option, will be binding upon Employee. If theCommittee determines that no assumption or substitution will be made, the Committee will give notice of this determination to Employee, whereupon Employee will have the right for a period of 30 days following the notice to exercise in full or inpart the unexercised and unexpired portion of this Option, all of which will become fully and immediately vested without regard to the limitation on exercisability specified in Section 2.1(a) above. Upon the expiration of this 30-day period,the Option will expire to the extent not earlier exercised. 

(c) The Committee will exercise its discretion inconnection with the determinations under this Section 2.4 in good faith and in a uniform and nondiscriminatory manner with respect to all participants under the Plan. 

**3. EXERCISE OF OPTION**

3.1 Partial Exercise Any exercisable portion of the Option or the entire Option, if then wholly exercisable, may be exercised inwhole or in part at any time prior to the time when the Option or portion thereof becomes unexercisable under Section 2.3; provided, however, that each partial exercise will be for not less than 100 Shares and must be for whole Shares only.

 

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3.2 Manner of Exercise The Option, or any exercisable portion thereof, may beexercised solely by delivery to Corporation’s Secretary or his office of all of the following prior to the time when the Option or such portion becomes unexercisable under Section 2.3: 

(a) A written notice complying with the applicable rules established by the Committee stating that the Option, or aportion thereof, is exercised. The notice must be signed by Employee or other person then entitled to exercise the Option or such portion. 

(b) Full payment to Corporation for the Shares with respect to which such Option or portion is exercised, which must be:

(i) In cash; or 

(ii) In Shares owned by Employee, duly endorsed for transfer to Corporation, with a Fair Market Value on the date ofdelivery equal to the aggregate purchase price of the Shares as to which the Option is exercised; or 

(iii) InShares issuable to Employee upon exercise of the Option, with a Fair Market Value on the date of delivery equal to the aggregate purchase price of the Shares as to which the Option is exercised; or 

(iv) By delivery of a notice that Employee has placed a market sell order with a broker with respect to Shares thenissuable upon exercise of the Option, and that the broker has been directed to pay a sufficient portion of the net proceeds of the sale to Corporation in satisfaction of the purchase price of the Shares as to which the Option is exercised.

(c) A bona fide written representation and agreement, in a form satisfactory to the Committee, signed byEmployee or other person then entitled to exercise such Option or portion as the Committee in its discretion, determines is necessary or appropriate to effect compliance with the Securities Act of 1933 and any other federal or state securities lawsor regulations. Without limiting the generality of the foregoing, such agreement may provide that (i) as of the date of any subsequent transfer of the Shares acquired on exercise of the Option (the “Option Shares”), the Committee mayrequire an opinion of counsel acceptable to it to the effect that such transfer of the Option Shares does not violate the Securities Act of 1933, and (ii) Corporation may issue stop-transfer orders covering the Option Shares. Share certificatesevidencing Option Shares will bear an appropriate legend referring to the provisions of this subsection (c) and the agreements herein. The written representation and agreement referred to in the first sentence of this subsection(c) will not be required if the Shares to be issued pursuant to such exercise have been registered under the Securities Act of 1933, and such registration is then effective in respect of such Shares. 

(d) Full payment to Corporation (or other employer corporation) of all amounts which, under federal, state or local taxlaw, it is required to withhold upon exercise of the Option. Such payment may be in cash, in Shares owned by Employee, duly endorsed for transfer, with a Fair Market Value equal to the sums required to be withheld, in Shares issuable to Employeeupon exercise of the Option with a Fair Market Value equal to the sums required to be withheld, or in any combination of the foregoing methods of payment. 

(e) In the event the Option or portion is exercised pursuant to Section 4.1 by any person or persons other thanEmployee, appropriate proof of the right of such person or persons to exercise the Option. 

3.3 Rights as ShareholderThe holder of the Option is not, and does not have any of the rights or privileges of, a shareholder of Corporation in respect of any Shares purchasable upon the exercise of any part of the Option unless and until certificates representing suchShares have been issued by Corporation to such holder. 

 

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**4. OTHER PROVISIONS**

4.1 Option Not Transferable Neither the Option nor any interest or right therein or part thereof may be sold, pledged, assigned, ortransferred in any manner other than by will or the laws of descent and distribution, unless and until such Option has been exercised, or the Shares underlying such Option have been issued, and all restrictions applicable to such Shares have lapsed.Neither the Option nor any interest or right in the Option or part thereof will be liable for the debts, contracts or engagements of Employee or his successors in interest or will be subject to disposition by transfer, alienation, anticipation,pledge, encumbrance, assignment or any other means whether such disposition be voluntary or involuntary or by operation of law by judgment, levy, attachment, garnishment or any other legal or equitable proceedings (including bankruptcy), and anyattempted disposition thereof will be null and void and of no effect, except to the extent that such disposition is permitted by the preceding sentence. 

4.2 Shares to Be Reserved Corporation will at all times during the term of the Option reserve and keep available such number ofShares as will be sufficient to satisfy the requirements of this Agreement. 

4.3 Notices Any notice to be given underthe terms of this Agreement to Corporation must be addressed to Corporation in care of its Secretary, and any notice to be given to Employee will be addressed to him at the address given beneath his signature. By a notice given pursuant to thisSection 4.3, either party may designate a different address for notices to be given. Any notice which is required to be given to Employee will, if Employee is then deceased, be given to Employee’s personal representative if suchrepresentative has previously informed Corporation of his status and address by written notice under this Section 4.3. Any notice will be deemed duly given when enclosed in a properly sealed envelope or wrapper addressed as pursuant to thisSection and deposited (with postage prepaid) in a post office or branch post office regularly maintained by the United States Postal Service. 

4.4 Titles Titles are provided in this Agreement for convenience only and are not to serve as a basis for interpretation orconstruction of this Agreement. 

4.5 Construction This Agreement will be administered, interpreted and enforced underthe internal laws of the State of Oregon without regard to conflicts of laws thereof. 

4.6 Conformity to SecuritiesLaws Employee acknowledges that the Plan is intended to conform to the extent necessary with all provisions of the Securities Act of 1933 and the Exchange Act and any and all regulations and rules promulgated by the Securities and ExchangeCommission thereunder, including without limitation Rule 16b-3. Notwithstanding anything herein to the contrary, the Plan will be administered, and the Option is granted and may be exercised, only in such a manner as to conform to such laws, rulesand regulations. To the extent permitted by applicable law, the Plan and this Agreement will be deemed amended to the extent necessary to conform to such laws, rules and regulations. 

4.7 Definition of Terms All capitalized terms used in this Agreement without definition have the meanings ascribed to such termsin the Plan. 

 
**RENTRAK CORPORATION**By 
 
Its: Chief Executive Officer
 

 
Address: 
 

 

 

Employee’sTaxpayer Identification Number:                     

 

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